Nasdaq flags Iron Horse (Nasdaq: IROHU) for MVLS listing deficiency risk

Rhea-AI Filing Summary

Iron Horse Acquisitions Corp. received a Nasdaq notice that its Minimum Value of Listed Securities (MVLS) has been below $50.0 million for the last 30 consecutive business days, violating Nasdaq Global Market listing requirements.

The company has 180 calendar days, until February 16, 2026, to regain compliance by maintaining MVLS at or above $50.0 million for at least ten consecutive business days. If it fails, its securities may be delisted, though the company could appeal. Iron Horse expects that completing its pending business combination could help restore compliance, but there is no assurance this will occur.

Positive

• None.

Negative

• Nasdaq MVLS deficiency and delisting risk: Iron Horse’s MVLS has stayed below $50.0 million for 30 consecutive business days, triggering a Nasdaq Global Market deficiency notice and a 180-day cure period ending February 16, 2026, after which its securities could be subject to delisting.

Insights

Equity market structure analyst

Nasdaq MVLS deficiency introduces real delisting risk for Iron Horse.

Iron Horse Acquisitions Corp. has fallen below Nasdaq Global Market’s $50.0 million Minimum Value of Listed Securities requirement for 30 consecutive business days. This triggered a formal deficiency notice and starts a defined cure period under Nasdaq rules.

The company now has 180 calendar days, until February 16, 2026, to restore compliance by maintaining MVLS at or above $50.0 million for at least ten consecutive business days. Failure would lead to a delisting determination, though Iron Horse could request a hearing before a Nasdaq Hearings Panel.

Management indicates it anticipates regaining compliance once it can consummate its pending business combination, but explicitly notes there is no assurance this will occur. Actual outcomes will depend on the value the market assigns to the combined company after any transaction closes.

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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 20, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 20, 2025, Iron Horse Acquisitions Corp. (the “Company”), received a letter (the “MVLS Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days prior to the date of the MVLS Notice, the Company’s Minimum Value of Listed Securities (“MVLS”) was less than $50.0 million, which does not meet the requirement for continued listing on The Nasdaq Global Market, as required by Nasdaq Listing Rule 5450(b)(2)(A)) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff has provided the Company with 180 calendar days, or until February 16, 2026, to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Global Market.

If the Company regains compliance with the MVLS Rule, the Staff will provide written confirmation to the Company and close the matter. To regain compliance with the MVLS Rule, the Company’s MVLS must meet or exceed $50.0 million for a minimum of ten consecutive business days during the 180-day compliance period ending on February 16, 2026. In the event the Company does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel.

The Company anticipates that once it is able to consummate its pending business combination it be able to regain compliance with the MVLS Rule. However, there can be no assurance that the Company will be able to regain compliance with the MVLS Rule.

Item 9.01 Financial Statements and Exhibits.

104 Cover Page Interactive Data File (Formatted in Inline XBRL)

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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: August 22, 2025	IRON HORSE ACQUISITIONS CORP.
	By:	/s/ Jose Antonio Bengochea
	Name:	Jose Antonio Bengochea
	Title:	Chief Executive Officer

2

FAQ

What Nasdaq notice did Iron Horse Acquisitions Corp. (IROHU) receive?

Iron Horse Acquisitions Corp. received a Nasdaq notice that its Minimum Value of Listed Securities has been below $50.0 million for 30 consecutive business days, meaning it no longer meets the Nasdaq Global Market MVLS listing requirement under Nasdaq Listing Rule 5450(b)(2)(A).

What is the Nasdaq MVLS requirement affecting Iron Horse (IROHU)?

Nasdaq’s MVLS rule requires a company on the Nasdaq Global Market to maintain a Minimum Value of Listed Securities of at least $50.0 million. Iron Horse’s MVLS stayed below that level for 30 consecutive business days, creating a compliance deficiency that triggered the formal notice.

How long does Iron Horse (IROHU) have to regain Nasdaq compliance?

Iron Horse has 180 calendar days, until February 16, 2026, to regain compliance. To cure the deficiency, its Minimum Value of Listed Securities must be at least $50.0 million for a minimum of ten consecutive business days during this 180-day compliance period.

What happens if Iron Horse (IROHU) does not regain MVLS compliance?

If Iron Horse does not regain compliance with the $50.0 million MVLS requirement by February 16, 2026, Nasdaq may notify the company that its securities are subject to delisting. At that point, Iron Horse could appeal the delisting determination to a Nasdaq Hearings Panel.

How does Iron Horse plan to address the Nasdaq MVLS deficiency?

Iron Horse states it anticipates regaining compliance with the MVLS rule once it is able to consummate its pending business combination. However, the company also cautions there can be no assurance it will successfully complete the transaction or restore MVLS to the required level.

Does the Nasdaq MVLS notice immediately affect Iron Horse (IROHU) trading?

The company reports that the MVLS notice has no immediate effect on the listing of its securities on the Nasdaq Global Market. Iron Horse’s securities remain listed while it works through the 180-day compliance period to attempt to restore its Minimum Value of Listed Securities.