MMCAP/MM Asset Management report 1.5M shares in Iron Horse (IRHO)

Rhea-AI Filing Summary

Iron Horse Acquisition II Corp. Amendment No. 2 to a Schedule 13G/A states that MMCAP International Inc. SPC and MM Asset Management Inc. jointly report beneficial ownership of 1,500,000 ordinary shares, representing 5.1% of the class. The filing lists shared voting and dispositive power over the reported shares and is signed under a joint filing agreement.

Insights

Corporate Governance Specialist

Institutional holder reports a 5.1% stake with shared control.

The filing shows MMCAP International Inc. SPC and MM Asset Management Inc. jointly hold 1,500,000 shares with shared voting and dispositive power. This is a passive ownership disclosure under Schedule 13G/A reflecting reported beneficial ownership rather than an active transaction.

Stakeholders should note the joint filing arrangement; subsequent filings may disclose changes in ownership or voting arrangements.

Institutional Investor Analyst

Holds exceed the 5% reporting threshold; position is now public.

The reported 5.1% position crosses the common 5% disclosure threshold, making the stake visible to the market. The filing lists shared voting power only, indicating control is exercised jointly rather than solely.

Future Form 13D/13G amendments would reflect any material change in intent or size.

Key Figures

Reported shares beneficially owned: 1,500,000 shares Percent of class: 5.1% Shared voting power: 1,500,000 shares +1 more

4 metrics

Reported shares beneficially owned 1,500,000 shares Amount reported in Item 4 of Schedule 13G/A

Percent of class 5.1% Percent of outstanding class reported in Item 4(b)

Shared voting power 1,500,000 shares Shared voting power reported in Item 4(c)(ii)

CUSIP 46283H202 CUSIP for Ordinary Shares listed on cover

Key Terms

Schedule 13G/A, Beneficial ownership, Joint Filing Agreement

3 terms

Schedule 13G/A regulatory

"Amendment No. 2 to a Schedule 13G/A is referenced"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficial ownership financial

"Amount beneficially owned: 1,500,000 (Item 4)"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Joint Filing Agreement regulatory

"Exhibit 99.1 Joint Filing Agreement"

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Accepted by SEC EDGAR 05/11/2026 - 05:30 PM Learn about SEC filing dates

FAQ

What does the Schedule 13G/A Amendment No. 2 for IRHO disclose?

It discloses that MMCAP International Inc. SPC and MM Asset Management Inc. jointly beneficially own 1,500,000 shares, equal to 5.1% of the class, and have shared voting and dispositive power.

Who are the reporting parties in the IRHO filing?

The filing names MMCAP International Inc. SPC (Cayman Islands) and MM Asset Management Inc. (Ontario, Canada) as joint filers, with addresses and a signed Joint Filing Agreement included as Exhibit 99.1.

What type of control do the filers report over the shares?

The filers report shared voting power and shared dispositive power over 1,500,000 shares. Sole voting and sole dispositive powers are reported as 0 in the filing.

Does this filing indicate a change in ownership or intent for IRHO?

The amendment updates beneficial ownership reporting to show a 5.1% stake. It is a disclosure of holdings; no explicit change of investment intent or transaction is stated in the provided excerpt.

Where can I find the signature and authorization for the IRHO 13G/A?

The amendment is signed by authorized representatives: Ulla Vestergaard (Director) and Hillel Meltz (President) with signature dates shown as 05/08/2026 in the filing excerpt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Iron Horse Acquisition II Corp.

(Name of Issuer)

Ordinary Shares, par value $0.0001

(Title of Class of Securities)

46283H202

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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)

5.1 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 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)

5.1 %

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: 5.1%
(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:	05/08/2026

MM Asset Management Inc.

Signature:	Hillel Meltz
Name/Title:	President
Date:	05/08/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement