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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): August 31, 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 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on December 18, 2024, Iron Horse Acquisitions Corp. (the “Registrant” or “Iron Horse”) entered into the Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), by and among Iron Horse, Rosy Sea Holdings Limited (“Seller”), a company incorporated and existing under the laws of the British Virgin Islands and Zhong Guo Liang Tou Group Limited (“CFI”), a company incorporated and existing under the laws of the British Virgin Islands which is a wholly owned subsidiary of the Seller.
On August 31, 2025, Iron Horse entered into an amendment to the Business Combination Agreement (the “Amendment”) with Seller and CFI. Prior to the Amendment, the Business Combination Agreement provided that Iron Horse may terminate the Business Combination Agreement if the closing of the Business Combination has not occurred on or before September 1, 2025 (the “Agreement End Date”). Pursuant to the Amendment, the Agreement End Date is extended from September 1, 2025 to September 15, 2025.
The summary above is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibits 2.1 and is incorporated herein. Unless otherwise defined herein, the capitalized terms used above are defined in the Business Combination Agreement.
Item 8.01. Other Events
On June 20, 2025, the stockholders of Iron Horse approved and adopted the Business Combination Agreement and certain other proposals. The Business Combination is pending.
As a result of the vote to approve the Business Combination Agreement, the Registrant was required to permit the holders of shares of its common stock sold in its initial public offering to redeem those shares if desired. As a result of redemptions and the number of shares issued to the Seller pursuant to the terms of the Business Combination Agreement, the Registrant has determined that, upon consummation of the Business Combination, the Registrant will meet the definition of a “controlled company” pursuant to Nasdaq Listing Rule 5615(c)(1) as more than 50% of the voting power for the election of directors will be held by one entity.
Companies that qualify as a controlled company may elect to not comply with certain corporate governance requirements otherwise applicable to Nasdaq-listed issuers including: (i) the requirement to have a majority of independent directors on the board; (ii) the requirement that the company’s compensation committee be comprised entirely of independent directors; and (iii) the requirement that board nominations be made by a committee comprised entirely of independent directors or by a resolution of independent directors.
While it will meet the definition post-closing, the Registrant does not intend to avail itself of the exceptions. However, at a later date, this decision could change and provided it still meets the definition of a controlled company, the Registrant could avail itself of the lesser corporate governance requirements outlined above. The Registrant will be required to disclose in its proxy statement whether it is taking advantage of the controlled company exemption.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to the Amended and Restated Business Combination Agreement dated December 18, 2024 by and among Iron Horse, Seller and CFI. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 3, 2025 | IRON HORSE ACQUISITIONS CORP. | |
| By: | /s/ Jose Antonio Bengochea | |
| Name: | Jose Antonio Bengochea | |
| Title: | Chief Executive Officer | |
3
Exhibit 2.1
AMENDMENT TO THE
BUSINESS
COMBINATION AGREEMENT
Dated as of August 31, 2025
This AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Iron Horse Acquisitions Corp., a Delaware corporation (“Acquiror”), (ii) Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”), and (iii) Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Company”). Each of Acquiror, Seller and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
WHEREAS the Parties are all of the Parties to that certain Amended and Restated Business Combination Agreement dated as of December 18, 2024 (as may be further amended, modified or supplemented from time to time, the “Business Combination Agreement”); and
WHEREAS, the Parties now desire to amend the Business Combination Agreement to extend the Agreement End Date;
NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
| 1. | Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Business Combination Agreement. |
| 2. | Amendment. The following section of the Business Combination Agreement is hereby amended and restated in its entirety to provide as follows: |
(a) Section 10.1(f) is hereby amended to read as follows:
“(f) prior to the Closing, by written notice to Seller from Acquiror if (i) there is any breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement, such that the conditions specified in Section 9.1(a) or 9.1(b) would not be satisfied at the Closing (a “Terminating Seller Breach”), except that, if such Terminating Seller Breach is curable by Seller through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt by Seller of notice from Acquiror of such breach (the “Seller Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Seller Breach is not cured within the Seller Cure Period, or (ii) the Closing has not occurred on or before September 15, 2025 (the “Agreement End Date”), unless Acquiror is in material breach hereof; or
3. Effect of Amendment; Full Force and Effect. This Amendment shall form a part of the Business Combination Agreement for all purposes, and each Party shall be bound hereby and this Amendment and the Business Combination Agreement shall be read and interpreted as one combined instrument. From and after the Amendment Date, each reference in the Business Combination Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Business Combination Agreement shall mean and be a reference to the Business Combination Agreement as amended by this Amendment. Except as herein expressly amended or otherwise provided herein, each and every term, condition, warranty and provision of the Business Combination Agreement shall remain in full force and effect, and such are hereby ratified, confirmed and approved by the Parties.
4. Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the Amendment Date.
| IRON HORSE ACQUISITIONS CORP. | ||
| By: | /s/ Jose A. Bengochea | |
| Name: | Jose A. Bengochea | |
| Title: | Chief Executive Officer | |
| ROSY SEA HOLDINGS LIMITED | ||
| By: | /s/ Zhenjun JIANG | |
| Name: | Zhenjun JIANG | |
| Title: | Director | |
| ZHONG GUO LIANG TOU GROUP LIMITED | ||
| By: | /s/ Zhenjun JIANG | |
| Name: | Zhenjun JIANG | |
| Title: | Director | |
[Signature Page to Amendment to Business Combination Agreement]