Iron Horse Acquisitions Corp. Common Stock (IROH) 8-KIron Horse Acquisitions Corp. Announces Pricing of $61,000,000 Initial Public Offering

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

December 27, 2023

Date of Report (Date of earliest event reported)

Iron Horse Acquisitions Corp.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (310) 290-5383

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01. Entry into a Material Definitive Agreement.

On December 26, 2023, the registration statement (File No. 333-275076) (the “S-1”) relating to the initial public offering (“IPO”) of Iron Horse Acquisitions Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. The Company subsequently filed, on December 27, 2023, a registration statement on Form S-1MEF (File No. 333-276282) (the “S-1MEF” and, together with the S-1, the “Registration Statement”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:

On December 29, 2023, the Company consummated its IPO of 6,900,000 units (the “Units”), which amount includes a partial exercise of the Underwriters’ over-allotment option for 800,000 Units and 100,000 Units registered under the S-1MEF. Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one full warrant, and one right (“Right”) to receive one-fifth (1/5) of one share of Common Stock upon the consummation of an initial business combination (as described in the Company’s organizational documents and in the Registration Statement, the “Business Combination”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $69,000,000.

A total of $69,000,000 of the net proceeds from the sale of Units in the initial public offering and the Private Placement (as defined below) was placed in a trust account established for the benefit of the Company’s public shareholders. The Company expects to file an audited balance sheet as of December 29, 2023 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement within four (4) business days of the consummation of the IPO.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of 2,457,000 warrants (the “Private Warrants”), generating total proceeds of $2,457,000.

The Private Warrants are identical to the Warrants sold as part of the public Units in this offering. Additionally, the Sponsor agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in the Registration Statement) until 180 days after the completion of the Business Combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.

The Private Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the closing of the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 26, 2023. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference.

Item 8.01. Other Events.

On December 27, 2023, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On December 29, 2023, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

1.1       Underwriting Agreement, dated December 27, 2023, between the Company and EF Hutton LLC.

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.