[SCHEDULE 13G] Iron Horse Acquisition II Corp. Passive Investment Disclosure (>5%)
LMR discloses 5.1% stake in Iron Horse Acquisition II
LMR investment entities and principals report owning 1,500,000 ordinary shares of Iron Horse Acquisition II Corp., representing about 5.1% of the outstanding class.
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LMR investment entities and principals report owning 1,500,000 ordinary shares of Iron Horse Acquisition II Corp., representing about 5.1% of the outstanding class. The shares are held through LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd, which each acquired 750,000 units in the company’s initial public offering.
Each unit includes one ordinary share and a right to receive one-tenth of an additional share upon completion of the company’s initial business combination. As of December 31, 2025, the reporting persons share voting and dispositive power over these 1,500,000 shares, based on 29,320,000 ordinary shares outstanding as of December 18, 2025.
FAQ
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What stake does LMR report in Iron Horse Acquisition II Corp. (IRHO)?
LMR-affiliated entities report beneficial ownership of 1,500,000 ordinary shares of Iron Horse Acquisition II Corp., equal to about 5.1% of the outstanding class, based on 29,320,000 shares outstanding as of December 18, 2025.
How does LMR hold its IRHO shares according to the Schedule 13G?
The IRHO shares are held through LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd. Each fund acquired 750,000 units in the IPO, with each unit consisting of one ordinary share and a right to additional shares upon a business combination.
What percentage of Iron Horse Acquisition II (IRHO) does each LMR fund hold?
Each of LMR Master Fund and LMR CCSA Master Fund holds 750,000 ordinary shares, representing about 2.6% of IRHO individually. Together, these holdings total 1,500,000 shares, or approximately 5.1% of the company’s outstanding ordinary shares.
Do LMR-related parties control voting and disposition of IRHO shares?
As of December 31, 2025, the reporting persons had shared power to vote and dispose of 1,500,000 ordinary shares of IRHO, and no sole voting or dispositive power, reflecting coordinated control across the LMR investment managers and their principals.
What additional rights linked to IRHO units do LMR funds hold?
Each 750,000-unit position includes rights to receive 75,000 additional ordinary shares upon completion of IRHO’s initial business combination. In total, LMR Master Fund and LMR CCSA Master Fund hold rights to receive 150,000 additional ordinary shares if that business combination is consummated.
This statement is filed by:
(i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the Ordinary shares, par value $0.0001 per share ("Ordinary Shares"), held by certain funds; and
(ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)
Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)
Title of class of securities:
Ordinary shares, par value $0.0001 per share
(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).
Investment Adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of December 31, 2025:
The Ordinary Shares beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). Each of LMR Master Fund and LMR CCSA Master Fund acquired 750,000 units of the Issuer's securities ("Units") in the Issuer's initial public offering, with each Unit consisting of one Ordinary Share and one right to receive one-tenth of one Ordinary Share upon the consummation of the Issuer's initial business combination. By virtue of holding the Units, each of LMR Master Fund and LMR CCSA Master Fund directly holds 750,000 Ordinary Shares (the "LMR Shares").
In addition to the LMR Shares, by virtue of holding the Units, each of LMR Master Fund and LMR CCSA Master Fund also directly holds rights to receive 75,000 Ordinary Shares upon the consummation of the Issuer's initial business combination.
(b)
Percent of class:
As of December 31, 2025:
The Ordinary Shares held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 2.6% and the LMR Shares in the aggregate represent approximately 5.1% of the outstanding Ordinary Shares, based on 29,320,000 Ordinary Shares of the Issuer outstanding as of December 18, 2025, as reported in Exhibit 99.1 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 23, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of December 31, 2025, each of the Reporting Persons had sole power to vote or direct the vote of 0 Ordinary Shares.
(ii) Shared power to vote or to direct the vote:
As of December 31, 2025, each of the Reporting Persons had shared power to vote or direct the vote of 1,500,000 Ordinary Shares.
(iii) Sole power to dispose or to direct the disposition of:
As of December 31, 2025, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 Ordinary Shares.
(iv) Shared power to dispose or to direct the disposition of:
As of December 31, 2025, each of the Reporting Persons had shared power to dispose or to direct the disposition of 1,500,000 Ordinary Shares.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities beneficially owned by the Reporting Persons are directly held by LMR Master Fund and LMR CCSA Master Fund, for which the LMR Investment Managers serve as the investment managers.
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 acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
