Welcome to our dedicated page for Iron Horse Acquisitions SEC filings (Ticker: IROHU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Iron Horse Acquisitions Corp. (NASDAQ: IROHU) files a range of documents with the U.S. Securities and Exchange Commission that trace its development as a special purpose acquisition company and its progress toward a business combination. These SEC filings include Current Reports on Form 8-K describing material events such as the execution and amendment of its Amended and Restated Business Combination Agreement with Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited (CFI), stockholder meeting results, and changes to its trust and charter arrangements.
On this SEC filings page, users can review: 8-K reports detailing the approval of the Business Combination Agreement and related proposals, voting outcomes from the Business Combination Special Meeting and extension special meetings, and the number of shares tendered for redemption. Filings also describe amendments to the Investment Management Trust Agreement and the Amended and Restated Certificate of Incorporation that extend the deadline for Iron Horse to consummate a business combination through multiple one-month extensions.
Additional 8-K disclosures address listing matters, including a Nasdaq notice regarding the Minimum Value of Listed Securities requirement and the associated compliance period, as well as the company’s expectation that, after closing its pending business combination, it will meet the definition of a “controlled company” under Nasdaq rules. These documents explain how such status could affect corporate governance requirements and the company’s stated intention not to rely on controlled company exemptions at the time of closing.
Through Stock Titan, investors can access Iron Horse’s real-time filings as they are posted to EDGAR and use AI-powered summaries to interpret complex sections of 10-K, 10-Q, proxy materials, and 8-Ks. The platform highlights key points on business combination terms, redemption mechanics, listing compliance, and governance changes, helping readers understand how each filing affects IROHU’s SPAC structure, its pending transaction with CFI, and the rights of common stock, warrant, and right holders.
Iron Horse Acquisitions Corp. reported a material event on Form 8-K indicating that Amendment No. 1 to its Amended and Restated Business Combination Agreement dated December 18, 2024 among Iron Horse, the Seller and CFI was filed. The filing identifies the company’s public securities structure: units (one share of common stock, one redeemable warrant, and one right equal to one-fifth of a share), common stock (ticker IROH), redeemable warrants exercisable at $11.50 per share (ticker IROHW), and rights (ticker IROHR) traded on The Nasdaq Stock Market. The document is dated September 3, 2025 and is signed by Chief Executive Officer Jose Antonio Bengochea. The filing references an amendment but does not disclose the amendment’s specific economic or operational terms within the provided text.
Iron Horse Acquisitions Corp. received a Nasdaq notice that its Minimum Value of Listed Securities (MVLS) has been below $50.0 million for the last 30 consecutive business days, violating Nasdaq Global Market listing requirements.
The company has 180 calendar days, until February 16, 2026, to regain compliance by maintaining MVLS at or above $50.0 million for at least ten consecutive business days. If it fails, its securities may be delisted, though the company could appeal. Iron Horse expects that completing its pending business combination could help restore compliance, but there is no assurance this will occur.
RiverNorth Capital Management, LLC reports beneficial ownership of 494,256 shares of Iron Horse Acquisition Corp common stock, representing 5.57% of the class. The filer states it holds sole voting and sole dispositive power over these shares and made its disclosure under the passive investor provisions of Schedule 13G. The filing affirms the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer. The record also notes that other persons may have the right to receive proceeds from the sale of the reported securities.
Iron Horse Acquisitions Corp. reported $73.32 million in total assets, driven by $73.17 million of marketable securities held in its Trust Account. The company completed significant redemptions related to stockholder votes: 6,477,975 shares were tendered and effectively redeemed at $10.60 per share for an aggregate redemption of $68.65 million (amounts were subsequently disbursed in July 2025), leaving 422,025 shares subject to possible redemption with a redemption value of $4.48 million. Cash on hand was limited at $25,164 and interest earned on the Trust Account was $1.51 million for the six months ended June 30, 2025.
Stockholders approved the Business Combination Agreement with Rosy Sea Holdings/Zhong Guo Liang Tou and also approved extending the deadline to complete a business combination (extensions permitted up to June 29, 2026). Management recorded a $686,523 excise tax liability (1% of redemptions) and disclosed substantial doubt about the Company’s ability to continue as a going concern due to limited liquidity and the need to consummate the business combination by the applicable deadline unless further extensions are obtained. Related-party promissory notes totaled $1.28 million and other notes and payables add to a working capital deficit of $3.63 million (net of the $68.65 million due to redeeming stockholders).
Iron Horse Acquisitions Corp. Schedule 13G/A discloses that three AQR reporting persons—AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC—report zero beneficial ownership of the issuer's common stock (par value $0.0001 per share, CUSIP 462837105). Each reporting entity lists 0 shares and 0% of the class, with voting and dispositive powers reported as zero across sole and shared categories.
The filers classify themselves as investment adviser (IA) and holding company (HC) where indicated, state the holdings are in the ordinary course of business, and certify the securities were not acquired to influence control of the issuer. An exhibit confirms the filing is made on behalf of the three related AQR entities.
TD Securities (USA) LLC, Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC and Toronto Dominion Bank jointly filed a Schedule 13G/A reporting that they beneficially own zero shares (0%) of the common stock of Iron Horse Acquisitions Corp. The filing identifies the reporting persons as broker-dealer, holding company and financial institution and includes a joint filing agreement among the parties.
The statement contains a certification that the securities were acquired and are held in the ordinary course of business and were not acquired for the purpose of changing or influencing control of the issuer. Item disclosures indicate ownership of 5% or less and no reported voting or dispositive power by the filers.
Iron Horse Acquisitions (Nasdaq:IROHU) filed an 8-K covering two shareholder meetings.
At the June 20 2025 Business Combination Special Meeting, 91.24 % of shares were represented; 5.96 M voted FOR versus 0.86 M AGAINST, approving the merger with Rosy Sea Holdings Ltd. and Zhong Guo Liang Tou Group Ltd., related charter changes, >20 % share issuance under Nasdaq 5635 and a seven-member board slate.
On June 25 2025 the Extension Special Meeting approved amendments to the trust agreement and charter allowing up to twelve one-month deadline extensions, moving the outside date to June 29 2026 (6.29 M FOR / 0.99 M AGAINST).
The amendments were executed the same day. Approvals remove major closing conditions but the need for extensions signals additional time and funding may be required before consummation.
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