Iron Horse Acquisitions Corp

DEF 14A 1 ea0222166-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

November 26, 2024

To our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Iron Horse Acquisitions Corp. (the “Company,” “we,” “us” or “our”) on December 19, 2024, at 4:30 p.m., Eastern Time. Stockholders will NOT be able to attend the Annual Meeting in person. This proxy statement includes instructions on how to access the Annual Meeting and how to listen and vote from any location with Internet connectivity. The Company will be holding the Annual Meeting in a virtual meeting format atwww.virtualshareholdermeeting.com/IROH2024. To log in to the Annual Meeting, shareholders will use the 16 digit control number found on the proxy card or on the voting instructions that accompanied the proxy materials.

At the Annual Meeting, stockholders will vote on the following:

1. The Class A Directors Proposal— to consider and vote to elect Ken Hertz as the Class A director nominee who will serve until the 2027 annual meeting of stockholders or until his successor is duly elected and qualified (we refer to this proposal as the “Class A Director Proposal”);

2. The Auditor Ratification Proposal — to ratify the selection of MaloneBailey, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (we refer to this proposal as the “Auditor Ratification Proposal”);

3. The Adjournment Proposal — to transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof (we refer to this proposal as the “Adjournment Proposal”); and

4. Such other matters that may properly come before the Annual Meeting

The notice of the Annual Meeting, Proxy Statement, the Annual Report on Form 10-K, and Proxy Card from our Board of Directors is first being mailed to stockholders on or about December 3, 2024.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 19, 2024

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Iron Horse Acquisitions Corp. (the “Company,” “we,” “us” or “our”) will be held December 19, 2024, at 4:30 p.m., Eastern Time. Stockholders will NOT be able to attend the Annual Meeting in-person. The proxy statement includes instructions on how to access the Annual Meeting and how to listen and vote from any location with Internet connectivity. The Company will be holding the Annual Meeting in a virtual meeting format atwww.virtualshareholdermeeting.com/IROH2024. To log in to the Annual Meeting, stockholders will use the 16 digit control number found on the proxy card or on the voting instructions that accompanied the proxy materials.

At the Annual Meeting, stockholders will vote on the following:

1. The Class A Directors Proposal— to consider and vote to elect Ken Hertz as the Class A director nominee who will serve until the 2027 annual meeting of stockholders or until his successor is duly elected and qualified (we refer to this proposal as the “Class A Director Proposal”);

2. The Auditor Ratification Proposal — to ratify the selection of MaloneBailey, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (we refer to this proposal as the “Auditor Ratification Proposal”);

3. The Adjournment Proposal — to transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof (we refer to this proposal as the “Adjournment Proposal”); and

4. Such other matters that may properly come before the Annual Meeting.

Please refer to the proxy statement for detailed information on each of the proposals and the Annual Meeting. Your vote is important, and we strongly urge all stockholders to vote their shares. For most items, including the election of directors, your shares will not be voted unless you provide voting instructions. We encourage you to vote promptly, even if you plan to attend the Annual Meeting virtually.

The Board of Directors fixed November 15, 2024, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Annual Meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting.

Our Board of Directors unanimously recommends that you vote “FOR” the Class A Director Proposal, “FOR” the Auditor Ratification Proposal, and “FOR” the Adjournment Proposal.

The proxy statement contains important information about the Annual Meeting, the Class A Director Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal. Please read it carefully and vote your shares.

After reading the proxy statement, please promptly mark, sign and date the enclosed proxy card and return it by following the instructions on the proxy card or voting instruction card or vote by telephone or by Internet. If you attend the Annual Meeting, you will have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

The notice of the Annual Meeting, Proxy Statement, the Annual Report on Form 10-K and Proxy Card from our Board of Directors is first being mailed to stockholders on or about December 3, 2024.

Toluca Lake, CA

November 26, 2024

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Brian Turner

Brian Turner

Chairman

YOUR VOTE IS IMPORTANT

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. If you are a stockholder of record, you may also cast your vote in person at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the Annual Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the proposal.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on December 19, 2024: This notice of meeting, the accompany proxy statement, proxy card, the Annual Report on Form 10-K, will be available at proxyvote.com.