Iron Horse holder reports 5.7% passive stake

Iron Horse Acquisition II Corp. received an updated ownership report showing that MMCAP International Inc. SPC and Asset Management Inc. together beneficially own 1,500,000 ordinary shares.

Rhea-AI Filing Summary

Iron Horse Acquisition II Corp. received an updated ownership report showing that MMCAP International Inc. SPC and Asset Management Inc. together beneficially own 1,500,000 ordinary shares. This represents 5.7% of the company’s ordinary shares, with shared power to vote and dispose of all these shares.

The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Iron Horse Acquisition II Corp., but instead are reported on a passive basis under Schedule 13G/A.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Iron Horse Acquisition II Corp. (IRHO) disclose in this Schedule 13G/A amendment?

The filing reports that MMCAP International Inc. SPC and Asset Management Inc. beneficially own 1,500,000 ordinary shares of Iron Horse Acquisition II Corp., representing 5.7% of the class, with shared voting and dispositive power over all of these shares.

Who are the reporting persons in the Iron Horse Acquisition II Corp. (IRHO) Schedule 13G/A?

The reporting persons are MMCAP International Inc. SPC, organized in the Cayman Islands, and Asset Management Inc., organized in Ontario, Canada. Both entities report shared voting and dispositive power over the same 1,500,000 ordinary shares of Iron Horse Acquisition II Corp.

How many Iron Horse Acquisition II Corp. (IRHO) shares are beneficially owned according to this filing?

The filing states that MMCAP International Inc. SPC and Asset Management Inc. beneficially own 1,500,000 ordinary shares of Iron Horse Acquisition II Corp., which the report calculates as 5.7% of the outstanding class of ordinary shares as of the reported event date.

What percentage of Iron Horse Acquisition II Corp. (IRHO) does 1,500,000 shares represent?

According to the ownership section, the 1,500,000 ordinary shares beneficially owned by the reporting persons represent 5.7% of Iron Horse Acquisition II Corp.’s ordinary share class, based on the company’s shares outstanding as referenced in the Schedule 13G/A.

Do the reporting persons intend to influence control of Iron Horse Acquisition II Corp. (IRHO)?

The certification states that the securities were not acquired and are not held for the purpose of changing or influencing control of Iron Horse Acquisition II Corp., and are not held in connection with any transaction having that purpose or effect, other than certain nomination-related activities.

What type of security is covered in this Iron Horse Acquisition II Corp. (IRHO) Schedule 13G/A?

The Schedule 13G/A covers Iron Horse Acquisition II Corp.’s ordinary shares with a par value of $0.0001, identified by CUSIP 46283H202, which are the class of securities beneficially owned by the reporting persons in the amounts disclosed in the filing.

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Accepted by SEC EDGAR 02/13/2026 - 10:10 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Iron Horse Acquisition II Corp.

(Name of Issuer)

Ordinary Shares, par value $0.0001

(Title of Class of Securities)

46283H202

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 46283H202

1

Names of Reporting Persons

MMCAP International Inc. SPC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.7 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 46283H202

1

Names of Reporting Persons

MM Asset Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.7 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Iron Horse Acquisition II Corp.
(b)	Address of issuer's principal executive offices: 851 Broken Sound Parkway N.W., Boca Raton, FL 33487
Item 2.
(a)	Name of person filing: i) MMCAP International Inc. SPC ii) MM Asset Management Inc.
(b)	Address or principal business office or, if none, residence: i) c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P. O. Box 1348, Grand Cayman KY1-1108, Cayman Islands ii) 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, Ontario M5J 2S1 Canada
(c)	Citizenship: i) Cayman Islands ii) Ontario, Canada
(d)	Title of class of securities: Ordinary Shares, par value $0.0001
(e)	CUSIP No.: 46283H202
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,500,000
(b)	Percent of class: 5.7%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,500,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,500,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MMCAP International Inc. SPC

Signature:	Ulla Vestergaard
Name/Title:	Director
Date:	02/12/2026

MM Asset Management Inc.

Signature:	Hillel Meltz
Name/Title:	President
Date:	02/12/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement