铁马收购公司美股招股说明书(2025-09-30版)

Prospectus Supplement(to prospectus dated May 15, 2025) IRON HORSE ACQUISITIONS CORP. This prospectus supplement is being filed to update and supplement information contained in the prospectus, dated May 15, 2025 (the“Prospectus”), of Iron Horse Acquisitions Corp. (“Iron Horse”) related to the proposed business combination between Iron Horse andZhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”)pursuant to the Business Combination Agreement, dated as of September27, 2024 as amended and restated on December18, 2024,and as further amended on August 31, 2025 and September 12, 2025 (as so amended and restated, the “Business CombinationAgreement”), by and among Iron Horse, CFI and Rosy Sea Holdings Limited, a company incorporated and existing under the laws ofthe British Virgin Islands. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Investing in our securities involves risks. See “Risk Factors” beginning on page 24 of the Prospectus and in any applicable prospectussupplement. Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, orpassed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is September 30, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2025 IRON HORSE ACQUISITIONS CORP.(Exact name of registrant as specified in its charter) Not Applicable(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 orRule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 8.01. Other Events. Business Combination As previously disclosed, on September 29, 2024, Iron Horse Acquisitions Corp. (the “Company”) entered into a business combinationagreement (the “Business Combination Agreement”), with Rosey Sea Holdings Limited, a company incorporated and existing underthe laws of the British Virgin Islands (“Seller”) and the owner of 100% of the issued and outstanding capital stock of Zhong GuoLiang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”), pursuant towhich the Company will purchase from Seller the ordinary shares of CFI in exchange for shares of the Company’s common stock, parvalue $0.0001 per share (the “Common Stock”), as a result of which CFI will become a wholly owned subsidiary of the Company. OnDecember 18, 2024, the Company, Seller and CFI entered into an amended and restated Business Combination Agreement (the“Amended and Restated Business Combination Agreement”). Stockholder Approval On June 20, 2025, the Company held a special meeting of stockholders (the “Business Combination Special Meeting”) at which thestockholders approved the proposal to adopt the Amended and Restated Business Combination Agreement, dated as of December 18,2024, by and among the Company, the Seller and CFI, approved the Second Amended and Restated Certificate of Incorporation of theCompany, and approved the other related proposals presented therein. On June 25, 2025, the Company held special meeting of stockholders, and the stockholders approved the Company’s Amended andRestated Certificate of Incorporation to extend the date by which the Company must consummate a business combination up to twelve(12) times, each such extension for an additional one (1)