Iron Horse Acquisition II Corp.
For the period ended Aug 31, 2026. Filed Oct 9, 2026.
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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.
Aug 31, 2026 · Filed Oct 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended August 31,2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:001-43021
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | 98-1885362 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
851 Broken Sound Parkway NW, Suite 230
Boca Raton, FL 33487
(Address of principal executive offices)
(310) 290-5383
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one ordinary share and one right | IRHOU | The Nasdaq Stock Market, LLC |
| Ordinary Share, par value $0.0001 per share | IRHO | The Nasdaq Stock Market, LLC |
| Right-each right entitles the holder thereof to receive one-tenth (1/10) of an ordinary share | IRHOR | The Nasdaq Stock Market, LLC |
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | ||
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 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
As of October 9, 2026, there were 29,320,000 ordinary shares, $0.0001 par value, issued and outstanding.
FORM 10-Q FOR THE QUARTER ENDED AUGUST 31, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| Part I. Financial Information | 1 |
| Item 1. Financial Statements | 1 |
| Consolidated Balance Sheets as of August 31, 2026 and November 30, 2025 (Unaudited) | 1 |
| Consolidated Statements of Operations for the Three and Nine Months Ended August 31, 2026 and 2025 (Unaudited) | 2 |
| Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended August 31, 2026 and 2025 (Unaudited) | 3 |
| Consolidated Statements of Cash Flows for the Nine Months Ended August 31, 2026 and 2025 (Unaudited) | 5 |
| Notes to Consolidated Financial Statements (Unaudited) | 6 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk | 28 |
| Item 4. Controls and Procedures | 28 |
| Part II. Other Information | 29 |
| Item 1. Legal Proceedings | 29 |
| Item 1A. Risk Factors | 29 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
| Item 3. Defaults Upon Senior Securities | 29 |
| Item 4. Mine Safety Disclosures | 29 |
| Item 5. Other Information | 29 |
| Item 6. Exhibits | 30 |
| Signatures | 31 |
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