Iron Horse Acquisitions Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| and one right entitling the holder to receive one-fifth (1/5) of one share of common stock | The Stock Market LLC | |||
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| at an exercise price of $11.50 per share | The Stock Market LLC | |||
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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 “First Amendment”) with Seller and CFI. Prior to the First 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 First Amendment, the Agreement End Date was extended from September 1, 2025 to September 15, 2025.
On September 12, 2025, Iron Horse entered into the second amendment to the Business Combination Agreement (the “Second Amendment”) with Seller and CFI to further extend the Agreement End Date from September 15, 2025 to September 30, 2025.
The summary above is qualified in its entirety by reference to the complete text of the Second 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 2.1 | Amendment No. 2 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) |
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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 15, 2025 | IRON HORSE ACQUISITIONS CORP. | |
| By: | /s/ Jose Antonio Bengochea | |
| Name: | Jose Antonio Bengochea | |
| Title: | Chief Executive Officer | |
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