Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2024

IRON HORSE ACQUISITIONS CORP.
(Exact name of registrant as specified in its charter)

Delaware	001-41898	85-4105289
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)

P.O. Box 2506, Toluca Lake, CA		91610
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 290-5383

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 share of common stock, one redeemable warrant, and one right entitling the holder to receive one-fifth (1/5) of one share of common stock	IROHU	The Nasdaq Stock Market LLC
Common stock	IROH	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	IROHW	The Nasdaq Stock Market LLC
Rights	IROHR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 19, 2024, the Company held the 2024 annual meeting of stockholders (the “Annual Meeting”). On November 15, 2024, the record date for the Annual Meeting, there were 8,867,000 shares of common stock of the Company issued and outstanding entitled to be voted at the Annual Meeting. 7,100,646 shares of common stock of the Company or 80.08 % of which were represented in person or by proxy at the Annual Meeting.

1. Class A Director Proposal

Stockholders approved the proposal (the “Class A Director Proposal”) 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.

Approval of the Class A Director Proposal required a plurality of the votes cast at the Annual Meeting. The Class A Director Proposal received the following votes:

FOR		WITHHOLD		Broker Non-Votes
4,510,577		1,471,310		1,118,759

2. Auditor Ratification Proposal

Stockholders approved the proposal to ratify the appointment of MaloneBailey, LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2024 (the “Auditor Ratification Proposal”). Adoption of the Auditor Ratification Proposal required approval by the affirmative votes of a majority of the votes present virtually or by proxy at the Annual Meeting. The voting results were as follows:

FOR		AGAINST
7,026,482		74,164

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 23, 2024	IRON HORSE ACQUISITIONS CORP.

	By:	/s/ Jose Antonio Bengochea
	Name:	Jose Antonio Bengochea
	Title:	Chief Executive Officer

Cover	Dec. 19, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2024
Entity File Number	001-41898
Entity Registrant Name	IRON HORSE ACQUISITIONS CORP.
Entity Central Index Key	0001901203
Entity Tax Identification Number	85-4105289
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	P.O. Box 2506
Entity Address, City or Town	Toluca Lake
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91610
City Area Code	310
Local Phone Number	290-5383
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of common stock, one redeemable warrant, and one right entitling the holder to receive one-fifth (1/5) of one share of common stock
Title of 12(b) Security	Units, each consisting of one share of common stock, one redeemable warrant, and one right entitling the holder
Trading Symbol	IROHU
Security Exchange Name	NASDAQ
Common Stock [Member]
Title of 12(b) Security	Common stock
Trading Symbol	IROH
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock
Trading Symbol	IROHW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	IROHR
Security Exchange Name	NASDAQ

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