Business Context and Reporting Period
Company: Iron Horse Acquisition II Corp. (a Cayman Islands emerging growth company)
Reporting Period: December 18, 2025 (Date of earliest event reported)
Event: Consummation of Initial Public Offering (IPO) and full exercise of underwriters' over-allotment option.
Key Financial Metrics
| Metric | Value |
|---|---|
| Units Sold (Public) | 23,000,000 (20,000,000 initial + 3,000,000 over-allotment) |
| Price Per Unit | $10.00 |
| Gross Proceeds (IPO) | $230,000,000 |
| Private Placement Units | 570,000 (370,000 to Sponsor; 200,000 to Cantor Fitzgerald & Co.) |
| Gross Proceeds (Private) | $5,700,000 |
| Total Gross Proceeds | $235,700,000 |
| Funds in Trust Account | $230,000,000 (Includes $10,950,000 deferred underwriting discount) |
| Trustee | Continental Stock Transfer & Trust Company |
Note: Revenue, profit, cash flow, and margin data are not applicable as this is a pre-business combination SPAC filing. Debt and liquidity details beyond the trust account are not explicitly detailed in the text.
Material Changes
- Capital Structure: Transitioned from a private entity to a public company with Units (IRHOU), Ordinary Shares (IRHO), and Rights (IRHOR) trading on The Nasdaq Stock Market.
- Liquidity Event: Raised $235.7 million in gross proceeds through the IPO and private placement.
- Trust Funding: $230 million was deposited into a U.S.-based trust account immediately following the closing.
Outlook, Risks, and Management Commentary
Management Commentary: The Company has completed its IPO and private placement. An audited balance sheet as of December 18, 2025, reflecting these proceeds, is filed as Exhibit 99.1.
Unusual Items: The filing notes a deferred underwriting discount of $10,950,000 included within the trust account balance.
Risks/Contingencies: The filing does not explicitly list risk factors; however, as a SPAC, the Company is subject to the standard risks associated with completing an initial business combination within the required timeframe.
Investor Verification Checklist
- Verify the full terms of the underwriting agreement regarding the $10,950,000 deferred discount.
- Review the Audited Balance Sheet (Exhibit 99.1) for specific cash balances outside the trust account and any initial working capital loans.
- Confirm the specific redemption rights and expiration dates for the Rights (IRHOR) component.
- Check for any subsequent filings regarding the selection of a target business combination.