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.
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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.
Iron Horse Acquisitions Corp (NASDAQ: IROHU) announced the adjournment of its special stockholders meeting originally scheduled for June 20, 2025. The meeting was postponed to June 25, 2025, at 10:00 AM ET without conducting any business except approving the adjournment.
The special meeting was called to vote on two significant proposals:
- The Extension Amendment Proposal
- The Trust Amendment Proposal
Shareholders who wish to change or revoke their previous votes on these proposals must submit their new votes by 11:59 PM ET on June 24, 2025. The company, which is classified as an emerging growth company, has its securities listed on the Nasdaq Stock Market, including units (IROHU), common stock (IROH), redeemable warrants exercisable at $11.50 per share (IROHW), and rights (IROHR).
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