Iron Horse Acquisition II Corp.

S-11 ea0227714-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 17, 2025

Registration No. XXX3-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

851 Broken Sound Parkway Nw Boca Raton, FL 33487

Telephone: (310) 290-5383

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jose Antonio Bengochea, Chief Executive Officer

851 Broken Sound Parkway Nw Boca Raton, FL 33487

Telephone: (310) 290-5383

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED JANUARY 17, 2025

PRELIMINARY PROSPECTUS

$250,000,000

25,000,000 Units

Iron Horse Acquisitions Corp. II (the “Company”) is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region although we intend to initially focus on target companies within the media and entertainment industry with a primary focus on the United States, and in particular on identifying attractive targets among content studios and film production, family entertainment, animation, music, gaming, e-sports, talent management, and talent-facing brands and businesses. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for a pro rata portion of the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us for our tax obligations, except not trust funds will be used to pay excise taxes (less up to $100,000 for our liquidation expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein.

This is an initial public offering of our securities. We are offering 25,000,000 units. Each unit that we are offering has a price of $10.00 and consists of one share of common stock, $0.0001 par value per share (the “common stock”), one half warrant and one right. Each right entitles the holder thereof to receive one-eighth of a share of common stock upon the consummation of an initial business combination, as described in more detail in this prospectus. No fractional shares will be issued upon conversion of the rights. As a result, you must have eight rights to receive one share of common stock at the closing of the initial business combination. Each full warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share.

Each full Warrant shall entitle the holder thereof to purchase up to one share of the common stock at a price of $11.50 per share of Common Stock, commencing on the later of: (i) one (1) year after the date that the registration statement for the Offering (the “Registration Statement”) is declared effective by the SEC (the “Effective Date”) and (ii) the consummation by the Company of a Business Combination (as defined below), and terminating on the five-year anniversary of the completion of the Business Combination. We have granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any.

The Company will deposit $250,000,000 (or $287,500,000 if the over-allotment option is exercised in full) or $10.00 per unit sold to the public in this offering, in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee pursuant to an agreement to be signed on the date of this prospectus. This amount will come from the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants. Prior to the Company consummating a business combination transaction or the Company liquidating, the Company shall be authorized to use up to 10% of the interest earned on the funds held in the trust account to pay for the Company’s operational expenses.

Our sponsor, Bengochea SPAC Sponsors II LLC (“Sponsor”) and others, have committed that it and/or its designees will purchase from us an aggregate of 4,580,000 warrants or “private warrants” (or 4,805,000 if the over-allotment option is exercised in full), at $1.00 per warrant for a total purchase price of $4,580,000 in a private placement that will occur simultaneously with the consummation of this offering. It has also agreed that if the over-allotment option is exercised by the underwriters in full or in part, it and/or its designees will purchase from us additional private warrants on a pro rata basis (up to a maximum of an additional 225,000 private warrants or 4,805,000 private warrants) at a price of $1.00 per private warrant or $225,000 (or $4,805,000 if the over-allotment option is exercised in full) so that at least $10.00 per share sold to the public in this offering is held in trust. Of these 4,580,000 private warrants (or 4,805,000 if the over-allotment option is exercised in full), the Sponsor shall purchase [] and [] shall purchase [_________] warrants. These private warrants will be purchased in a private placement that will occur simultaneously with the purchase of units at the time of the IPO, and the additional 225,000 private warrants at the time of the exercise of the over-allotment option. The private warrants are identical to the warrants included in the units sold in this offering.

Of the 4,580,000 private warrants purchased by the Sponsor (or 4,805,000 private warrants if underwriters’ over-allotment option is exercised in full), the non-managing sponsor investors shall be allocated through their membership interests in the sponsor [] private warrants, which would result in them owning % of the private warrants, with our officers and directors owning the remainder. [] institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor), which we refer to as the “non-managing sponsor investors” throughout this prospectus, have expressed an interest to indirectly purchase, through the purchase of non-managing sponsor membership interests, an aggregate of [] private warrants at a price of $1.00 per warrant ($[] in the aggregate) in the private placement that will close simultaneously with the closing of this offering. Subject to each non-managing sponsor investor purchasing, through the sponsor, the private warrants allocated to it in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of [**] founder shares held by the sponsor. As a result, the number of private warrants purchased by the non-managing sponsor investors through the sponsor, if any, will proportionally reduce the number of private warrants that would otherwise be purchased by the managing member of the sponsor through the sponsor.

The non-managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately _________________ units in this offering at the offering price (assuming the exercise in full of the underwriter’s over-allotment option). These non-managing sponsor investors could have the potential to realize enhanced economic returns from their investment as compared to other investors purchasing units in the offering to the extent they have purchased founder shares, which they purchased at a price of $0.002 per share (described more fully below). None of the non-managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non-managing sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non-managing sponsor investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non-managing sponsor investors may determine to purchase a different number of units in this offering, or none at all. In addition, the underwriter has full discretion to allocate the units to investors and may determine to sell a different number of units to the non-managing sponsor investors, including above 9.9% or none at all. See Risk Factor “Potential participation in this offering by ournon-managing sponsor investors could reduce the public float for our securities.[In addition, if we don’t have at least 300/400 round lot investors, such limited number of public investors could impact our listing eligibility to meet the initial listing requirements for Nasdaq Capital Markets. See Risk Factor “Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions”.]

[If the sponsor non-managing members purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the sponsor non-managing members will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and private placement units as further discussed in this prospectus. For a discussion of certain additional arrangements with the non-managing sponsor investors, see “Summary — The Offering — Expressions of Interest.” [In the event that the non-managing sponsor investors purchase such units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because the non-managing sponsor investors are not obligated to continue owning any public shares following the closing and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these non-managing sponsor investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non-managing sponsor investors will vote on any business combination.]

The interests of the members of the sponsor are denominated in two classes of membership interest units: (i) class A membership units representing interests in the founder shares and (ii) class B membership units that will represent an interest in the private warrants. All members of the sponsor, including the managing member of the sponsor, and any sponsor non-managing member that may join the sponsor concurrently with this offering will hold both classes of membership units representing their proportional interest in the founder shares and private warrants, respectively. Pursuant to an agreement of all members of the sponsor, the management and control of the sponsor is vested exclusively with the managing member, without any voting, veto, consent or other participation rights by any non-managing members regardless of their unit ownership. All matters submitted to a vote by the managing member will require the affirmative vote of the class A membership units held only by the managing member, without regard to any membership interests held by any non-managing members. As a result, sponsor non-managing members will have no right to control the sponsor, or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise.

The underwriter will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing sponsor investors, if any, as it will on the other units sold to the public in this offering. In addition, none of the non-managing sponsor investors has any obligation to vote any of their public shares in favor of our initial business combination. For a discussion of certain additional arrangements with the non-managing sponsor investors, see “Summary — The Offering — Expressions of Interest.”

Our sponsor currently owns an aggregate of 12,321,429 shares of common stock (which were purchased for an aggregate purchase price of $25,000 (or approximately $0.002 per share), up to 1,607,143 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over-allotment option is exercised, of which 2,800,000 will be allocated to anchor investors. The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially. See the section titled “Dilution” on page 57 for more information. See Risk Factor— “Our initial shareholders paid an aggregate of $25,000, or approximately $0.002 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares”and“The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline”.

The following table illustrates our net tangible book value per share at the specified redemption levels:

See the Section entitled “Dilution” of this prospectus for additional information.

Members of our management team will directly or indirectly own our shares of common stock, or other instruments, such as units, shares or rights, linked to our shares of common stock, following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Similarly, the non-managing sponsor investors presently have, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities that may pose potential conflicts of interest with such non-managing sponsor investors in approving the business combination, which also may impact their decisions in otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and private placement units. See “Summary — The Offering — Conflicts of interest”, “Management — Conflicts of Interest”, “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest”.

Commencing on the date on which our securities are listed on Nasdaq, we will pay our sponsor an aggregate of $50,000 per month to our sponsor to cover, among other things, costs of office space and shared personnel support, certain PR, administrative, support and other services, and potential compensation payable to officers of, and consultants to, the sponsor (including, but not limited to, individuals who are officers of both our sponsor and the Company, such as up to $45,000 per month to our Chief Executive Officer) for assistance with our search for a target business. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $300,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $1.00 per private warrant at the option of our sponsor which may have a dilutive effect on, and could reduce the value of the shares of common stock. Because our sponsor and any non-managing sponsor investors acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. We will also reimburse our sponsor, directors or officers, or our or any of their respective affiliates for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. See “Prospectus Summary — Our Sponsor” for more information.

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination.

There is presently no public market for our units, shares of common stock, warrants or rights.

We have applied to have our units listed on the Nasdaq Global Market, or NASDAQ, under the symbol “” on or promptly after the date of this prospectus. The common stock, warrants and rights comprising the units will begin separate trading on the 52 nd day following the date of this prospectus unless D. Boral Capital, LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. We cannot guarantee that our securities will be approved for listing. Once the securities comprising the units begin separate trading, the common stock, warrants and rights will be traded on NASDAQ under the symbols “,” “_____W,” and “______R,” respectively.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and will therefore be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 29 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary isa criminal offense.

(1) Includes $0.06 per unit, or $1,500,000 (or $1,725,000 if the over-allotment option is exercised in full) in the aggregate payable to D. Boral Capital.

Upon consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the underwriters’ over-allotment option has been exercised in full or in part) will be deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of a business combination and our redemption of our public shares.

The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about ,2025, subject to customary closing conditions.

Book-Running Manager

D. Boral Capital

________________, 2025

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.