Business Context and Reporting Period
Company: Iron Horse Acquisition II Corp. (a Cayman Islands exempted company)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended November 30, 2025
Business Overview: The Company is a blank check company (SPAC) formed to effect a merger, share exchange, asset acquisition, or similar business combination with one or more businesses. It has not yet selected a specific target. The Company intends to focus on the media and entertainment industry, including content studios, animation, music, gaming, and AI-related businesses.
Key Event: The Company consummated its Initial Public Offering (IPO) on December 18, 2025, subsequent to the reporting period. The IPO consisted of 23,000,000 Units (including full exercise of the over-allotment option) at $10.00 per Unit, generating gross proceeds of $230,000,000.
Key Financial Metrics
| Metric | Year Ended Nov 30, 2025 | Period Nov 26, 2024 (Inception) to Nov 30, 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(204,391) | $(1,275) |
| General & Administrative Costs | $204,391 | $1,275 |
| Cash (Balance Sheet) | $432 | $0 |
| Working Capital Deficit | $(512,915) | Not Applicable |
| Total Assets | $364,681 | $15,000 |
| Total Liabilities | $538,347 | $16,275 |
| Shareholders' Deficit | $(173,666) | $(1,275) |
Post-Reporting Liquidity (Subsequent Event): Following the IPO on December 18, 2025, $230,000,000 was deposited into a Trust Account. The Company incurred total offering costs of $15,590,100, including $4,000,000 in cash underwriting fees and $10,950,000 in deferred underwriting fees.
Material Changes and Subsequent Events
- Capital Structure Change: As of November 30, 2025, the Company had 5,750,000 Founder Shares outstanding. Following the IPO in December 2025, the Company issued 23,000,000 Public Units and 570,000 Private Placement Units.
- Debt Repayment: The Company repaid a $300,000 promissory note to the Sponsor on December 18, 2025, using IPO proceeds.
- Going Concern Status: As of November 30, 2025, the Company had a working capital deficit and minimal cash, raising substantial doubt about its ability to continue as a going concern. Management's plan to address this is the completion of a business combination.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of November 30, 2025, due to a lack of segregation of duties and insufficient written policies.
Outlook, Risks, and Management Commentary
Business Combination Deadline: The Company has 24 months from the closing of the IPO (December 18, 2025) to consummate an initial business combination. If unsuccessful, the Company will liquidate and redeem public shares for a pro rata share of the Trust Account (approximately $10.00 per share, subject to taxes and interest).
Target Criteria: The Company targets businesses with high growth trajectories, strong free cash flow potential, and a focus on media, entertainment, and AI. The target must have a fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes).
Key Risks:
- Liquidity Risk: The Company lacks sufficient liquidity to sustain operations for one year without a business combination.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain claims, there is no guarantee the Sponsor has sufficient funds to satisfy these obligations, which could reduce the redemption price below $10.00 per share.
- Regulatory Risk: The Company is subject to new SEC rules regarding SPACs, which may increase costs and time required to complete a transaction.
- Conflicts of Interest: Officers and directors have fiduciary duties to other entities and may have conflicts in selecting a target. Founder shares were purchased at a nominal price ($0.0056/share), creating a potential misalignment of interests with public shareholders.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance and interest earned in the Trust Account to confirm the approximate $10.00 per share redemption value.
- Extension Provisions: Review the Company's charter for specific terms regarding shareholder approval required to extend the 24-month deadline.
- Sponsor Indemnity: Assess the financial strength of IRHO SPAC Sponsor LLC to determine the likelihood of satisfying indemnification obligations if third-party claims arise against the Trust Account.
- Deferred Underwriting Fees: Confirm the $10,950,000 deferred fee obligation and its impact on the net cash available to the post-combination entity.
- Internal Control Remediation: Monitor the Company's progress in remediating the material weaknesses in internal controls over financial reporting identified in this filing.