Iron Horse Acquisitions Corp. II S-1/A

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

MEMORANDUM AND ARTICLES OF ASSOCIATION

FORM AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

CERTIFICATE OF CONVERSION FILED WITH THE STATE OF DELAWARE

SPECIMEN UNIT CERTIFICATE

SPECIMEN CERTIFICATE

SPECIMEN RIGHTS CERTIFICATE

FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION MAPLES & CALDER (CAYMAN) LP

OPINION OF LOEB & LOEB LLP

FORM OF LETTER AGREEMENT FROM CACH OF THE REGISTRANT'S OFFICERS, DIRECTORS AND INITIAL SHAREHOLDERS

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

AMENDMENT TO PROMISSORY NOTE DATED MAY 14, 2025

FORM OF REGISTRATION RIGHTS AGREEMENT

FORM OF SUBSCRIPTION AGREEMENT FOR PRIVATE UNITS BY INITIAL SHAREHOLDERS

FORM OF SUBSCRIPTION AGREEMENT FOR PRIVATE UNITS BY CANTOR

FORM OF INDEMNIFICATION AGREEMENT

SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND BENGOCHEA SPAC SPONSORS II LLC FOUNDER SHARES

CODE OF ETHICS

CONSENT OF MALONEBAILEY, LLP

CONSENT OF DANIEL BECKER

AUDIT COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

FILING FEE TABLE

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