Iron Horse Acquisitions Corp.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
UCFI$5.510.0%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001213900-25-043698
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001213900-25-076067
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 35 previous paragraphs and 39 current paragraphs.
26 unchanged; 8 reworded; 5 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
On March 25, 2025, the first tranche in the amount of $229,770 under letter agreement dated April 2, 2025, was delivered by Mr. Jiang to the Sponsor, and loaned to the Company by the Sponsor to make the Second Extension payment to extend the date by which the Company can consummate the Business Combination to June 29, 2025.
Current report
On June 20, 2025, stockholders of the Company approved the Business Combination and the Business Combination Agreement. At a separate meeting, stockholders also approved an extension of the deadline by which the Company must complete an initial business combination to as late as June 29, 2026 (“Third Extension”). Each extension is on a monthly basis with no required payments into trust for each month extended. As of the date of filing of this Form 10-Q, the deadline has been extended to August 29, 2025. The Company anticipates continuing to extend the deadline to permit the Business Combination Agreement to be consummated.
Current report
For the three months ended June 30, 2025, we had a net loss of $63,940, which consists of interest earned on marketable securities held in the Trust Account of $753,788, offset by formation and operating costs of $671,528 and a provision for income taxes of $146,200.
Current report
For the six months ended June 30, 2025, we had net income of $19,820, which consists of interest earned on marketable securities held in the Trust Account of $1,506,717, partially offset by formation and operating costs of $1,191,486 and a provision for income taxes of $295,411.
Current report
For the three months ended June 30, 2024, we had net income of $481,927, which consists of interest earned on marketable securities held in Trust Account of $931,428, partially offset by formation and operating costs of $238,406, unrealized loss on marketable securities held in Trust Account of $33,053 and a provision for income taxes of $178,042.
Removed paragraphs (1)
Previous report
For the three months ended March 31, 2025, we had net income of $83,760, which consists of formation and operating costs of $519,958 and provision for income taxes of $149,211, partially offset by interest earned on marketable securities held in the Trust Account of $752,929.
Reworded paragraphs (8)
Previous wording
On October 14, 2024, the Company issued unsecured promissory note to the Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred from time to time and as such expenses become due and payable. This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow. As of March 31, 2025 and December 31, 2024, there was $741,284 and $425,013 outstanding under the promissory note, respectively.
Current wording
On October 14, 2024, the Company issued unsecured promissory note to the Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred from time to time and as such expenses become due and payable. This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow. As of June 30, 2025 and December 31, 2024, there was $831,284 and $425,013 outstanding under the promissory note, respectively.
Previous wording
On December 4, 2024, the Company issued an extension note to the Target to fund the Company’s extension, which extends the period of time to complete a Business Combination to March 29, 2025. As of March 31, 2025 and December 31, 2024, there was $229,770 outstanding under this note reported in Loan Payable in the accompanying unaudited and audited balance sheets.
Current wording
On December 4, 2024, the Company issued an extension note to the Target to fund the Company’s First Extension, which extends the period of time to complete a Business Combination to March 29, 2025. As of June 30, 2025 and December 31, 2024, there was $229,770 outstanding under this note reported in Loan Payable in the accompanying unaudited and audited balance sheets.
Previous wording
For the three months ended March 31, 2024, we had a net income of $473,415, which consists of change in fair value of overallotment liability of $11,135, gain on lawsuit settlements of $295,000 and interest earned on marketable securities held in Trust Account of $858,253, partially offset by formation and operating costs of $479,858 and provision for income taxes of $211,115.
Current wording
For the six months ended June 30, 2024, we had net income of $955,342, which consists of change in fair value of overallotment liability of $11,135, gain on lawsuit settlements of $295,000 and interest earned on marketable securities held in Trust Account of $1,789,681, partially offset by formation and operating costs of $718,264, unrealized loss on marketable securities held in Trust Account of $33,053 and a provision for income taxes of $389,157.
Previous wording
For the three months ended March 31, 2025, cash used in operating activities was $409,287. Net income of $83,760 was affected by the interest earned on marketable securities held in the Trust Account of $752,929. Changes in operating assets and liabilities provided $259,882 of cash from operating activities.
Current wording
For the six months ended June 30, 2025, cash used in operating activities was $2,049,458. Net income of $19,820 was affected by the interest earned on marketable securities held in the Trust Account of $1,506,717. Changes in operating assets and liabilities used $562,561 of cash from operating activities.
Previous wording
For the three months ended March 31, 2024, cash used in operating activities was $374,077. Net income of $473,415 was affected by the change in fair value of overallotment liability of $11,135 and interest earned on marketable securities held in Trust Account of $858,253. Changes in operating assets and liabilities provided $21,896 of cash from operating activities.
Current wording
For the six months ended June 30, 2024, cash used in operating activities was $426,955. Net income of $955,342 was affected by the change in fair value of overallotment liability of $11,135, unrealized loss on marketable securities held in Trust Account of $33,053, and interest earned on marketable securities held in Trust Account of $1,789,681. Changes in operating assets and liabilities provided $385,466 of cash from operating activities.
Previous wording
As of March 31, 2025, we had $73,567,534 of cash held in the Trust Account. During the quarter period ended March 31, 2025, we have withdrawn $167,650 of interest earned from the marketable securities held in the Trust Account to pay franchise taxes. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete a business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of June 30, 2025, we had $73,166,305 of marketable securities held in the Trust Account. During the six months ended June 30, 2025, we have withdrawn $1,322,667 of interest earned from the marketable securities held in the Trust Account to pay franchise taxes. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete a business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of March 31, 2025, we had cash of $88 outside the Trust Account. Until consummation of a business combination, we intend to use the funds held outside the Trust Account to fund our SEC and tax compliance and to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
Current wording
As of June 30, 2025, we had cash of $25,164 outside the Trust Account. Until consummation of a business combination, we intend to use the funds held outside the Trust Account to fund our SEC and tax compliance and to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
Previous wording
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that mandatory liquidation, should we not complete a business combination and an extension of our deadline to do so not be approved by the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern through June 29, 2025, the scheduled liquidation date of the Company if it does not complete a business combination prior to such date. Management plans to complete a business combination before the mandatory liquidation date. However, there can be no assurance that we will be able to consummate any business combination by June 29, 2025. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Current wording
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that mandatory liquidation, should we not complete a business combination and an extension of our deadline to do so not be approved by the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern through August 29, 2025 (or until June 29, 2026, the Third Extension), the scheduled liquidation date of the Company if it does not complete a business combination prior to such date. Management plans to complete a business combination before the mandatory liquidation date. However, there can be no assurance that we will be able to consummate any business combination by August 29, 2025 (or until June 29, 2026, the Third Extension). These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.