Iron Horse Acquisitions Corp. filed its annual report for the fiscal year ended December 31, 2024. The company reported no revenue and a net loss of $1.4 million. As of December 31, 2024, the company had cash and cash equivalents of $1.1 million and total assets of $1.2 million. The company’s common stock was listed on the Nasdaq Stock Market LLC under the ticker symbol IROH, and as of February 21, 2025, there were 8,867,000 shares outstanding. The company did not file any documents incorporated by reference.
Overview
We are a blank check company formed in November 2021 with the purpose of merging with or acquiring one or more businesses. On December 29, 2023, we completed our initial public offering (IPO), raising $69 million by selling 6.9 million units at $10 per unit. Simultaneously, we sold 2.457 million private placement warrants to our sponsor for $2.457 million.
After the IPO and private placement, we had $69 million held in a trust account. We incurred $4.652 million in transaction expenses related to the IPO and warrant sale. We expect to continue incurring significant costs as we search for a suitable acquisition target.
On September 29, 2024, we entered into a business combination agreement to acquire Zhong Guo Liang Tou Group Limited, a company based in the British Virgin Islands. Depending on the number of shares redeemed by our stockholders, we will issue between 40.988 million and 47.888 million shares of our common stock to the seller. The transaction is subject to customary closing conditions, including stockholder approval.
Results of Operations
We have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks and preparing for the IPO. We expect to generate non-operating income in the form of interest on the funds held in the trust account.
For the year ended December 31, 2024, we had net income of $1.375 million, which included $3.526 million in interest earned on the trust account, partially offset by $1.710 million in formation and operating costs and $0.747 million in income taxes.
For the year ended December 31, 2023, we had a net loss of $0.309 million, primarily due to $0.309 million in formation and operating costs.
Liquidity and Capital Resources
As of December 31, 2024, we had $72.752 million in the trust account and $0.454 million in cash outside the trust account. We intend to use the trust account funds, along with debt and equity financing, to complete our initial business combination.
We may need to raise additional funds to meet the costs of identifying and evaluating potential acquisition targets, as well as to complete a business combination. Our sponsor or officers and directors may loan us funds if needed, which would be repaid upon the completion of a business combination.
Going Concern
Our ability to continue as a going concern is dependent on our completing a business combination before the mandatory liquidation date of March 29, 2025 (or June 29, 2025 if extended). If we are unable to do so, it would raise substantial doubt about our ability to continue as a going concern.
Other Disclosures
We have no off-balance sheet financing arrangements or long-term contractual obligations. We have not identified any critical accounting estimates. We are monitoring the impact of recently issued accounting standards, but do not believe they will have a material effect on our financial statements.