As filed with the Securities and Exchange Commission on June 23, 2025 Registration No. 333-284331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Amendment No. 2 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ IRON HORSE ACQUISITIONS CORP. II (Exact name of registrant as specified in its charter) ____________________ | Delaware | 6770 | 33-2152065 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Ind ...

Core Points - The Extraordinary General Meeting of Eureka Acquisition Corp has been postponed from June 25, 2025, to June 30, 2025, to allow more time for shareholder engagement [1] - The meeting will consider a proposal to amend the Company's charter to extend the deadline for completing a business combination to July 3, 2026, with the option to extend up to twelve times, each by one month [2] - The record date for shareholders entitled to vote remains May 23, 2025, and shareholders can vote even if they have sold their shares after this date [3] Summary of Key Information - The deadline for redemption requests from shareholders has been extended to June 26, 2025, due to the postponement [4] - There are no changes to the location, record date, or other proposals for the Extraordinary General Meeting [5] - Eureka Acquisition Corp is a blank check company, also known as a SPAC, aimed at effecting business combinations [6]

Core Viewpoint - 180 Degree Capital Corp. is holding a special meeting on August 18, 2025, to elect directors, following a shareholder demand request submitted on June 17, 2025, instead of an annual meeting [1][2] Group 1: Special Meeting and Shareholder Engagement - The Board of Directors has set a record date of July 18, 2025, for the special meeting and is verifying the shareholding percentage of the demanding shareholders [2] - The company aims to minimize expenses and maximize net asset value ahead of its proposed merger with Mount Logan Capital Inc. [3] - The CEO emphasizes the importance of constructive conversations with shareholders and expresses appreciation for the support received for the Business Combination [3] Group 2: Business Combination with Mount Logan - The proposed merger with Mount Logan is an all-stock transaction, which is expected to enhance the capital structure and provide comprehensive solutions for small-cap companies [3] - The company believes that the Business Combination will create substantial value for shareholders and views the net asset value per share as a potential floor for future value creation [3] - Progress is being made in the SEC review process required for the Business Combination, with an amended preliminary joint proxy statement filed on June 12, 2025 [3] Group 3: Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4]

Core Insights - ProCap BTC, LLC, a bitcoin-native financial services firm, is merging with Columbus Circle Capital Corp. I, a SPAC, to form ProCap Financial, Inc. [1][6] - The combined entity will have up to $1 billion in bitcoin on its balance sheet, with a record fundraising of $516.5 million in equity and $235 million in convertible notes [2][6] - ProCap Financial aims to bridge the gap between bitcoin and traditional finance, leveraging its bitcoin holdings to generate revenue [4][5] Company Overview - ProCap BTC, LLC is founded by Anthony Pompliano, a prominent figure in the bitcoin space, who has invested in over 300 private companies [16] - ProCap Financial will focus on providing financial services tailored to the needs of institutional investors and large financial institutions [16] - The leadership of ProCap Financial will include Anthony Pompliano, who is recognized for his innovative investment strategies in the bitcoin ecosystem [5][16] Financial Details - The business combination will result in ProCap Financial being publicly listed, with the total expected funds for bitcoin purchases reaching up to $1 billion [2][6] - The financing structure includes a $516.5 million preferred equity raise and $235 million in senior secured convertible notes, marking the largest initial fundraise for a public bitcoin treasury company [2][9] - The convertible notes will have a 130% conversion rate, zero interest, and a maturity of up to 36 months, secured by cash and bitcoin [9] Strategic Goals - ProCap Financial intends to utilize its bitcoin balance sheet to implement various revenue-generating strategies [4][8] - The company aims to develop risk-mitigated solutions to meet the growing demand for bitcoin-native financial services among sophisticated investors [5][8] - The leadership emphasizes the transformative potential of bitcoin in disrupting the legacy financial system [5]

Core Viewpoint - Equinox Gold Corp. has successfully completed the acquisition of Calibre Mining Corp., creating a diversified gold producer focused on the Americas with significant growth potential [1][2]. Company Overview - The merger has resulted in a company with a portfolio of mines across five countries, highlighted by two major Canadian gold mines: Greenstone Gold Mine in Ontario and Valentine Gold Mine in Newfoundland & Labrador [2]. - Valentine Gold Mine is nearing completion, with first gold production expected by the end of Q3 2025 [2]. - With both Greenstone and Valentine operating at full capacity, Equinox Gold is positioned to become the second largest gold producer in Canada [2]. Leadership Changes - The Board of Directors of Equinox Gold has seen new appointments from Calibre, including Blayne Johnson, Doug Forster, Omaya Elguindi, and Mike Vint, while retaining several existing directors [4]. - The leadership team will include Greg Smith as CEO, Darren Hall as President and COO, and Peter Hardie as CFO [4]. Strategic Importance - The merger is described as transformative, combining the strengths of both companies to enhance production capabilities and long-term value for shareholders [5]. - Equinox Gold plans to delist Calibre shares from the Toronto Stock Exchange and cease its public reporting requirements [5]. Shareholder Information - Calibre shareholders will automatically receive Equinox Gold shares in their trading accounts within two weeks of the merger closing [6]. - Shareholders with physical certificates must submit a Letter of Transmittal to receive their Equinox Gold shares [6]. Advisory Roles - BMO Capital Markets and GenCap Mining Advisory served as financial advisors to Equinox Gold, while multiple firms provided advisory services to Calibre [7].

Core Viewpoint - ESGL Holdings Limited has received shareholder approval for its business combination with De Tomaso Automobili, aiming to enhance growth opportunities and shareholder value [1][2][3]. Group 1: Shareholder Approval - All proposals related to the business combination were approved by ESGL shareholders during the Extraordinary General Meeting held on June 10, 2025 [2]. - The proposals included the expansion of authorized share capital, potential share consolidation, a proposed name change, adoption of a revised charter, and authority to adjourn the meeting for maximum shareholder support [8]. Group 2: Strategic Implications - The Chairman and CEO of ESGL expressed confidence that the transaction will unlock new growth opportunities and expand the company's presence across various industries and markets [3]. - The company is actively working with Nasdaq to complete the listing review process and fulfill remaining closing conditions [3]. Group 3: Next Steps - The completion of the business combination is still subject to Nasdaq's approval and other customary closing conditions [2][3]. - Further updates will be provided as material developments occur [4].

Core Viewpoint - 180 Degree Capital Corp. is progressing with its proposed all-stock merger with Mount Logan Capital Inc., with the expectation that the new entity will operate as New Mount Logan and be listed on Nasdaq under the symbol "MLCI" [1][2][3] Group 1: Merger Details - An amended preliminary joint proxy statement/prospectus was filed with the SEC on June 12, 2025, regarding the merger [1] - The valuation of Mount Logan at the time of signing was approximately $67.4 million, with 180 Degree Capital shareholders receiving ownership in New Mount Logan based on 180 Degree Capital's net asset value at closing [1] - The SEC review process is ongoing, and the company aims to set record and meeting dates for a special meeting to seek shareholder approval during the third quarter of 2025 [2][3] Group 2: Shareholder Engagement - Approximately 14% of non-insider shareholders have signed voting agreements or provided non-binding indications of support for the merger [3] - The company appreciates the engagement from shareholders and is committed to addressing their questions and comments [3] Group 3: Company Background - 180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4]

Group 1 - The Company, Inflection Point Acquisition Corp. III, completed its initial public offering of 25,300,000 units on April 28, 2025, which includes 3,300,000 units from the underwriters' overallotment option [1] - Holders of the units will be able to separately trade Class A ordinary shares and rights starting on or about June 16, 2025, with the respective trading symbols being "IPCX" for Class A ordinary shares and "IPCXR" for rights [1] - The Company is led by a management team including Chairman and CEO Michael Blitzer, CFO Peter Ondishin, and COO Kevin Shannon [2] Group 2 - The Company intends to pursue a business combination with a North American or European business in disruptive growth sectors, but may consider opportunities in any industry or geographic region [2][5] - A registration statement for the securities was declared effective on April 24, 2025, in accordance with the Securities Act of 1933 [3]

Company Overview - Broadway Technology Inc ("Gaokai") is a leading manufacturer of high-quality PET (polyethylene terephthalate) cups and lids through its subsidiary Zhejiang Gaokai New Materials Co., Ltd [1] - Established in 2021, Gaokai specializes in customized PET products used in various packaging markets, including aviation, yogurt, juice, fruit tea, coffee, and cold beverages [3] - The company operates within a PET industrial park in Haining, Zhejiang Province, facilitating the sourcing and development of advanced PET raw materials [3] Competitive Advantages - Gaokai's core competitive advantages include stable and high-performance raw PET materials, comprehensive upstream sheet manufacturing capabilities, advanced equipment, and automated production lines [4] - The company offers extensive PET cup customization services, including advanced printing technology for custom logos, sizes, and shapes [4][5] Business Combination Details - Gaokai is set to merge with Quartzsea Acquisition Corporation, a publicly traded special purpose acquisition company, under a Merger Agreement [1][2] - Upon completion of the transaction, Gaokai will become a wholly owned subsidiary of Cuisine Universal Packaging Solution, which will be listed on Nasdaq under the ticker symbol "CUPS" [2][6] - The transaction has been unanimously approved by the boards of directors of both Quartzsea and Gaokai and is subject to regulatory approvals and shareholder approvals [7] Transaction Terms - Under the Merger Agreement, Gaokai's shareholders will receive ordinary shares of Cuisine Universal, with certain shares subject to lock-up agreements for 180 days post-transaction [6] - The transaction is contingent upon the effectiveness of a registration statement by the U.S. Securities and Exchange Commission (SEC) and Nasdaq's approval of the listing application [7]

Core Viewpoint - Globalink Investment Inc. has extended the deadline for its initial business combination by depositing $0.15 per public share into its trust account, marking the twenty-fourth extension since its IPO in December 2021 [1] Company Overview - Globalink is a special purpose acquisition company (SPAC) formed to pursue mergers, share exchanges, asset acquisitions, and similar business combinations without restrictions on industry or geographic region [2] - The company intends to target businesses in North America, Europe, Southeast Asia, and Asia (excluding China, Hong Kong, and Macau) specifically in the medical technology and green energy sectors [2]