[10-Q] Iron Horse Acquisitions Corp. Unit Quarterly Earnings Report

Q: What is Iron Horse (IROHU)’s Trust Account balance and why does it matter?

The Trust Account held $73,166,305 as of June 30, 2025; this cash/securities backing supports shareholder redemptions and is the primary pool to fund or secure the Business Combination.

Q: How many shares were redeemed and what was the redemption amount?

Stockholders tendered 6,477,975 shares which were redeemed effectively at $10.60 per share for a total of $68,652,349 (disbursed in July 2025).

Q: Does the company face liquidity or going-concern issues?

Yes. Management disclosed substantial doubt about the Company’s ability to continue as a going concern due to limited liquidity and the need to complete a Business Combination by the prescribed deadline.

Q: What excise tax or other liabilities arose from redemptions?

The Company recorded an excise tax liability of $686,523 (1% of redemptions) as of June 30, 2025.

Q: How much cash does Iron Horse have outside the Trust Account?

Cash outside the Trust Account was $25,164 as of June 30, 2025.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

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).

Positive

Trust Account balance of $73.17 million remains intact, providing the primary economic pool to support redemptions or the Business Combination.
Stockholder approval of the Business Combination Agreement with Rosy Sea Holdings/Zhong Guo Liang Tou, enabling the contemplated transaction to proceed.
Stockholder approval to extend the combination deadline (extensions up to June 29, 2026), allowing additional time to close the transaction without immediate mandatory liquidation.
Interest income of $1.51 million on Trust Account funds for the six months ended June 30, 2025, which offsets operating costs.

Negative

Substantial doubt about going concern disclosed due to limited liquidity and the need to complete a Business Combination by the applicable deadline unless extended.
Working capital deficit of $3.63 million (net of $68.65 million due to redeeming stockholders) and only $25,164 in cash on hand outside the Trust Account.
Recorded excise tax liability of $686,523 related to the 1% repurchase tax on redemptions, which reduces available cash for transaction costs.
Related-party promissory note balance of $1.28 million and other notes increase the Company’s obligations prior to closing the Business Combination.

Insights

TL;DR: Mixed results: large Trust balance supports the deal but low cash, significant redemptions and going-concern doubt raise liquidity risk.

The company retains $73.17 million in its Trust Account, which preserves the economic value available for redemptions or a transaction and generated $1.51 million of interest in the six-month period. However, outside the Trust Account the company has minimal cash ($25,164) and a working capital deficit of $3.63 million after recording $68.65 million due to redeeming stockholders. Management recorded a $686,523 excise tax liability related to redemptions and disclosed substantial doubt about going concern because it must complete the Business Combination by the prescribed deadline unless extensions continue. From an accounting perspective, liabilities grew sharply due to the redemption obligation recorded as current liability, and related-party promissory notes of $1.28 million increase leverage. Overall, the financial position is dependent on completing the Business Combination and on timing of trust disbursements and extension funding.

TL;DR: Stockholder approvals and extended deadlines materially enable closing the announced Business Combination.

Stockholders approved the Amended and Restated Business Combination Agreement with Rosy Sea Holdings/Zhong Guo Liang Tou and separately approved an amendment to extend the deadline to consummate a business combination up to twelve additional one-month extensions (to June 29, 2026). These approvals are material: they clear key governance hurdles and permit the Sponsor and Company to continue toward closing. The Business Combination contemplates issuing between 40.99 million and 47.89 million shares to the seller (reduced by redemptions), and the parties agreed to customary closing conditions, covenants and registration arrangements. While the approvals are constructive for deal execution, completion still depends on satisfying regulatory, filing and listing conditions and on cash management to address excise tax and working capital obligations prior to closing.

08/14/2025 - 08:16 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41898

IRON HORSE ACQUISITIONS CORP.

(Exact name of registrant as specified in its charter)

Delaware		87-4105289
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 2506 Toluca Lake, CA		91610
(Address of principal executive offices)		(Zip Code)

(310) 290-5383

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	IROH	The Nasdaq Stock Market LLC
Rights	IROHR	The Nasdaq Stock Market LLC
Units	IROHU	The Nasdaq Stock Market LLC
Warrants	IROHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 14, 2025, 2,165,651 shares of the registrant’s common stock, par value $0.0001 per share, were issued and outstanding (inclusive of shares included in our units).

IRON HORSE ACQUISITIONS CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited)		1
Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)		2
Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2025 and 2024 (Unaudited)		3
Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)		4
Notes to Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures		24
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Signatures		27

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

IRON HORSE ACQUISITIONS CORP.

BALANCE SHEETS

(UNAUDITED)

	June 30, 2025			December 31, 2024

Assets
Current assets
Cash	$	25,164		$	454
Prepaid expenses and other current assets		55,235			834
Prepaid income taxes		74,615			—
Prepaid insurance		—			42,229
Total Current Assets		155,014			43,517

Marketable securities held in Trust Account		73,166,305			72,752,485
Total Assets	$	73,321,319		$	72,796,002

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	217,697		$	87,578
Accrued expenses		540,654			400,233
Accrued offering costs		—			75,000
Income taxes payable		—			746,314
Excise tax payable		686,523			—
Due to stockholders for redemption of Common Stock		68,652,349			—
Loan payable		229,770			229,770
Promissory note		831,284			425,013
Promissory note – related party		1,277,781			627,781
Total Current Liabilities		72,436,058			2,591,689
Deferred underwriting fee payable		2,518,500			2,518,500
Total Liabilities		74,954,558			5,110,189

Commitments and Contingencies (Note 5)

Common stock subject to possible redemption, 422,025 and 6,900,000 shares at redemption value of $10.61 and $10.41 per share as of June 30, 2025 and December 31, 2024, respectively		4,479,394			71,829,574

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 50,000,000 shares authorized, 1,967,000 shares issued and outstanding (excluding 422,025 and 6,900,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively		197			197
Additional paid-in capital		—			—
Accumulated deficit		(6,112,830	)		(4,143,958	)
Total Stockholders’ Deficit		(6,112,633	)		(4,143,761	)
Total Liabilities and Stockholders’ Deficit	$	73,321,319		$	72,796,002

The accompanying notes are an integral part of the unaudited financial statements.

IRON HORSE ACQUISITIONS CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Formation and operational costs⁽¹⁾	$	671,528		$	238,406		$	1,191,486		$	718,264
Loss from operations		(671,528	)		(238,406	)		(1,191,486	)		(718,264	)

Other income (expense):
Change in fair value of over-allotment option liability		—			—			—			11,135
Gain on lawsuit settlements		—			—			—			295,000
Unrealized loss on marketable securities held in Trust Account		—			(33,053	)		—			(33,053	)
Interest earned on marketable securities held in Trust Account		753,788			931,428			1,506,717			1,789,681
Total other income		753,788			898,375			1,506,717			2,062,763

Income before provision for income taxes		82,260			659,969			315,231			1,344,499
Provision for income taxes		(146,200	)	$	(178,042	)		(295,411	)		(389,157	)
Net (loss) income	$	(63,940	)		481,927		$	19,820		$	955,342

Basic and diluted weighted average shares outstanding of redeemable shares		6,472,881			6,900,000			6,685,260			6,900,000
Basic and diluted net (loss) income per common share, redeemable shares	$	(0.01	)	$	0.05		$	0.00		$	0.11
Basic and diluted weighted average shares outstanding of non-redeemable shares		1,967,000			1,967,000			1,967,000			1,967,000
Basic and diluted net (loss) income per common share, non-redeemable shares	$	(0.01	)		0.05		$	0.00		$	0.11

(1)

Includes $57,600 and $50,000 franchise tax expense for the three months ended June 30, 2025 and 2024, respectively, and $100,000 and $100,658 franchise tax expense for the six months ended June 30, 2025 and 2024, respectively.

The accompanying notes are an integral part of the unaudited financial statements.

IRON HORSE ACQUISITIONS CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

	Common Stock Subject to Possible Redemption						Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2024		6,900,000		$	71,829,574			1,967,000	$	197	$	—	$	(4,143,958	)	$	(4,143,761	)

Remeasurement of Common Stock subject to possible redemption		—			790,838			—		—		—		(790,838	)		(790,838	)

Net income		—			—			—		—		—		83,760			83,760

Balance – March 31, 2025		6,900,000			72,620,412			1,967,000		197		—		(4,851,036	)		(4,850,839	)

Remeasurement of Common Stock subject to possible redemption		—			511,331			—		—		—		(511,331	)		(511,331	)

Excise tax on redemption of Common Stock		(6,477,975	)		(68,652,349	)		—		—		—		(686,523	)		(686,523	)

Net loss		—			—			—		—		—		(63,940	)		(63,940	)

Balance – June 30, 2025		422,025		$	4,479,394			1,967,000	$	197	$	—	$	(6,112,830	)	$	(6,112,633	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

	Common Stock Subject to Possible Redemption				Common Stock						Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance - December 31, 2023⁽¹⁾		6,900,000	$	69,000,000		1,999,200		$	200		$	—		$	(2,690,206	)	$	(2,690,006	)

Forfeiture of Founder Shares		—		—		(32,200	)		(3	)		3			—			—

Remeasurement of Common Stock subject to possible redemption		—		597,365		—			—			(3	)		(597,362	)		(597,365	)

Net income		—		—		—			—			—			473,415			473,415

Balance – March 31, 2024		6,900,000	$	69,597,365		1,967,000		$	197		$	—		$	(2,814,153	)	$	(2,813,956	)

Remeasurement of Common Stock subject to possible redemption		—		666,994		—			—			—			(666,994	)		(666,994	)

Net income		—		—		—			—			—			481,927			481,927

Balance – June 30, 2024⁽¹⁾		6,900,000	$	70,264,359		1,967,000		$	197		$	—		$	(2,999,220	)	$	(2,999,023	)

(1)

Includes an aggregate of 32,200 shares of common stock subject to forfeiture, at December 31, 2023 by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full. On December 29, 2023, the underwriters partially exercised their over-allotment option for an additional 800,000 Units, reducing the Founder Shares subject to forfeiture to 32,200. On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired and the 32,200 Founder Shares were forfeited, resulting in the Sponsor holding an aggregate of 1,932,000 Founder Shares (Note 6).

The accompanying notes are an integral part of the unaudited financial statements.

IRON HORSE ACQUISITIONS CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30,
	2025			2024
Cash Flows from Operating Activities:
Net income	$	19,820		$	955,342
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,506,717	)		(1,789,681	)
Unrealized loss on marketable securities held in Trust Account					33,053
Change in fair value of over-allotment liability		—			(11,135	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(54,401	)		(21,078	)
Prepaid insurance		42,229			(87,274	)
Prepaid income taxes		(74,615	)		—
Due from Sponsor		—			(6,500	)
Accounts payable and accrued expenses		270,540			116,387
Accrued offering costs		—			(5,000	)
Income taxes payable		(746,314	)		388,931
Net cash used in operating activities		(2,049,458	)		(426,955	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay for income and franchise taxes		1,322,667			3,338
Investment of cash into Trust Account		(229,770	)		—
Net cash provided by investing activities		1,092,897			3,338

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		650,000			—
Proceeds from promissory note		406,271			—
Payment of accrued offering costs		(75,000	)		(141,914	)
Net cash provided by (used in) financing activities		981,271			(141,914	)

Net Change in Cash		24,710			(565,531	)
Cash – Beginning of period		454			656,977
Cash – End of period	$	25,164		$	91,446

Non-Cash investing and financing activities:
Remeasurement of Common Stock subject to possible redemption	$	1,302,169		$	1,264,359
Excise tax on redemption of Common Stock	$	686,523		$	—
Due to stockholders for redemption of Common Stock	$	68,652,349		$	—

The accompanying notes are an integral part of the unaudited financial statements.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Iron Horse Acquisitions Corp. (the “Company”) was incorporated in Delaware on November 23, 2021 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”).

As of June 30, 2025, the Company had not yet commenced any operations. All activity from November 23, 2021 (inception) through June 30, 2025 relates to the Company’s formation and the Initial Public Offering (the “IPO”), which is described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company has selected December 31 as its fiscal year-end.

The registration statement for the IPO was declared effective on December 26, 2023. On December 29, 2023, the Company consummated the IPO of 6,900,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 2,457,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Bengochea SPAC Sponsors I LLC (the “sponsor”), generating gross proceeds of $2,457,000, which is described in Note 4.

Transaction costs amounted to $4,651,705 consisting of $586,500 of cash underwriting fees, $2,518,500 of deferred underwriting fees, and $1,546,705 of other offering costs.

The Units were listed on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). Pursuant to Nasdaq’s listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust account at the time of the execution of a definitive agreement for such Business Combination (net of taxes payable and deferred underwriting commissions), although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the Company will be able to affect a Business Combination successfully.

Following the closing of the IPO on December 29, 2023, an amount of $69,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Company’s trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee (the “Trustee”) and invested in United States government treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination, (ii) the redemption of any shares of common stock included in the Units sold in the IPO that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of common stock if it does not complete its initial Business Combination within 12 months from the closing of the IPO (or 18 months from the closing of the IPO if the Company extends the time to complete a Business Combination as provided in its amended and restated certificate of incorporation), provided that, pursuant to the terms of the amended and restated certificate of incorporation and the investment management trust agreement entered into between the Company and the Trustee, the only way to extend the time available for the Company to consummate its initial business combination in the absence of a charter amendment is for the sponsor, upon at least five days’ advance notice prior to the applicable deadline, to deposit into the trust account $229,770, or $233,600 if the underwriters’ over-allotment option is exercised in full, or an aggregate of $459,540, or $467,199 if the over-allotment option is exercised in full, for each three-month extension, on or prior to the date of the applicable deadline, and (iii) the Company’s failure to consummate a Business Combination within the prescribed time. If the Company is unable to consummate an initial business combination within such time period, the Company will redeem 100% of its outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for taxes (and less up to $100,000 of interest which can be used for liquidation expenses) divided by the number of then outstanding Public Shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, certain interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The Company, after signing a definitive agreement for the acquisition of a target business and in connection with consummating such a Business Combination, is required to provide stockholders who acquired shares of common stock sold as part of the Units in the IPO (“Public Stockholders”) with the opportunity to have the Company redeem their Public Shares for a pro rata share of the Trust Account. The holders of the Founder Shares (as defined in Note 6) agreed to vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these shares pursuant to letter agreements executed prior to the IPO.

The Company will seek stockholder approval of any initial Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination. Alternatively, the Company may conduct a tender offer and allow conversions in connection therewith. If the Company seeks stockholder approval of an initial Business Combination, any Public Stockholder voting either for or against such proposed Business Combination or not voting at all will be entitled to demand that his Public Shares be converted into a full pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes). Holders of warrants sold as part of the Units will not be entitled to vote on the Proposed Business Combination and will have no conversion or liquidation rights with respect to the shares of common stock underlying such warrants.

If the Company is unable to complete its initial Business Combination and expends all of the net proceeds from the sale of the Private Placement Warrants not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share redemption price for the Public Shares will be $10.00. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s stockholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Company’s common stockholders. Therefore, the actual per-share redemption/conversion price may be less than $10.00.

On October 25, 2024, the Company received the resignation of Ms. Jane Waxman as Chief Financial Officer of the Company effective immediately. Ms. Waxman’s resignation was due to personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Waxman will continue to serve as a director of the Company. On the same date, the Company’s current Chief Operating Officer, William Caragol, was appointed as the Company’s Chief Financial Officer by the Company’s board of directors.

On June 20, 2025, the Company held a Special Meeting of stockholders (the “Business Combination Special Meeting”) and the stockholders approved the proposal to adopt and adopt the Amended and Restated Business Combination Agreement, dated as of December 18, 2024, by and among the Company, Rosy Sea Holdings Limited (“Seller”), a company incorporated and existing under the laws of the British Virgin Islands and Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands which is a wholly owned subsidiary of the Seller, approved the Second Amended and Restated Certificate of Incorporation of the Company, and approved the Advisory, Nasdaq, Director Election and Adjournment proposals.

On June 25, 2025, the Company held the Extension Special Meeting of stockholders, and the stockholders approved the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026 by providing one business days’ notice to the Trustee. In connection with the stockholders’ vote at the Business Combination Special Meeting and the Extension Special Meeting, 6,751,349 shares of common stock were tendered for redemption. The Company plans to close the business combination as described in the Proxy Statement as soon as possible. As of June 30, 2025, an aggregate of 6,477,975 shares in connection with Business Combination and Extension was redeemed effectively at a redemption price of $10.60 per share, for an aggregate redemption amount of $68.65 million. The amount due to the redeeming stockholders was subsequently disbursed on the following month of July 2025. On July 8, 2025, 50,000 shares for redemption in connection with Business Combination was reversed, leaving 223,374 shares for redemption until Business Combination closes.

On June 26, 2025, the Company provided a notice to the Trustee that the Company is extending the time available in order to consummate a Business Combination for an additional one (1) month, from June 29, 2025 to July 29, 2025. In July 2025 the Company provided a notice to the Trustee that the Company is extending the time available in order to consummate a Business Combination for an additional month, to August 29, 2025, and will continue to do so as extensions are available, until the closing of the Business Combination.

Liquidity and Going Concern Consideration

As of June 30, 2025, the Company had cash of $25,164 and working capital deficit of $3,628,695, net of $68,652,349 of due to stockholders for redemption of Common Stock.

Until the consummation of an Initial Business Combination, the Company will be using the funds held outside the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, reviewing corporate documents and material agreements of prospective target businesses, and structuring, negotiating and completing an Initial Business Combination.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

On October 14, 2024, the Company issued unsecured promissory note to the Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred from time to time and as such expenses become due and payable. This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow. As of June 30, 2025 and December 31, 2024, there was $831,284 and $425,013 outstanding under the promissory note, respectively.

On December 4, 2024, the Company issued an extension note (“First Extension”) to the Target of $229,770 to fund the Company’s First Extension, which extended the period of time to complete a Business Combination to March 29, 2025.

As of June 30, 2025 and December 31, 2024, there was $229,770 outstanding under this note reported in Loan Payable in the accompanying unaudited and audited balance sheets.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company has until August 29, 2025 (or until June 29, 2026, the Third Extension) to consummate a Business Combination by the full amount of time (“Combination Period”). It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by August 29, 2025 (or until June 29, 2026, the Third Extension) there will be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 29, 2025 (or until June 29, 2026, the Third Extension). The Company intends to continue to seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarter Report on Form 10-Q.

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Middle East and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

On June 25, 2025, the Company’s stockholders elected to redeem 6,477,975 shares for a total of $68,652,349. The Company evaluated the classification and accounting of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of June 30, 2025 and concluded that it is probable that a contingent liability should be recorded. As of June 30, 2025, the Company recorded $686,523 of excise tax liability calculated as 1% of the shares redeemed. The Company plans to close the Business Combination during calendar 2025. If it does so there will not be an excise tax on the shares redeemed.

Business Combination Agreement

On September 29, 2024, the Company entered into a business combination agreement, dated as of September 27, 2024 (the “Business Combination Agreement”), with Rosey Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and the owner of 100% of the issued and outstanding capital stock of Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Target”).

The Business Combination Agreement provides, among other things, that the Company will purchase from Seller the ordinary shares of the Target in exchange for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), as a result of which the Target will become a wholly owned subsidiary of the Company. Assuming that holders of Common Stock eligible to have the Company redeem all or a portion of their shares of Common Stock in connection with the proposals to be presented to the Company’s stockholders at a meeting of such stockholders (the “Stockholder Meeting”) to approve (the “Stockholders’ Approval”) the Business Combination Agreement and the transactions contemplated thereby and by the related agreements (the “Transactions”) and certain related proposals (collectively, the “Transaction Proposals”) for a pro rata share of the funds on deposit in the Trust Account, the Company will issue to Seller 47,888,000 shares of Common Stock (the “Consideration”) pursuant to the Business Combination Agreement. The number of shares of Common Stock constituting the Consideration will be reduced on a one-for-one basis by the number of shares of Common Stock that remain in the Trust Account immediately prior to the closing of the Transactions (the “Closing”), such that if no eligible shares are redeemed, the number of shares of Common Stock constituting the Consideration will be 40,988,000.

Representations and Warranties; Covenants

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type including representations and warranties with respect to the Target made by Seller. In addition, the parties agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the Company and the Target and its subsidiaries during the period between the execution of the Business Combination Agreement and the Closing. Each of Seller and the Company also agreed to use reasonable best efforts to obtain all material consents and approvals of third parties that the parties are required to obtain in order to consummate the Transactions, and to take or cause such other action as may be reasonably necessary or as the other party may reasonably request to consummate the Transactions as soon as practicable. Additionally, the parties have agreed not to facilitate, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement.

The Company and Seller also agreed, among other things, that during the period between the execution of the Business Combination Agreement and the Closing, to the extent permitted by applicable law, they will, and will cause their subsidiaries to, allow the other party and its representatives to continue to conduct due diligence investigations and examinations of the Target and its subsidiaries (on the part of the Company) or the Company (on the part of Seller), and cooperate with the other party and its representatives regarding all other due diligence matters, including document requests.

The Company agreed to take all action within its power so that immediately following the Closing, the Company’s board of directors will consist of no fewer than five individuals, two of whom may be designated by the Company’s sponsor, and a majority of whom must qualify as independent directors under applicable stock exchange regulations, and that shall comply with all diversity requirements under applicable law. Seller agreed to take all action within its power so that immediately following the Closing, the board of directors of the Target and each subsidiary thereof consist of directors designated in writing by the Company and that complies with applicable law.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Conditions to Each Party’s Obligations

Under the Business Combination Agreement, the obligations of the Company to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including, without limitation: (i) the Stockholders’ Approval having been obtained; (ii) all regulatory approvals, consents, actions, inactions, or waivers necessary or advisable to lawfully complete the Transactions having been obtained, expired or terminated, as applicable; (iii) the registration statement containing the proxy statement/prospectus to be filed by the Company with the Securities and Exchange Commission (the “SEC”) relating to the shares of Common Stock to be issued pursuant to the Business Combination Agreement (the “Registration Statement”) becoming effective under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement having been issued, and no proceeding seeking such a stop order having been threatened or initiated by the SEC and not withdrawn; (iv) the Common Stock to be issued in connection with the Transactions having been approved for listing on Nasdaq; (v) no order or law having been issued by any governmental entity, securities exchange or similar body that is then in effect or pending and that has the effect of making the Transactions illegal or that otherwise prevents or prohibits consummation of the Transactions; (vi) the representations and warranties of Seller being true and correct, subject to the materiality standards contained in the Business Combination Agreement; (vii) material compliance by Seller with its pre-closing covenants; (viii) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement); (ix) Seller having executed the Shareholder Support Agreement and the Lock-Up Agreement (each as defined below); and (x) the Company having completed and being reasonably satisfied with its due diligence review of the Target.

Under the Business Combination Agreement, the obligations of Seller to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including, without limitation: (i) the representations and warranties of the Company being true and correct, subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance by the Company with its pre-closing covenants; and (iii) the absence of an Acquiror Material Adverse Effect (as defined in the Business Combination Agreement).

Termination

The Business Combination Agreement provides that it may be terminated, and the Transactions abandoned, under certain customary and limited circumstances, including, without limitation: (i) upon the mutual written consent of Seller and the Company; (ii) by either Seller or the Company if any governmental entity, court, securities exchange or similar body shall have issued an order that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions and such order shall have become final and non appealable; (iii) by Seller within 10 business days after the Company changes its recommendation with respect to the Transaction Proposals; (iv) by either Seller or the Company if the Company holds the Stockholder Meeting and the Stockholders’ Approval is not received; (v) by the Company if Seller has not delivered required audited and financial statements of the Target by certain dates; (vi) by either Seller or the Company if the other is in breach of any of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement such that certain conditions to the Closing cannot be satisfied and such breach is not capable of being cured or is not cured within 30 days after receipt of notice of such breach; or (vii) by either Seller or the Company if the Closing has not occurred on or before September 1, 2025.

Neither Seller nor the Company is required to pay a termination fee or reimburse the other for its expenses as a result of a termination of the Business Combination Agreement. Each of them will, however, remain liable for willful and material breaches of the Business Combination Agreement prior to termination.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Trust Account Waiver

Seller agreed that neither it nor its affiliates will have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Other Agreements

The Business Combination Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, the Company and the Target will enter into a voting and support agreement pursuant to which, among other things, Seller will agree that it will not transfer and will vote its ordinary shares of the Target in favor of the Business Combination Agreement (including by execution of a written consent) and the Transactions, and that it will take such other actions as may be necessary to further its performance of the Business Combination Agreement and the consummation of the Transactions (the “Shareholder Support Agreement”).

The Business Combination Agreement also provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, the Company and the Company’s sponsor will enter into a voting support agreement pursuant to which, among other things, the sponsor will agree that it will not transfer and will vote its shares of Common Stock and the Company’s preferred stock, or any additional shares of Common Stock or the Company’s preferred stock that it acquires prior to the Stockholder Meeting, in favor of the Business Combination Agreement and the Transactions and each of the Transaction Proposals.

The Business Combination Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller will enter into lock-up agreements with the Company pursuant to which, among other things, Seller will agree that it will not sell, for the period set forth therein, the shares of Common Stock it receives under the Business Combination Agreement (the “Lock-Up Agreement”).

Finally, the Business Combination Agreement provides that the Company and Seller will at the Closing enter into a registration rights agreement pursuant to which, among other things, the Company will agree to provide Seller with certain rights relating to the registration for resale of the shares of Common Stock it receives under the Business Combination Agreement.

On December 18, 2024, the Company, Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”), and Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and the owner of 100% of the issued and outstanding capital stock of CFI, entered into an Amended and Restated Business Combination Agreement (the “Amended Agreement”).

The material changes that were included in the Amended Agreement: (i) including CFI as a party to the Business Combination, which included CFI making the representations and warranties; (ii) including compensation to the Sponsor in the amount of $2,000,000 to be paid at the Closing; and (iii) updating Section 11.6 to include the additional Acquiror expenses that will be paid by the Seller at the Closing and to include that the Acquiror Financing Note will remain outstanding if the Closing does not occur due to a Terminating Acquiror Breach, that is not cured, or regulatory action.

On June 20, 2025, stockholders of the Company approved the Business Combination and the Business Combination Agreement. At a separate meeting, stockholders also approved an extension of the deadline by which the Company must complete an initial business combination to as late as June 29, 2026. Each extension is on a monthly basis with no required payments into trust for each month extended. As of the date of filing of this Form 10-Q, the deadline has been extended to August 29, 2025. The Company anticipates continuing to extend the deadline to permit the Business Combination Agreement to be consummated.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on February 21, 2025. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not applicable to emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The provision for income taxes for the three and six months ended June 30, 2025 was $146,200 and $295,411, respectively, and income taxes payable was $0 and prepaid income taxes was $74,615 as of June 30, 2025. The provision for income taxes for the three and six months ended June 30, 2024 was $178,042 and $389,157, respectively, and income taxes payable was $388,931.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to Public Rights and Warrants were charged to stockholders’ deficit at the completion of the IPO.

Redeemable Share Classification

The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Common Stock subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, as of June 30, 2025 and December 31, 2024, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit.

As of June 30, 2025 and December 31, 2024, the common stock subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(43,470	)
Proceeds allocated to Public Rights		(3,283,710	)
Proceeds allocated to over-allotment option		(11,135	)
Common Stock issuance cost		(4,376,044	)
Plus:
Remeasurement of carrying value to redemption value		7,714,359
Common Stock subject to possible redemption, December 31, 2023		69,000,000
Plus:
Remeasurement of carrying value to redemption value		2,829,574
Common Stock subject to possible redemption, December 31, 2024		71,829,574
Less:
Redemption of Common Stock subject to redemption		(68,652,349	)
Plus:
Remeasurement of carrying value to redemption value		1,302,169
Common Stock subject to possible redemption, June 30, 2025	$	4,479,394

Net (Loss) Income per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of Common Stock is computed by dividing net (loss) income by the weighted average number of shares of Common Stock outstanding for the period. Remeasurement of carrying value to redemption value of redeemable shares of Common Stock is excluded from (loss) income per share as the redemption value approximates fair value.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The calculation of diluted (loss) income per share does not consider the effect of the rights and warrants issued in connection with the (i) IPO, and (ii) the private placement as the exercise of the rights and warrants are contingent upon the occurrence of future events. As of June 30, 2025 and 2024, the rights and warrants are exercisable to purchase 1,380,000 and 9,357,000 shares of Common Stock, respectively, in the aggregate. The weighted average of these shares was excluded from the calculation of diluted net (loss) income per share of Common Stock as the inclusion of such rights and warrants would be anti-dilutive. The rights and warrants cannot be converted to shares of Common Stock prior to an initial Business Combination; therefore, they have been classified as anti-dilutive.

The following table reflects the calculation of basic and diluted net (loss) income per common stock (in dollars, except per share amounts):

	For the Three Months Ended										For the Six Months Ended
	June 30,										June 30,
	2025						2024				2025				2024
	Redeemable			Non- redeemable			Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and Diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income	$	(49,038	)	$	(14,902	)	$	375,019	$	106,908	$	15,314	$	4,506	$	743,415	$	211,927
Denominator:
Basic and diluted weighted average shares outstanding		6,472,881			1,967,000			6,900,000		1,967,000		6,685,260		1,967,000		6,900,000		1,967,000
Basic and diluted net (loss) income per common stock	$	(0.01	)	$	(0.01	)	$	0.05	$	0.05	$	0.00	$	0.00	$	0.11	$	0.11

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date. At December 31, 2023, the over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired and the over-allotment option liability was derecognized in the statement of operations.

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the shares of Common Stock and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreement, management concluded that the warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited financial statements.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the IPO, the Company sold 6,900,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, one redeemable warrant (the “Public Warrants”), and one right to one-fifth of one share of Common Stock upon the consummation of the Company’s initial Business Combination, so a Warrant holder must hold rights in multiples of five in order to receive shares for all of its rights upon the closing of an initial Business Combination. Each Public Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50.

Each Public Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 12-month period allotted (or up to 18 months if the Company extends the time to complete a Business Combination as provided in its amended and restated certificate of incorporation) to complete the Business Combination, the Public Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Common Stock to the holder upon exercise of the Public Warrants during the exercise period, there will be no net cash settlement of the Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the shares of Common Stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period commencing at any time after the Public Warrants have become exercisable and ending on the third trading day before the Company sends the notice of redemption to the Public Warrant holders.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the sponsor purchased an aggregate of 2,457,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $2,457,000 in the aggregate, in a private placement. The terms of the Private Placement Warrants are identical to those of the Public Warrants, other than as described in Note 7. The holders have agreed not to transfer, assign or sell any of the Private Placement Warrants or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination.

NOTE 5. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Representative Shares (as defined in Note 7), and Private Placement Warrants, as well as any warrants that may be issued in payment of Working Capital Loans (as defined in Note 6) made to the Company, are entitled to registration rights pursuant to an agreement signed prior to or on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Placement Warrants and warrants issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EF Hutton may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EF Hutton may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 915,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On December 29, 2023, the underwriters partially exercised their over-allotment option for an additional 800,000 Units. On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired.

The underwriters were entitled to a cash underwriting discount of 0.85% of the gross proceeds of the IPO, or $586,500, paid upon the closing of the IPO. Additionally, the underwriters were entitled to a deferred underwriting discount of 3.65% of the gross proceeds of the IPO, or $2,518,500, payable upon the closing of an initial Business Combination.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

In November 2021, the Company issued an aggregate of 5,750,000 shares of Common Stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In September 2022, 2,875,000 Founder Shares were returned to the Company for no consideration bringing the total issued Founder Shares to 2,875,000. In September 2023, 943,000 Founder Shares were returned to the Company for no consideration bringing the total issued Founder Shares to 1,932,000, as retrospectively presented in the financial statements. In December 2023, the Company determined to issue an additional 32,200 Founder Shares to maintain the proportionate share of the sponsor in the Company, resulting in the sponsor holding 1,964,200 Founder Shares. The Founder Shares included an aggregate of up to 32,200 shares subject to forfeiture by the holders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the holders would collectively own 22% of the Company’s issued and outstanding shares after the IPO (assuming the initial stockholders did not purchase any Public Shares in the IPO). On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired and the 32,200 Founder Shares were forfeited, resulting in the sponsor holding an aggregate of 1,932,000 Founder Shares. The holders of the Founder Shares agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) 180 days after the completion of a Business Combination and (ii) if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property.

Promissory Note — Related Party

On November 30, 2021, and as amended on July 11, 2022, November 1, 2022, May 15, 2023, June 30, 2023, and October 4, 2023, the Company issued a $1,500,000 (as amended) principal amount unsecured promissory note to the sponsor, which is an affiliate of the Company’s Chief Executive Officer. This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow.

On March 26, 2025, the Company issued an extension note (“Second Extension”) to the Sponsor of $229,770 to fund the Company’s Second Extension, which extends the period of time to complete a Business Combination to June 29, 2025.

As of June 30, 2025 and December 31, 2024, there was $1,277,781 and $627,781 outstanding under the promissory note – related party, respectively.

On April 2, 2025, the Sponsor and Mr. Jiang, entered into a letter agreement that provides for additional funding, which will be in the form of loans, by the Sponsor to the Company, and by Mr. Jiang to the Sponsor to support certain of the financial obligations of the Company through the consummation of the Business Combination.

The letter agreement contemplates that the Sponsor will loan, in the aggregate, $650,000 to the Company (the “Loan”). The Loan will be made pursuant to the promissory note, dated November 30, 2021, as amended on July 22, 2023. In April 2025, an aggregate amount of $200,000 of the Loan had been advanced to the Company.

To support the Loan Mr. Jiang agreed to loan the Sponsor an aggregate amount of $450,000, to be made in two tranches to the Sponsor. The first tranche in the amount of $229,770 was delivered by Mr. Jiang to the Sponsor on March 25, 2025, and loaned to the Company by the Sponsor to make the extension payment to extend the date by which the Company can consummate the Business Combination to June 29, 2025. The second tranche in the amount of $220,230 shall be paid directly to the Company by Mr. Jiang on behalf of the Sponsor within five business days of the date the Company clears all SEC comments in connection with the Registration Statement on Form S-4, of which this proxy statement/prospectus forms a part. As of June 30, 2025 and December 31, 2024, $650,000 and $0 of the Loan had been advanced to the Company reported under promissory note – related party, respectively.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The Loan shall be reduced by an amount equal to 50% of any amount in excess of $2,000,000 that may be remaining in the Trust Account after the consummation of the Business Combination. To the extent there is a balance due on the Loan after any such reduction, the Sponsor has agreed to repay the balance to Mr. Jiang no later than six months after the consummation of the Business Combination. In the event the Business Combination is terminated, or is unable to be consummated, the Sponsor shall repay the Loan balance within six months of such date. As an incentive to the funding the Loan, CFI has agreed that upon the consummation of the Business Combination it will exclude 200,000 of the Founder Shares held by the Sponsor from the Lock-Up.

Due from Sponsor

On January 4, 2024, the Company initiated a lawsuit against Omnia Global a/k/a Omnia Schweiz GmbH, Daniel Hansen, Mette Abel Hansen, and James Mair Findlay (collectively, “Omnia”) by filing a complaint in the U.S. District Court for the Southern District of New York, Case No. 1:24-cv-00048 alleging that Omnia had breached the Pre-Purchase Agreement by and between the Company and Omnia, dated as of May 12, 2023. The Company and Omnia have agreed to an amicable resolution of the lawsuit on mutually acceptable terms and without admission of fault by any party. On March 11, 2024, the Company settled an outstanding lawsuit against Omnia and the sponsor received the net lawsuit settlement amount of $206,500 on behalf of the Company ($295,000 gross settlement less $88,500 legal fees incurred). As of December 31, 2024 and June 30, 2025, all payments due pursuant to the settlement have been made.

Administrative Service Agreement

The Company presently occupies office space provided by an entity controlled by the sponsors. Such entity agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company agreed to pay a total of $12,000 per month to the sponsor in exchange for management support, administrative services fees, office space, and other services. The Company will cease paying these monthly fees 12 months from the date of the IPO. For the three and six months ended June 30, 2025, the Company incurred an amount of $36,000 and $72,000 for administrative services fees, of which is included in accrued expenses in the accompanying balance sheets, respectively. For the three and six months ended June 30, 2024, the Company incurred and paid an amount of $36,000 and $69,600 for administrative services fees, respectively.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, the sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial Business Combination, without interest, or, at holder’s discretion, if there are excess proceeds. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. These loans would be repaid at completion of the initial Business Combination. As of June 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share, with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2025 and December 31, 2024, there are no shares of preferred stock issued and outstanding.

Common Stock

The Company is authorized to issue 50,000,000 shares of Common Stock. As of June 30, 2025 and December 31, 2024, 1,967,000 shares of Common Stock, respectively, were issued and outstanding, excluding 422,025 and 6,900,000 shares of Common Stock subject to possible redemption, respectively. The number of shares of Common Stock issued and outstanding gives effect to the February 2024 forfeiture of 32,200 shares of Common Stock, which were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full. All of these shares were placed into an escrow account on the closing of the IPO. On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired and the 32,200 Founder Shares were forfeited, resulting in the sponsor holding an aggregate of 1,932,000 Founder Shares. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold, or released from escrow for a period ending on the 180-day anniversary of the date of the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

Rights

Each holder of a right will receive one-fifth of one share of Common Stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon the exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the shares of Common Stock will receive in the transaction on an as- converted into Common Stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive one-fifth of one share underlying each right (without paying additional consideration).

Additionally, in no event will the Company be required to net cash settle the rights. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights. Accordingly, the rights may expire worthless.

Representative Shares

The Company issued to EF Hutton and/or its designees in the IPO 35,000 shares of Common Stock (the “Representative Shares”) at the time of the consummation of IPO. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed they will (i) waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, after the closing of the Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon the Company’s redemption or liquidation.

The Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the last reported sale price (the “closing price”) of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period commencing at any time after the shares underlying the warrants have become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the common stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each Public Warrant being exercised.

The Warrants issued in the Private Placement (“Private Placement Warrants”) will be identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. As of June 30, 2025 and December 31, 2024, there were 6,900,000 Public Warrants and 2,457,000 Private Placement Warrants outstanding.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

	Level	June 30, 2025		December 31, 2024
Assets:
Marketable securities held in Trust Account	1	$	73,166,305	$	72,752,485

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 9. SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest earned on marketable securities held in Trust Account which include the accompanying unaudited statements of operations.

The key measures of segment profit or loss reviewed by our CODM are interest earned on marketable securities held in Trust Account and formation and operational costs. The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were issued.

On July 8, 2025, the 50,000 shares for redemption in connection with Business Combination was reversed, leaving 223,374 shares for redemption until Business Combination closes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Iron Horse Acquisitions Corp. References to our “management” refer to our officers and directors and references to the “sponsor” refer to Bengochea SPAC Sponsors I LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact, included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section in the proxy statement/prospectus that forms part of the Registration Statement on Form S-4 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on November 23, 2021, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the Private Placement Warrants (as defined below), our capital stock, debt or a combination of cash, stock and debt.

On December 29, 2023, we consummated our IPO of 6,900,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 2,457,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the sponsor, generating gross proceeds of $2,457,000.

Following the IPO and the sale of the Private Placement Warrants, a total of $69,000,000 was placed in the Company’s Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). We incurred $4,651,705 of transaction expenses in connection with the IPO and the sale of the Private Placement Warrants, consisting of $586,500 of cash underwriting fees, $2,518,500 of deferred underwriting fees, and $1,546,705 of other offering costs.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

On September 29, 2024, the Company entered into a business combination agreement (the “Business Combination Agreement”), dated as of September 27, 2024, with Rosey Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and the owner of 100% of the issued and outstanding capital stock of Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Target”), pursuant to which the Company will purchase from Seller the ordinary shares of the Target in exchange for shares of Common Stock, as a result of which the Target will become a wholly owned subsidiary of the Company. Depending on the number of shares of Common Stock that the holders elect to have the Company redeem in connection with the proposals presented at the Company’s meeting of stockholders to approve the Business Combination Agreement and the transactions contemplated thereby and by the related agreements and certain related matters (collectively, the “Transactions”), the Company will issue between 40,988,000 and 47,888,000 shares of Common Stock to Seller pursuant to the Business Combination Agreement.

On December 4, 2024, the Company issued an extension note to the Target to fund the Company’s First Extension, which extends the period of time to complete a Business Combination to March 29, 2025. As of June 30, 2025 and December 31, 2024, there was $229,770 outstanding under this note reported in Loan Payable in the accompanying unaudited and audited balance sheets.

On March 25, 2025, the first tranche in the amount of $229,770 under letter agreement dated April 2, 2025, was delivered by Mr. Jiang to the Sponsor, and loaned to the Company by the Sponsor to make the Second Extension payment to extend the date by which the Company can consummate the Business Combination to June 29, 2025.

On June 20, 2025, stockholders of the Company approved the Business Combination and the Business Combination Agreement. At a separate meeting, stockholders also approved an extension of the deadline by which the Company must complete an initial business combination to as late as June 29, 2026 (“Third Extension”). Each extension is on a monthly basis with no required payments into trust for each month extended. As of the date of filing of this Form 10-Q, the deadline has been extended to August 29, 2025. The Company anticipates continuing to extend the deadline to permit the Business Combination Agreement to be consummated.

The consummation of the Transactions is subject to the satisfaction of customary closing conditions, including the effectiveness of the registration statement that the Company is required to file with the SEC, required Nasdaq and regulatory approvals, and the approval of the Business Combination Agreement, the Transactions and other required shareholder proposals by the Company’s stockholders.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 23, 2021 (inception) through June 30, 2025 were organizational activities and those necessary to prepare for the IPO and, subsequent to the IPO, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for an appropriate target for, and completing, a business combination.

For the three months ended June 30, 2025, we had a net loss of $63,940, which consists of interest earned on marketable securities held in the Trust Account of $753,788, offset by formation and operating costs of $671,528 and a provision for income taxes of $146,200.

For the six months ended June 30, 2025, we had net income of $19,820, which consists of interest earned on marketable securities held in the Trust Account of $1,506,717, partially offset by formation and operating costs of $1,191,486 and a provision for income taxes of $295,411.

For the three months ended June 30, 2024, we had net income of $481,927, which consists of interest earned on marketable securities held in Trust Account of $931,428, partially offset by formation and operating costs of $238,406, unrealized loss on marketable securities held in Trust Account of $33,053 and a provision for income taxes of $178,042.

For the six months ended June 30, 2024, we had net income of $955,342, which consists of change in fair value of overallotment liability of $11,135, gain on lawsuit settlements of $295,000 and interest earned on marketable securities held in Trust Account of $1,789,681, partially offset by formation and operating costs of $718,264, unrealized loss on marketable securities held in Trust Account of $33,053 and a provision for income taxes of $389,157.

Liquidity and Capital Resources

For the six months ended June 30, 2025, cash used in operating activities was $2,049,458. Net income of $19,820 was affected by the interest earned on marketable securities held in the Trust Account of $1,506,717. Changes in operating assets and liabilities used $562,561 of cash from operating activities.

For the six months ended June 30, 2024, cash used in operating activities was $426,955. Net income of $955,342 was affected by the change in fair value of overallotment liability of $11,135, unrealized loss on marketable securities held in Trust Account of $33,053, and interest earned on marketable securities held in Trust Account of $1,789,681. Changes in operating assets and liabilities provided $385,466 of cash from operating activities.

As of June 30, 2025, we had $73,166,305 of marketable securities held in the Trust Account. During the six months ended June 30, 2025, we have withdrawn $1,322,667 of interest earned from the marketable securities held in the Trust Account to pay franchise taxes. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete a business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2025, we had cash of $25,164 outside the Trust Account. Until consummation of a business combination, we intend to use the funds held outside the Trust Account to fund our SEC and tax compliance and to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

We may need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our consummation of a business combination. Moreover, we may need to obtain additional financing either to complete a business combination or because we become obligated to redeem a significant number of our public shares upon consummation of a business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that we do not complete a business combination, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Such loans may be convertible into warrants to purchase common stock of the post-business combination entity at a price of $1.00 per warrant, at the option of the lender. These warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that mandatory liquidation, should we not complete a business combination and an extension of our deadline to do so not be approved by the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern through August 29, 2025 (or until June 29, 2026, the Third Extension), the scheduled liquidation date of the Company if it does not complete a business combination prior to such date. Management plans to complete a business combination before the mandatory liquidation date. However, there can be no assurance that we will be able to consummate any business combination by August 29, 2025 (or until June 29, 2026, the Third Extension). These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of June 30, 2025.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. We are party to an administrative services agreement with the sponsor. The sponsor has agreed that until the Company consummates a business combination, it will make office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time.

The underwriters in the IPO were entitled to a deferred underwriting discount of 3.65% of the gross proceeds of the IPO, or $2,518,500, payable upon the closing of an initial business combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of June 30, 2025.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level, due to segregation of duties, lack of supervision and review and limited documentation around controls, and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a smaller reporting company we are not required to make disclosures under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
2.1		Business Combination Agreement, dated as of September 27, 2024, by and between Iron Horse Acquisitions Corp. and Rosey Sea Holdings Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

SIGNATURES

In accordance with 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 thereunto duly authorized.

	IRON HORSE ACQUISITIONS CORP.

Date: August 14, 2025	By:	/s/ Jose Antonio Bengochea
	Name:	Jose Antonio Bengochea
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 14, 2025	By:	/s/ William J. Caragol
	Name:	William J. Caragol
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Source: View Original Filing on SEC EDGAR

FAQ

What is Iron Horse (IROHU)’s Trust Account balance and why does it matter?

The Trust Account held $73,166,305 as of June 30, 2025; this cash/securities backing supports shareholder redemptions and is the primary pool to fund or secure the Business Combination.

How many shares were redeemed and what was the redemption amount?

Stockholders tendered 6,477,975 shares which were redeemed effectively at $10.60 per share for a total of $68,652,349 (disbursed in July 2025).

Has the Business Combination been approved and what is the timeline?

Yes, stockholders approved the Business Combination Agreement. The company obtained approval to extend the deadline to complete a Business Combination up to June 29, 2026 (monthly extensions).

Does the company face liquidity or going-concern issues?

Yes. Management disclosed substantial doubt about the Company’s ability to continue as a going concern due to limited liquidity and the need to complete a Business Combination by the prescribed deadline.

What excise tax or other liabilities arose from redemptions?

The Company recorded an excise tax liability of $686,523 (1% of redemptions) as of June 30, 2025.

How much cash does Iron Horse have outside the Trust Account?

Cash outside the Trust Account was $25,164 as of June 30, 2025.

[10-Q] Iron Horse Acquisitions Corp. Unit Quarterly Earnings Report

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FAQ

What is Iron Horse (IROHU)’s Trust Account balance and why does it matter?

How many shares were redeemed and what was the redemption amount?

Has the Business Combination been approved and what is the timeline?

Does the company face liquidity or going-concern issues?

What excise tax or other liabilities arose from redemptions?

How much cash does Iron Horse have outside the Trust Account?

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[10-Q] Iron Horse Acquisitions Corp. Unit Quarterly Earnings Report

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Financial Analyst neutral

M&A Specialist positive

FAQ

What is Iron Horse (IROHU)’s Trust Account balance and why does it matter?

How many shares were redeemed and what was the redemption amount?

Has the Business Combination been approved and what is the timeline?

Does the company face liquidity or going-concern issues?

What excise tax or other liabilities arose from redemptions?

How much cash does Iron Horse have outside the Trust Account?

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