Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Iron Horse Acquisition II Corp., a Cayman Islands-based special purpose acquisition company (SPAC). The report covers events occurring between December 16, 2025 (SEC effectiveness date) and December 18, 2025 (IPO closing date).
Key Financial Metrics
| Metric | Value |
|---|---|
| Public Units Sold | 23,000,000 (including 3,000,000 over-allotment) |
| Offering Price | $10.00 per Unit |
| Gross Proceeds (Public) | $230,000,000 |
| Private Placement Units Sold | 570,000 (370,000 to Sponsor; 200,000 to Cantor) |
| Gross Proceeds (Private) | $5,700,000 |
| Total Gross Proceeds | $235,700,000 |
| Funds in Trust Account | $230,000,000 |
Note: Net proceeds, underwriting discounts, and specific cash flow statements are not detailed in this filing text.
Material Changes
This filing represents the company's transition from a pre-IPO entity to a publicly traded company on The Nasdaq Stock Market, LLC. Key securities registered include:
- Units (IRHOU): One ordinary share and one right.
- Ordinary Shares (IRHO): Par value $0.0001.
- Rights (IRHOR): Entitle holder to 1/10 of an ordinary share upon business combination.
The company entered into definitive agreements including an Underwriting Agreement with Cantor Fitzgerald & Co., a Rights Agreement, and various private placement agreements.
Outlook, Risks, and Contingencies
Trust Account Restrictions: The $230,000,000 held in the trust account is restricted. Funds will not be released until the earliest of: (i) completion of an initial business combination, (ii) redemption of shares to amend the obligation to redeem if no combination occurs within 24 months, or (iii) redemption if the combination is not completed within the 24-month "Combination Period."
Timeline: The company has 24 months from the IPO closing to complete an initial business combination.
Emerging Growth Company: The registrant has elected to be treated as an emerging growth company.
Investor Verification Checklist
- Verify the final net proceeds after deducting underwriting discounts and offering expenses (not explicitly stated in this text).
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption rights and governance terms.
- Confirm the specific terms of the Sponsor and Cantor private placement units, including any lock-up provisions or dividend rights.
- Monitor the 24-month deadline for the initial business combination to assess redemption risk.