IROHU 8-K: Amendment to Business Combination Agreement Filed; Warrant Exercise Price $11.50

Rhea-AI Filing Summary

Iron Horse Acquisitions Corp. reported a material event on Form 8-K indicating that Amendment No. 1 to its Amended and Restated Business Combination Agreement dated December 18, 2024 among Iron Horse, the Seller and CFI was filed. The filing identifies the company’s public securities structure: units (one share of common stock, one redeemable warrant, and one right equal to one-fifth of a share), common stock (ticker IROH), redeemable warrants exercisable at $11.50 per share (ticker IROHW), and rights (ticker IROHR) traded on The Nasdaq Stock Market. The document is dated September 3, 2025 and is signed by Chief Executive Officer Jose Antonio Bengochea. The filing references an amendment but does not disclose the amendment’s specific economic or operational terms within the provided text.

Positive

• Amendment No. 1 to the Amended and Restated Business Combination Agreement was formally filed and disclosed on Form 8-K.
• Filing includes clear identification of the company’s traded instruments and the $11.50 warrant exercise price.

Negative

• The provided content does not include the substantive terms of Amendment No. 1, so material economic or timing impacts cannot be assessed.
• Key details such as changes to deal consideration, closing conditions, or effective dates are not disclosed in the excerpt.

Insights

Corporate Governance Expert

TL;DR: The company filed an amendment to its business combination agreement; the filing confirms material action but omits amendment specifics.

The Form 8-K indicates a material contractual change via "Amendment No. 1" to the previously disclosed Amended and Restated Business Combination Agreement dated December 18, 2024. Filing and CEO signature satisfy disclosure formalities and signal a potentially material development for the proposed transaction. However, the text provided does not include the amendment’s substantive terms, effective dates, or any financial impacts, limiting assessment of governance, dilution, or counterparty concessions. Investors must review the complete 8-K exhibit or amendment to evaluate changes to deal economics, covenants, termination rights, or closing conditions.

M&A Specialist

TL;DR: Amendment to the merger agreement was filed; material but the absence of term details prevents transaction impact analysis.

The notice confirms that parties (Iron Horse, Seller, and CFI) executed Amendment No. 1 to the Amended and Restated Business Combination Agreement. This is a material filing for a SPAC-style combination as it can alter timing, structure, or economics of the deal. The filing includes identifiers for traded securities and confirms warrant exercise price of $11.50. Without the amendment text, we cannot determine whether changes are accretive, dilutive, extend timelines, or modify closing conditions. Obtain the attached amendment exhibit to quantify any valuation or shareholder-impacting changes.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2025

IRON HORSE ACQUISITIONS CORP.
(Exact name of registrant as specified in its charter)

Delaware		001-41898		85-4105289
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation or organization)				Identification No.)

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

Registrant’s telephone number, including area code: (310) 290-5383

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of common stock, one redeemable warrant, and one right entitling the holder to receive one-fifth (1/5) of one share of common stock		IROHU		The Nasdaq Stock Market LLC
Common stock		IROH		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		IROHW		The Nasdaq Stock Market LLC
Rights		IROHR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on December 18, 2024, Iron Horse Acquisitions Corp. (the “Registrant” or “Iron Horse”) entered into the Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), by and among Iron Horse, 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 (“CFI”), a company incorporated and existing under the laws of the British Virgin Islands which is a wholly owned subsidiary of the Seller.

On August 31, 2025, Iron Horse entered into an amendment to the Business Combination Agreement (the “Amendment”) with Seller and CFI. Prior to the Amendment, the Business Combination Agreement provided that Iron Horse may terminate the Business Combination Agreement if the closing of the Business Combination has not occurred on or before September 1, 2025 (the “Agreement End Date”). Pursuant to the Amendment, the Agreement End Date is extended from September 1, 2025 to September 15, 2025.

The summary above is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibits 2.1 and is incorporated herein. Unless otherwise defined herein, the capitalized terms used above are defined in the Business Combination Agreement.

Item 8.01. Other Events

On June 20, 2025, the stockholders of Iron Horse approved and adopted the Business Combination Agreement and certain other proposals. The Business Combination is pending.

As a result of the vote to approve the Business Combination Agreement, the Registrant was required to permit the holders of shares of its common stock sold in its initial public offering to redeem those shares if desired. As a result of redemptions and the number of shares issued to the Seller pursuant to the terms of the Business Combination Agreement, the Registrant has determined that, upon consummation of the Business Combination, the Registrant will meet the definition of a “controlled company” pursuant to Nasdaq Listing Rule 5615(c)(1) as more than 50% of the voting power for the election of directors will be held by one entity.

Companies that qualify as a controlled company may elect to not comply with certain corporate governance requirements otherwise applicable to Nasdaq-listed issuers including: (i) the requirement to have a majority of independent directors on the board; (ii) the requirement that the company’s compensation committee be comprised entirely of independent directors; and (iii) the requirement that board nominations be made by a committee comprised entirely of independent directors or by a resolution of independent directors.

While it will meet the definition post-closing, the Registrant does not intend to avail itself of the exceptions. However, at a later date, this decision could change and provided it still meets the definition of a controlled company, the Registrant could avail itself of the lesser corporate governance requirements outlined above. The Registrant will be required to disclose in its proxy statement whether it is taking advantage of the controlled company exemption.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
2.1		Amendment No. 1 to the Amended and Restated Business Combination Agreement dated December 18, 2024 by and among Iron Horse, Seller and CFI.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 3, 2025	IRON HORSE ACQUISITIONS CORP.
	By:	/s/ Jose Antonio Bengochea
	Name:	Jose Antonio Bengochea
	Title:	Chief Executive Officer

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FAQ

What did Iron Horse Acquisitions Corp. (IROHU) file on this Form 8-K?

The company filed a Form 8-K disclosing Amendment No. 1 to its Amended and Restated Business Combination Agreement dated December 18, 2024, dated September 3, 2025 and signed by CEO Jose Antonio Bengochea.

Does the filing disclose the terms of the amendment to the business combination agreement?

No; the provided excerpt references the amendment but does not include the amendment’s substantive terms or financial details.

What securities and exercise price are identified in the filing for IROHU-related instruments?

The filing describes units (one common share, one redeemable warrant, one right equal to one-fifth of a share), common stock (ticker IROH), redeemable warrants (ticker IROHW) exercisable at $11.50 per share, and rights (ticker IROHR), all listed on The Nasdaq Stock Market.

Who signed the Form 8-K for Iron Horse Acquisitions Corp.?

The Form 8-K excerpt is signed by Jose Antonio Bengochea, Chief Executive Officer.

Is there enough information in this excerpt to evaluate the amendment’s impact on shareholders?

No; because the excerpt lacks the amendment’s terms, it is insufficient to evaluate impacts on deal economics, dilution, or closing conditions.