Item 5. Other Information
Item 5. Other Information
None
29
Item 6. Exhibits
The following exhibits are filed as part of, or
incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description of Exhibit
1.1
Underwriting Agreement, dated December 16, 2025, by and among the Company, Cantor Fitzgerald & Co., as representatives of the several underwriters. (1)
3.1
Amended and Restated Memorandum and Articles of Association. (1)
4.1
Rights Agreement, dated December 16, 2025, by and between the Company and CST, as rights agent. (1)
10.1
Registration Rights Agreement, dated December 16, 2025, by and among the Company and security holders. (1)
10.2
Letter Agreement, dated December 16, 2025, by and among the Company, its officers, directors and the Sponsor. (1)
10.3
Investment Management Trust Agreement, dated December 16, 2025, by and between the Company and CST, as trustee. (1)
10.5.1
Private Units Purchase Agreement, dated December 16, 2025, by and between the Company and the Sponsor. (1)
10.5.2
Private Units Purchase Agreement, dated December 16, 2025, by and between the Company and Cantor Fitzgerald & Co. (1)
10.6
Form of Indemnity Agreement (1)
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
(1)
Previously filed as an exhibit to our Current Report on Form 8-K filed on December 18, 2025 and incorporated by reference herein.
30
SIGNATURES
In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IRON HORSE ACQUISITION II CORP.
Date: October 9, 2026
By:
/s/ Jose Bengochea
Name:
Jose Bengochea
Title:
Chief Executive Officer
(Principal Executive Officer) and Chairman of the Board
Date: October 9, 2026
By:
/s/ William Caragol
Name:
William Caragol
Title:
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
Date: October 9, 2026
By:
/s/ Tarron Hecox
Name:
Tarron Hecox
Title:
Director
Date: October 9, 2026
By:
/s/ Daniel Becker
Name:
Daniel Becker
Title:
Director
Date: October 9, 2026
By:
/s/ Thayer Wade
Name:
Thayer Wade
Title:
Director
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.