Iron Horse Acquisition II Corp. 8-K

What Happened

• Iron Horse Acquisition II Corp. announced it consummated its initial public offering (IPO) on December 16, 2025, and the underwriters exercised their over‑allotment on December 18, 2025.
• The IPO sold units (each unit = one ordinary share and one right to receive 1/10 of a share on a business combination) at $10.00 per Unit and generated gross proceeds of $230,000,000. Simultaneously, the company completed a private placement of 570,000 private units for $5,700,000.
• As of December 18, 2025, $230,000,000 of the IPO proceeds (which includes $10,950,000 of the underwriters’ deferred discount) was deposited in a U.S.-based trust account. An audited balance sheet as of December 18, 2025, reflecting these receipts is filed as Exhibit 99.1.

Key Details

• IPO units originally 20,000,000; underwriters exercised option to purchase 3,000,000 additional Units (over‑allotment).
• IPO price: $10.00 per Unit; IPO gross proceeds: $230,000,000.
• Private placement: 570,000 Private Units at $10.00 each, gross proceeds $5,700,000 (370,000 to Sponsor; 200,000 to Cantor Fitzgerald & Co.).
• Trust deposit: $230,000,000 held by Continental Stock Transfer & Trust Company as trustee.

Why It Matters

• The filing confirms the company is now funded and has placed the IPO proceeds in a trust account, a standard step for special purpose acquisition companies (SPACs) preparing to seek an initial business combination.
• Investors should note the total gross capital raised (IPO plus private placement) was $235.7 million, and the presence of an audited balance sheet provides an audited snapshot of the company's cash position following the offering.