CN Healthy Food Tech Group Corp.

DEF 14A 1 ea0242415-02.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:

Iron Horse Acquisitions Corp.

(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 all boxes that apply):

LETTER TO STOCKHOLDERS OF IRON HORSE ACQUISITIONS CORP.

P.O. Box 2506

Toluca Lake, CA 91610

Dear Iron Horse Acquisitions Corp. Stockholder:

You are cordially invited to attend a Special Meeting of Iron Horse Acquisitions Corp., a Delaware corporation (the “Company”), which will be held on June 20, 2025, at 10:00 a.m., Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Special Meeting”). The Company will be holding the Special Meeting in a virtual meeting format athttps://www.cstproxy.com/ironhorseacquisitions/sm2025 or by telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free), Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 8681530#. To log in to the Special Meeting, shareholders will use the 16 digit control number found on the proxy card or on the voting instructions that accompanied the proxy materials.

The accompanying notice of the Special Meeting and proxy statement describe the business the Company will conduct at the Special Meeting and provide information about the Company that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated May 30, 2025, and is first being mailed to stockholders on or about June 2, 2025, the Special Meeting will be held for the purpose of considering and voting on the following proposals (collectively, the “Proposals”):

1. Proposal No. 1 — Extension Amendment Proposal — A proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Current Charter”) to extend the date by which the Company must consummate a business combination (the “Charter Extension”) up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026 (the “Charter Extension Date”, and such date actually extended, an “Extended Date”) by providing one business days’ notice to Continental Stock Transfer & Trust Company (the “Trustee”). A copy of the proposed amendment to the Current Charter (the “Extension Amendment”) is attached hereto as Annex A. This proposal is referred to as the “Extension Amendment Proposal.”

2. Proposal No. 2 — The Trust Amendment Proposal —A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement, dated as of December 27, 2023 (the “Trust Agreement”), by and between the Company and the Trustee, to allow the Company to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026. A copy of the proposed Trust Amendment is attached hereto as Annex B. This proposal is referred to as the “Trust Amendment Proposal.”

3. Proposal No. 3 —Adjournment Proposal —A proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates (the “Adjournment”), if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Extension Amendment Proposal, (ii) to approve the Trust Amendment Proposal, or (iii) if a quorum is not present at the Special Meeting. This proposal is referred to as the “Adjournment Proposal.”

Each of the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the Proposals in the accompanying proxy statement before you vote.

On September 27, 2024, the Company entered into the Business Combination Agreement, which was subsequently amended and restated effective December 18, 2014, with Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”) and a wholly owned subsidiary of Seller. Pursuant to the terms of the Business Combination Agreement, the Company will purchase from Seller all of the ordinary shares of CFI, in exchange for the issuance of up to 47,888,000 shares of Common Stock of the Company, as a result of which CFI will become a wholly owned subsidiary of the Company. In connection with the acquisition, the Company will change its name to “CN Healthy Food Tech Group Corp.” This acquisition is referred to herein as, the “Business Combination.”

On December 19, 2024, we filed a registration statement (the “Business Combination Registration Statement” with the Securities and Exchange Commission (the “Commission”) for the purpose of registering stock and soliciting Company stockholders approval of the Business Combination, and other proposals, at a special meeting of stockholders. The Company subsequently filed Amendment No. 1 to the Business Combination Registration Statement on January 28, 2025, Amendment No. 2 to the Business Registration Statement on March 18, 2025, Amendment No. 3 to the Business Registration Statement on April 7, 2025, Amendment No. 4 to the Business Registration Statement on April 14, 2025, and Amendment No. 5 to the Business Registration Statement on April 30, 2025.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Company would not be able to consummate the proposed Business Combination by June 29, 2025, the Company shall file the Extension Amendment with the Delaware Secretary of State and the Charter Extension will become effective. The Company would notify the Trustee that the deadline for completing a business combination has been extended by one month to July 29, 2025. Each month, upon at least one business days’ notice prior to the next Extended Date, the Company will notify the Trustee that the deadline for completing a business combination has been extended by an additional one month. This will be the process for every month up to the Charter Extension Date unless the Business Combination or any potential alternative initial business combination is consummated prior to the Charter Extension Date.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete the proposed Business Combination. The Current Charter provides that the Company has until June 29, 2025 (the “Original Termination Date”) to complete an initial business combination. In the event there is not sufficient time by the Original Termination Date for the Company to (i) have the Business Combination Registration Statement declared effective by the Commission, (ii) hold the special meeting of Company stockholders to approve the Business Combination, among other things, and (iii) consummate the proposed Business Combination, the Company’s Board believes that it is in the best interests of its stockholders to extend the date that the Company has to consummate an initial business combination. Without the Charter Extension, the Company believes that it will not be able to complete the Business Combination prior to the Original Termination Date. If that were to occur, the Company would be precluded from completing a business combination and would be forced to redeem the Company’s Common Stock issued as part of the units sold in the Company’s initial public offering (the “Public Stock”) and dissolve and liquidate in accordance with the Delaware General Corporation Law (“DGCL”) and the Current Charter.

The Company reserves the right at any time, and for any reason, including, without limitation, if the Business Combination is consummated prior to the Original Termination Date, to abandon the Special Meeting. In the event the Special Meeting is canceled, and a business combination is not consummated prior to the Original Termination Date, the Company will, following the Original Termination Date, redeem the Public Stock and dissolve and liquidate in accordance with the DGCL and the Current Charter.

As contemplated by the Current Charter, the holders of Public Stock issued as part of the units sold in the Company’s initial public offering, may elect to redeem all or a portion of their Public Stock in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the Company’s initial public offering and the concurrent private placement of Units (the “Private Placement Units”), if the Charter Extension is implemented (the “Redemption”), regardless of how such Public Stockholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders and the Extension Amendment is filed, holders of Public Stock remaining after the Redemption will retain their right to have their Public Stock redeemed in connection with a business combination.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Charter Extension is implemented, Public Stockholders who elect to redeem their Public Stock will receive, a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding shares of Public Stock.

On May 28, 2025, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.53 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $72,660,102 as of May 28, 2025 (including interest not previously released to the Company to pay its franchise and income taxes), divided by the total number of then outstanding shares of Public Stock. The closing price of the

Public Stock on May 29, 2025 was $10.55 per share. The Company cannot assure stockholders that they will be able to sell their Public Stock in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. The Company believes that such redemption right enables its Public Stockholders to determine whether or not to sustain their investments for an additional period if the Company does not complete a business combination on or before the Original Termination Date.

The Sponsor, the Company’s directors or officers or any of their respective affiliates may (i) purchase Public Stock from investors (including those who vote, or indicate an intention to vote, against any of the Proposals presented at the Special Meeting, or elect to redeem, or indicate an intention to redeem, Public Stock), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Stock, or (iii) execute agreements to purchase such Public Stock from such investors or enter into non-redemption agreements. The Sponsor, the Company’s directors or officers or any of their respective affiliates may purchase Public Stock in privately negotiated transactions or in the open market prior to the Special Meeting, although they are under no obligation to do so. The purpose of such share transactions would be to increase the likelihood that the Proposals to be voted upon at the Special Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase Public Stock from stockholders that otherwise would have voted against the Proposals and elected to redeem their shares for a portion of the Trust Account. Accordingly, any such purchases that are completed after the Record Date (as defined below) may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Proposals and/or will not exercise its redemption rights with respect to the Public Stock so purchased. Any such purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. However, in the event that the Sponsor, the Company’s directors or officers or any of their respective affiliates purchase Public Stock in situations in which the tender offer rules and restrictions on purchases would apply, they (a) would purchase the Public Stock at a price no higher than the price offered through the Company’s redemption process; (b) would not vote such Public Stock in favor of approving the Extension Amendment Proposal; and (c) would waive any redemption rights with respect to the Public Stock so purchased. None of the funds held in the Trust Account will be used to purchase Public Stock in such transactions.

The approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Charter Extension.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and a business combination is not completed on or before the Original Termination Date, the Company will, promptly following the Original Termination Date: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Public Stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Public Stock, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event of our winding up.

Approval of the Extension Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Common Stock.

Approval of the Trust Amendment Proposal requires the affirmative vote of holders of at least 50% of the Public Stock.

Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present (virtually) or represented by proxy and entitled to vote thereon at the Special Meeting.

The Board has fixed the close of business on May 6, 2025 (the “Record Date”) as the date for determining the Company’s stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the Board has determined that the Proposals are advisable and in the best interests of the Company and its stockholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

If you are a stockholder of record and sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you are a stockholder of record and you wish to attend the Special Meeting and vote at the meeting, you may do so, even if you previously returned a proxy. If you previously returned a proxy it will be automatically revoked if you attend the Special Meeting and vote at the meeting. If you hold your shares through a broker, bank or other nominee and fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting (virtually), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not constitute votes cast at the Special Meeting and therefore will have the same effect as a vote “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE STOCKHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES OF COMMON STOCK (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES OF COMMON STOCK (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Special Meeting, the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, the Company urges you to read this material carefully and vote your shares.

By Order of the Board of Directors ofIron Horse Acquisitions Corp.

/s/ Brian Turner

Brian Turner

Chairman

P.O. Box 2506

Toluca Lake, CA 91610

NOTICE OF AN SPECIAL MEETING OF STOCKHOLDERS

OF IRON HORSE ACQUISITIONS CORP.

TO BE HELD ON June 20, 2025

To the Stockholders of Iron Horse Acquisitions Corp.:

NOTICE IS HEREBY GIVEN that a Special Meeting of the stockholders of Iron Horse Acquisitions Corp., a Delaware corporation (the “Company”), will be held on June 20, 2025, at 10:00 a.m., Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Special Meeting”). The Company will be holding the Special Meeting in a virtual meeting format athttps://www.cstproxy.com/ironhorseacquisitions/sm2025 or by telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free), Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 8681530#. To log in to the Special Meeting, shareholders will use the 16 digit control number found on the proxy card or on the voting instructions that accompanied the proxy materials.

You are cordially invited to attend the Special Meeting that will be held for the purpose of considering and voting on the following proposals (collectively, the “Proposals”):

1. Proposal No. 1 — Extension Amendment Proposal — A proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Current Charter”) to extend the date by which the Company must consummate a business combination (the “Charter Extension”) up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026 (the “Charter Extension Date”, and such date actually extended, an “Extended Date”) by providing one business days’ notice to Continental Stock Transfer & Trust Company (the “Trustee”). A copy of the proposed amendment to the Current Charter (the “Extension Amendment”) is attached hereto as Annex A. This proposal is referred to as the “Extension Amendment Proposal.”

2. Proposal No. 2 — The Trust Amendment Proposal —A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement, dated as of December 27, 2023 (the “Trust Agreement”), by and between the Company and the Trustee, to allow the Company to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026. A copy of the proposed Trust Amendment is attached hereto as Annex B. This proposal is referred to as the “Trust Amendment Proposal.”

3. Proposal No. 3 — Adjournment Proposal —A proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates (the “Adjournment”), if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Extension Amendment Proposal, (ii) to approve the Trust Amendment Proposal, or (iii) if a quorum is not present at the Special Meeting. This proposal is referred to as the “Adjournment Proposal.”

Each of the above Proposals are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the Proposals in the accompanying proxy statement before you vote.

On September 27, 2024, the Company entered into the Business Combination Agreement, which was subsequently amended and restated effective December 18, 2014, with Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”) and a wholly owned subsidiary of Seller. Pursuant to the terms of the Business Combination Agreement, the Company will purchase from Seller all of the ordinary shares of CFI, in exchange for the issuance of up to 47,888,000 shares of Common Stock of the Company, as a result of which CFI will become a wholly owned subsidiary of the Company. In connection with the acquisition, the Company will change its name to “CN Healthy Food Tech Group Corp.” This acquisition is referred to herein as, the “Business Combination.”

On December 19, 2024, we filed a registration statement (the “Business Combination Registration Statement” with the Securities and Exchange Commission (the “Commission”) for the purpose of registering stock and soliciting Company stockholders approval of the Business Combination, and other proposals, at a special meeting of stockholders. The Company subsequently filed Amendment No. 1 to the Business Combination Registration Statement on January 28, 2025, Amendment No. 2 to the Business Registration Statement on March 18, 2025, Amendment No. 3 to the Business Registration Statement on April 7, 2025, Amendment No. 4 to the Business Registration Statement on April 14, 2025, and Amendment No. 5 to the Business Registration Statement on April 30, 2025.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Company would not be able to consummate the proposed Business Combination by June 29, 2025, the Company shall file the Extension Amendment with the Delaware Secretary of State and the Charter Extension will become effective. The Company would notify the Trustee, that the deadline for completing a business combination has been extended by one month to July 29, 2025. Each month, upon at least one business days’ notice prior to the next Extended Date, the Company will notify the Trustee that the deadline for completing a business combination has been extended by an additional one month. This will be the process for every month up to the Charter Extension Date unless the Business Combination or any potential alternative initial business combination is consummated prior to the Charter Extension Date.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete the proposed Business Combination. The Current Charter provides that the Company has until June 29, 2025 (the “Original Termination Date”) to complete an initial business combination. In the event there is not sufficient time by the Original Termination Date for the Company to (i) have the Business Combination Registration Statement declared effective by the Commission, (ii) hold the special meeting of Company stockholders to approve the Business Combination, among other things, and (iii) consummate the proposed Business Combination, the Company’s Board believes that it is in the best interests of its stockholders to extend the date that the Company has to consummate an initial business combination. Without the Charter Extension, the Company believes that it will not be able to complete the business combination prior to the Original Termination Date. If that were to occur, the Company would be precluded from completing a business combination and would be forced to redeem the Company’s Common Stock issued as part of the units sold in the Company’s initial public offering (the “Public Stock”) and dissolve and liquidate in accordance with the Delaware General Corporation Law (“DGCL”) and the Current Charter.

The Company reserves the right at any time and for any reason, including, without limitation, if the Business Combination is consummated prior to the Original Termination Date, to abandon the Special Meeting. In the event the Special Meeting is canceled, and a business combination is not consummated prior to the Original Termination Date, the Company will, following the Original Termination Date, redeem the Public Stock and dissolve and liquidate in accordance with the DGCL and the Current Charter.

After careful consideration of all relevant factors, the Board has determined that the Proposals are advisable and in the best interests of the Company and its stockholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, and “FOR” the Adjournment Proposal.

As contemplated by the Current Charter, the holders of shares of Public Stock issued as part of the units sold in the Company’s initial public offering may elect to redeem all or a portion of their Public Stock in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the Company’s initial public offering (the “IPO”) and the concurrent sale of private placement units (the “Private Placement Units”), if the Charter Extension is implemented (the “Redemption”), regardless of how such public stockholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders and the Extension Amendment is filed, holders of Public Stock remaining after the Redemption will retain their right to have their Public Stock redeemed in connection with a business combination.

On May 28, 2025, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.53 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $72,660,102 as of May 28, 2025 (including interest not previously released to the Company to pay its franchise and income taxes), divided by the total number of then outstanding shares of Public Stock. The closing price of the Public Stock on

May 29, 2025 was $10.55 per share. The Company cannot assure stockholders that they will be able to sell their Public Stock in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. The Company believes that such redemption right enables its Public Stockholders to determine whether or not to sustain their investments for an additional period if the Company does not complete a business combination on or before the Original Termination Date.

The approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and a business combination is not completed, in each case on or before the Original Termination Date, the Company will, promptly following the Original Termination Date: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Public Stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Public Stock, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event of our winding up.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE STOCKHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES OF COMMON STOCK (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES OF COMMON STOCK (AND) SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Approval of the Extension Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Common Stock. Approval of the Trust Amendment Proposal requires the affirmative vote of at least 50% of the shares of Public Stock.

Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present (virtually) or represented by proxy and entitled to vote thereon at the Special Meeting. If a quorum is not present by attendance at the Special Meeting or represented by proxy, the stockholders present by attendance at the Special Meeting or by proxy may adjourn the Special Meeting until a quorum is present. If an adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the Special Meeting. We may also adjourn the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal, or the Trust Amendment Proposal at the Special Meeting, or for any other reasons as determined by the Company’s board of directors (the “Board”), in its sole discretion.

Record holders of Common Stock at the close of business on May 6, 2025 (the “Record Date”) are entitled to vote or have their votes cast at the Special Meeting. As of the Record Date, there were 8,867,000 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote per share. Common Stock is our only class of voting securities outstanding. Cumulative voting shall not be allowed in any of the proposals being submitted to the stockholders at the Special Meeting.

The Sponsor intends to vote all of its Common Stock in favor of the Proposals being presented at the Special Meeting and have, pursuant to a letter agreement, agreed to, among other things, waive their redemption rights with respect to any Common Stock held by them in connection with this Special Meeting. As of the date of the accompanying proxy statement, the Sponsor beneficially owned and was entitled to vote approximately 21.8% of the issued and outstanding shares of Common Stock. As a result, in addition to the votes of the Sponsor, approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of at least 2,501,501 shares of Public Stock (or approximately 36.25% of the Public Stock), and (ii) approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting.

The accompanying proxy statement contains important information about the Special Meeting, the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, the Company urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated May 30, 2025 and is first being mailed to stockholders on or about June 2, 2025.

By Order of the Board of Directors ofIron Horse Acquisitions Corp.

/s/ Brian Turner

Brian Turner

Chairman