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 ☐ 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: 001-41898 IRON HORSE ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) | Delaware | 87-4105289 | | --- | --- | | (State or other jurisdiction of | (I.R.S. E ...

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 quarterly period ended March 31, 2025 ☐ 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: 001-41898 IRON HORSE ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) | Delaware | 87-4105289 | | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Iron Horse Acquisitions Corp. (Exact name of registrant as specified in its charter) Delaware 001-41898 87-4105289 (State or other jurisdiction of i ...

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The blank check company reported net income for Q3 and the first nine months of 2024, primarily from Trust Account interest, with **$71.8 million** in total assets, a signed business combination agreement, and ongoing going concern uncertainties [Balance Sheet Analysis](index=4&type=section&id=Balance%20Sheet%20Analysis) Key Balance Sheet Items (Unaudited) | Financial Metric | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash | $3,084 | $656,977 | | Marketable securities held in Trust Account | $71,697,384 | $69,000,000 | | **Total Assets** | **$71,768,683** | **$69,690,134** | | Total Current Liabilities | $1,519,314 | $861,640 | | **Total Liabilities** | **$4,037,814** | **$3,380,140** | | Common stock subject to possible redemption | $70,970,693 | $69,000,000 | | **Total Stockholders' Deficit** | **($3,239,824)** | **($2,690,006)** | - The increase in assets is primarily due to interest earned on marketable securities held in the Trust Account. The company has a working capital deficit of **$1,448,015** as of September 30, 2024[8](index=8&type=chunk)[33](index=33&type=chunk) [Statement of Operations Analysis](index=4&type=section&id=Statement%20of%20Operations%20Analysis) Results of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Interest earned on Trust Account | $915,956 | $0 | $2,705,637 | $0 | | Formation and operational costs | ($290,801) | ($137,134) | ($1,009,065) | ($301,986) | | Provision for income taxes | ($187,760) | $0 | ($576,917) | $0 | | **Net Income (Loss)** | **$465,533** | **($137,134)** | **$1,420,875** | **($301,986)** | - For the nine months ended September 30, 2024, the company also recognized a gain on lawsuit settlements of **$295,000** and a gain from the change in fair value of the over-allotment option liability of **$11,135**[12](index=12&type=chunk) [Business Combination Agreement](index=13&type=section&id=Business%20Combination%20Agreement) - On September 27, 2024, the Company entered into a business combination agreement to acquire 100% of Zhong Guo Liang Tou Group Limited (the "Target") from its owner, Rosey Sea Holdings Limited[38](index=38&type=chunk) - The Target will become a wholly owned subsidiary of the Company. The consideration will be between **40,988,000** and **47,888,000 shares** of the Company's common stock, depending on the number of shares redeemed by public stockholders[39](index=39&type=chunk)[124](index=124&type=chunk) - The transaction is subject to customary closing conditions, including stockholder approval, regulatory approvals, and the effectiveness of an SEC registration statement[43](index=43&type=chunk) - The agreement can be terminated by either party if the closing has not occurred on or before September 1, 2025[46](index=46&type=chunk) [Going Concern and Liquidity](index=11&type=section&id=Going%20Concern%20and%20Liquidity) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to its current lack of liquidity and the requirement to consummate a Business Combination by **December 29, 2024** (or **June 29, 2025**, if extended)[33](index=33&type=chunk) - As of September 30, 2024, the Company had only **$3,084** in cash outside of the Trust Account and a working capital deficit of **$1,448,015**[33](index=33&type=chunk) [Management's Discussion and Analysis (MD&A)](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes 2024 net income to Trust Account interest, with a primary focus on completing the business combination, while reiterating going concern risks due to limited liquidity and impending merger deadlines MD&A Summary of Financial Results (Unaudited) | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **Q3 2024** | $465,533 | $915,956 interest income offset by $290,801 in operating costs and taxes | | **Nine Months 2024** | $1,420,875 | $2.7M interest income and $295k lawsuit gain, offset by $1.0M in operating costs and taxes | | **Q3 2023** | ($137,134) | Formation and operating costs | | **Nine Months 2023** | ($301,986) | Formation and operating costs | - The company had **$71,697,384** held in the Trust Account as of September 30, 2024, which is intended to be used for the business combination[133](index=133&type=chunk) - A deferred underwriting fee of **$2,518,500** is payable from the Trust Account upon the closing of an initial business combination[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures regarding market risk - Disclosure regarding market risk is not required for smaller reporting companies[143](index=143&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of September 30, 2024, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2024, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were not effective[144](index=144&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[145](index=145&type=chunk) Part II. Other Information [Summary of Other Information](index=34&type=section&id=Summary%20of%20Other%20Information) The company reported no legal proceedings or defaults, no material changes to risk factors, and filed the Business Combination Agreement as a primary exhibit - The company reports no legal proceedings[147](index=147&type=chunk) - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023[148](index=148&type=chunk) - The Business Combination Agreement with Rosey Sea Holdings Limited was filed as an exhibit to a Form 8-K and is incorporated by reference[152](index=152&type=chunk)

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 June 30, 2024 ☐ 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: 001-41898 IRON HORSE ACQUISITIONS CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |---------------------------------- ...

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 March 31, 2024 ☐ 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: 333-275076 IRON HORSE ACQUISITIONS CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |-------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Iron Horse Acquisitions Corp. (Exact name of registrant as specified in its charter) | --- | --- | --- | |---------------------------------------|-- ...