FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025
Iron Horse Acquisitions Corp. (the “Company”) filed its Form 10-Q for the quarter ended March 31, 2025, reporting a net loss of $1.2 million for the three months ended March 31, 2025, compared to a net loss of $1.1 million for the same period in 2024. As of March 31, 2025, the Company had cash and cash equivalents of $1.4 million, compared to $2.1 million as of December 31, 2024. The Company’s total assets decreased to $2.5 million as of March 31, 2025, from $3.3 million as of December 31, 2024, primarily due to a decrease in cash and cash equivalents. The Company’s total liabilities increased to $1.1 million as of March 31, 2025, from $0.9 million as of December 31, 2024, primarily due to an increase in accounts payable and accrued expenses.
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 have incurred $4.652 million in transaction expenses related to the IPO and private placement. We expect to continue incurring significant costs as we pursue an 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 generate non-operating income in the form of interest on the marketable securities held in our trust account, but we also incur expenses as a public company and for due diligence related to finding a business combination target.
For the three months ended March 31, 2025, we had net income of $83,760, consisting of $752,929 in interest income offset by $519,958 in formation and operating costs and $149,211 in income taxes.
For the three months ended March 31, 2024, we had net income of $473,415, which included a $295,000 gain on lawsuit settlements and $858,253 in interest income, partially offset by $479,858 in formation and operating costs and $211,115 in income taxes.
Liquidity and Capital Resources
As of March 31, 2025, we had $73.568 million held in our trust account and $88 in cash outside the trust account. We have withdrawn $167,650 from the trust account to pay franchise taxes.
We may need to raise additional funds to meet our operating expenses prior to completing a business combination. The sponsor or our officers and directors may loan us funds if needed, which could be convertible into warrants of the post-combination company.
Going Concern
Our ability to continue as a going concern is dependent on completing a business combination before our scheduled liquidation date of June 29, 2025. If we are unable to do so, it would raise substantial doubt about our ability to continue operating. Our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Key Points
- Completed $69 million IPO in December 2023, with $73.6 million now held in trust
- Entered agreement in September 2024 to acquire Zhong Guo Liang Tou Group Limited
- Generated net income of $83,760 in Q1 2025 and $473,415 in Q1 2024
- May need to raise additional funds to cover expenses prior to completing acquisition
- Ability to continue as a going concern depends on completing a business combination by June 2025
