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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) |
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
