[8-K] Iron Horse Acquisitions Corp. Unit Reports Material Event

Rhea-AI Filing Summary

Iron Horse Acquisitions Corp (NASDAQ: IROHU) announced the adjournment of its special stockholders meeting originally scheduled for June 20, 2025. The meeting was postponed to June 25, 2025, at 10:00 AM ET without conducting any business except approving the adjournment.

The special meeting was called to vote on two significant proposals:

• The Extension Amendment Proposal
• The Trust Amendment Proposal

Shareholders who wish to change or revoke their previous votes on these proposals must submit their new votes by 11:59 PM ET on June 24, 2025. The company, which is classified as an emerging growth company, has its securities listed on the Nasdaq Stock Market, including units (IROHU), common stock (IROH), redeemable warrants exercisable at $11.50 per share (IROHW), and rights (IROHR).

Positive

• None.

Negative

• Special Meeting adjourned without conducting planned business regarding Extension Amendment and Trust Amendment Proposals, indicating potential lack of sufficient shareholder support
• Additional solicitation of votes needed, suggesting uncertainty around critical proposals that could affect the company's future

Insights

SPAC Transaction Specialist

Iron Horse Acquisitions Corp. adjourned its special meeting for extension proposals to June 25, suggesting timeline challenges for this SPAC.

This 8-K discloses that Iron Horse Acquisitions Corp., a special purpose acquisition company (SPAC), has adjourned its special meeting originally scheduled for June 20, 2025. The meeting was specifically called to vote on an Extension Amendment Proposal and Trust Amendment Proposal, which are critical items typically sought when a SPAC is approaching its deadline to complete a business combination.

The adjournment until June 25, 2025, without conducting any business other than approving the adjournment itself, suggests potential challenges in securing sufficient shareholder support for these amendments. Extension amendments typically seek to prolong the SPAC's deadline to complete a merger, while trust amendments often modify terms related to the trust account holding investor funds.

Notably, the filing indicates shareholders still have time to change or revoke their prior votes before the new meeting date. This suggests the company may be actively working to secure additional favorable votes during this interim period. For SPAC investors, this adjournment signals uncertainty about the company's timeline and potentially its ability to complete a business combination under current terms.

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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): June 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 8.01. Other Events

On June 20, 2025, Iron Horse Acquisition Corp. (the “Company”) called to order its special meeting of stockholders (the “Special Meeting”) for the purpose of approving the Extension Amendment Proposal and the Trust Amendment Proposal set forth in the Company’s definitive proxy statement filed with the SEC on May 30, 2025. The Special Meeting was adjourned until 10:00 AM Eastern Time on June 25, 2025, without any business being conducted other than the approval of the proposal to adjourn the Special Meeting. If you would like to change or revoke your prior vote on the Extension Amendment Proposal or the Trust Amendment Proposal, please submit your votes before 11:59 pm ET June 24, 2025.

1

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: June 23, 2025	IRON HORSE ACQUISITIONS CORP.
	By:	/s/ Jose Antonio Bengochea
	Name:	Jose Antonio Bengochea
	Title:	Chief Executive Officer

2

FAQ

What was the purpose of IROHU's special meeting on June 20, 2025?

The special meeting was called to approve the Extension Amendment Proposal and Trust Amendment Proposal as outlined in the Company's definitive proxy statement filed with the SEC on May 30, 2025. However, the meeting was adjourned without conducting these matters.

When was IROHU's special meeting adjourned to?

The special meeting was adjourned until 10:00 AM Eastern Time on June 25, 2025. Stockholders can change or revoke their prior votes on the proposals until 11:59 PM ET on June 24, 2025.

What securities does IROHU have listed on Nasdaq?

IROHU has four securities listed on The Nasdaq Stock Market LLC: 1) Units (IROHU) consisting of one share of common stock, one redeemable warrant, and one right, 2) Common stock (IROH), 3) Redeemable warrants (IROHW) exercisable at $11.50 per share, and 4) Rights (IROHR).

Who is the current CEO of IROHU as of June 2025?

Jose Antonio Bengochea is the Chief Executive Officer of Iron Horse Acquisitions Corp., as evidenced by his signature on the 8-K filing dated June 23, 2025.

Is IROHU considered an emerging growth company?

Yes, IROHU is classified as an emerging growth company as indicated by the checked box in the filing. The company has not elected to use the extended transition period for complying with new or revised financial accounting standards.