IRHO 10-K & 10-Q changes, risk factors and insider trading

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Iron Horse Acquisition II Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to IRHO SPAC Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 26, 2024 (inception) through May February 28,31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a businessBusiness combination.Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash and investments held in the trustTrust account.Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended FebruaryMay 28,31, 2026, we had a net income of $1,358,897,$1,301,099, which consists of interest earned on cash and investments held in the Trust Account of $1,636,856, $2,074,592, offset by general, formation and operational costs of $277,959.$773,493.

For the threesix months ended FebruaryMay 28,31, 2025, 2026, we had a net lossincome of $72,670,$2,659,996, which consists of generalinterest earned on cash and administrativeinvestments held in the Trust Account of $3,711,448, offset by general, formation and operational costs of $72,670.$1,051,452.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $230,000,000 was placed in the Trust Account. We incurred transaction costs of $15,590,100, consisting of $4,000,000 of cash underwriting fee, $10,950,000 of deferred underwriting fee, and $640,100 of other offering costs.

For the threesix months ended FebruaryMay 28,31, 2026, cash used in operating activities was $473,126.$1,144,393. Net income of $1,358,897$2,659,996 was affected by interest earned on cash and investments held in the Trust Account of $1,636,856.$3,711,448. Changes in operating assets and liabilities used $195,167$92,941 of cash from operating activities.

For the threesix months ended FebruaryMay 28,31, 2025, cash used in operating activities was $51,470.$72,100. Net loss of $72,670$95,857 was affected by changes in operating assets and liabilities which provided $21,200 $23,757 of cash for operating activities.

As of FebruaryMay 28,31, 2026, we had cash and investments held in the Trust Account of $ $231,461,856$233,536,448 (including $1,636,856$3,536,448 of interest incomeincome, net of $175,000 interest withdrawn from the Trust Account for working capital purposes). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any permitted withdrawals and excluding deferred underwriting commissions), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our 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.

As of FebruaryMay 28,31, 2026, we had cash of $718,100. $46,833. We intend to use the funds held outside the Trust Account primarily 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.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of FebruaryMay 28,31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The underwriters were entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or $10,950,000 in the aggregate. The deferred underwriting discount will become payable to the underwriterunderwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

The preparation of the unaudited consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of FebruaryMay 28,31, 2026.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited consolidated financial statements.