$IRHO

Iron Horse Acquisition II Corp.

CIK:0002051985|SEC Filings

Consolidated Statements of Operations (Unaudited) - USD ($)

3 Months Ended

6 Months Ended

May 31, 2026

May 31, 2025

May 31, 2026

May 31, 2025

General, formation and operational costs

$ 773,493

$ 23,187

$ 1,051,452

$ 95,857

Loss from operations

(773,493)

(23,187)

(1,051,452)

(95,857)

Other income:

Interest earned on cash and investments held in Trust Account

2,074,592

3,711,448

Total other income

2,074,592

3,711,448

Net income (loss)

$ 1,301,099

$ (23,187)

$ 2,659,996

$ (95,857)

Class A

Other income:

Basic weighted average ordinary shares outstanding

23,570,000

21,238,901

Basic net income (loss) per ordinary share

$ 0.04

$ 0.1

Diluted weighted average ordinary shares outstanding

23,570,000

21,238,901

Diluted net income (loss) per ordinary share

$ 0.04

$ 0.1

Class B

Other income:

Basic weighted average ordinary shares outstanding

^[1],[2]

5,750,000

5,000,000

5,675,824

5,000,000

Basic net income (loss) per ordinary share

$ 0.04

$ (0)

$ 0.1

$ (0.02)

Diluted weighted average ordinary shares outstanding

^[1],[2]

5,750,000

5,000,000

5,750,000

5,000,000

Diluted net income (loss) per ordinary share

$ 0.04

$ (0)

$ 0.1

$ (0.02)

[1]

For the three and six months ended May 31, 2026, includes up to 750,000 ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Such shares were excluded for the three and six months ended May 31, 2025. On December 18, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 ordinary shares are no longer subject to forfeiture (Note 6).

[2]

On May 8, 2025, through a share recapitalization, the Company surrendered 6,571,429 ordinary shares, as a result of which the Sponsor has purchased and holds an aggregate of 5,750,000 ordinary shares. All share and per-share data have been retrospectively presented.

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	May 31, 2026	May 31, 2025
Cash Flows from Operating Activities:
Net income (loss)	$ 2,659,996	$ (95,857)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and investments held in Trust Account	(3,711,448)
Changes in operating assets and liabilities:
Notes receivable	(255,000)
Prepaid expenses	(146,539)
Long-term prepaid insurance	(45,613)
Accounts payable and accrued expenses	22,278	23,757
Due to Sponsor	362
Deferred legal fee	331,571
Net cash used in operating activities	(1,144,393)	(72,100)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(230,000,000)
Cash withdrawn from Trust Account for working capital purposes	175,000
Net cash used in investing activities	(229,825,000)
Cash Flows from Financing Activities:
Collection of share subscription receivable		25,000
Proceeds from sale of Units, net of underwriting discounts paid	226,000,000
Proceeds from sale of Private Placement Units	5,700,000
Proceeds from promissory note – related party		187,101
Repayment of promissory note - related party	(300,000)
Repayment of advances from related party	(17,414)
Payment of offering costs	(366,792)	(98,534)
Net cash provided by financing activities	231,015,794	113,567
Net Change in Cash	46,401	41,467
Cash – Beginning of period	432
Cash – End of period	46,833	41,467
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	75,000	15,000
Offering cost paid through advances from Sponsor	5,500
Offering cost paid by Sponsor	1,400
Prepaid expenses applied to offering costs	25,000
Accretion of Class A ordinary shares to redemption value	22,284,564
Deferred underwriting fee payable	10,950,000
Offering costs charged to additional paid-in capital	24,724
Offering costs charged to ordinary shares subject to possible redemption	$ 615,376

Consolidated Balance Sheets (Unaudited) - USD ($)

May 31, 2026

Nov. 30, 2025

Current assets

Cash

$ 46,833

$ 432

Notes receivable

255,000

Prepaid expenses

146,539

25,000

Total current assets

448,372

25,432

Long-term prepaid insurance

45,613

Deferred offering costs

339,249

Cash and investments held in Trust Account

233,536,448

TOTAL ASSETS

234,030,433

364,681

Current liabilities

Accounts payable and accrued expenses

75,870

53,592

Accrued offering costs

75,000

172,841

Due to Sponsor

1,762

11,914

Total current liabilities

152,632

538,347

Deferred Legal Fee Noncurrent

331,571

Deferred underwriting fee

10,950,000

Total Liabilities

11,434,203

538,347

Commitments and Contingencies (Note 5)

Ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 and no shares at redemption value of $10.15 and $0 per share at May 31, 2026 and November 30, 2025, respectively

233,536,448

Shareholders’ Deficit

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at May 31, 2026 and November 30, 2025

Ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,320,000 and 5,750,000 shares issued and outstanding (excluding 23,000,000 and no shares subject to possible redemption) at May 31, 2026 and November 30, 2025, respectively

^[1],[2]

632

575

Additional paid-in capital

31,425

Accumulated deficit

(10,940,850)

(205,666)

Total Shareholders’ Deficit

(10,940,218)

(173,666)

TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT

234,030,433

364,681

Related Party

Current liabilities

Promissory note – related party

$ 300,000

[1]	On December 18, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture (Note 6).
[2]	On May 8, 2025, through a share recapitalization, the Company surrendered 6,571,429 ordinary shares, as a result of which the Sponsor has purchased and holds an aggregate of 5,750,000 ordinary shares. All share and per-share data have been retrospectively presented.