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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February
5, 2026 (February 5, 2026)
IRON HORSE ACQUISITION II CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43021 |
|
98-1885362 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
851
Broken Sound Parkway NW, Suite 230
Boca Raton, FL 33487
(Address of principal executive offices, including
zip code)
(310) 290-5383
Registrant’s telephone number, including area
code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Units, each consisting of one ordinary share and one right |
|
IRHOU |
|
The Nasdaq Stock Market, LLC |
| |
|
|
|
|
| Ordinary Share, par value $0.0001 per share |
|
IRHO |
|
The Nasdaq Stock Market, LLC |
| |
|
|
|
|
| Right-each right entitles the holder thereof to receive one-tenth (1/10) of an ordinary share |
|
IRHOR |
|
The Nasdaq Stock Market, LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On February 5, 2026, Iron
Horse Acquisition II Corp. (the “Company”), announced that, on or about February 6, 2026, the holders of the Company’s
units (the “Units”) may elect to separately trade the ordinary shares and rights included in the Units. Each Unit consists
of one ordinary share, par value $0.0001 per share (“Ordinary Share”) and right (“Right”), each
Right entitles the holder thereof to one-tenth of one Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Global
Market (“Nasdaq”) under the symbol “IRHOU.” Any underlying Ordinary Shares and Rights that are separated
will trade on Nasdaq under the symbols “IRHO” and “IRHOR,” respectively. Holders of Units will need to have their
brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’
Units into Ordinary Shares and Rights.
A copy of the press release
issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 5, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
IRON HORSE ACQUISITION II CORP. |
| |
|
|
| |
By: |
/s/ Jose Bengochea |
| |
|
Name: |
Jose Bengochea |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated: February 5, 2026 |
|
|
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