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): February 5, 2026 (February 5, 2026)
IRON HORSE ACQUISITION II CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-43021 | 98-1885362 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
851 Broken Sound Parkway NW, Suite 230
Boca Raton, FL 33487
(Address of principal executive offices, including zip code)
(310) 290-5383
Registrant’s telephone number, including area code:
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 | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01. Other Events.
On February 5, 2026, Iron Horse Acquisition II Corp. (the “Company”), announced that, on or about February 6, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the ordinary shares and rights included in the Units. Each Unit consists of one ordinary share, par value $0.0001 per share (“Ordinary Share”) and right (“Right”), each Right entitles the holder thereof to one-tenth of one Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “IRHOU.” Any underlying Ordinary Shares and Rights that are separated will trade on Nasdaq under the symbols “IRHO” and “IRHOR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Ordinary Shares and Rights.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
| IRON HORSE ACQUISITION II CORP. | |||
| By: | /s/ Jose Bengochea | ||
| Name: | Jose Bengochea | ||
| Title: | Chief Executive Officer | ||
| Dated: February 5, 2026 | |||
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Exhibit 99.1
Iron Horse Acquisition II Corp. Announces the Separate Trading of its Ordinary Shares and Rights Commencing February 6, 2026
Boca Raton, FL, Feb. 05, 2026 (GLOBE NEWSWIRE) – Iron Horse Acquisition II Corp. (the “Company”), a special purpose acquisition company formed as a Cayman Islands exempted company, today announced that commencing February 6, 2026, holders of the units sold in the Company’s initial public offering completed on December 18, 2025, may elect to separately trade the ordinary shares of the Company and the rights included in such units on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). Each unit consists of one ordinary share of the Company, $0.0001 par value per share, and one right, each right entitling the holder to one-tenth (1/10) of one ordinary share at the time of the Company’s initial business combination.
The ordinary shares and rights that are separated will trade on Nasdaq under the symbols “IRHO” and “IRHOR,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “IRHOU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.
Cantor Fitzgerald & Co. served as the sole book-running manager for the offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Iron Horse Acquisition II Corp.
Iron Horse Acquisition II Corp. is a media, tech, & entertainment focused blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company is comprised of several media, entertainment, tech, and public markets specialists who boast a wide array of contacts and experiences across the multiple spaces. Iron Horse Acquisition II Corp. will examine deals spanning several verticals, including but not limited to fashion, animation, gaming, K-POP, AI, consumer products, and more.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties including those set forth in the Risk Factors section of the Company’s registration statement for the offering filed with the SEC, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contacts:
Iron Horse Acquisition II Corp.
Bill Caragol
bill@ironhorseacquisition.com