Iron Horse Acquisition II Corp美股招股说明书(2025-12-18版)

Iron Horse Acquisition II Corp. 20,000,000Units Iron Horse Acquisition II Corp. (the “Company”) is a blank check company incorporated in the Cayman Islandsas an exempted company for the purpose of entering into a merger, share exchange, asset acquisition, sharepurchase, recapitalization, reorganization or other similar business combination with one or more businesses orentities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not belimited to a particular industry or geographic region although we intend to initially focus on target companieswithin the mediaand entertainment industry with a primary focus on the UnitedStates, and in particular onidentifying attractive targets among content studios and film production, family entertainment, animation,music, gaming, e-sports, talent management, and talent-facing brands and businesses. We do not have anyspecific business combination under consideration and we have not (nor has anyone on our behalf), directly orindirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise,with respect to such a transaction. If we are unable to consummate an initial business combination within24months from the closing of this offering, unless such time is extended as described herein, we will redeem100% of the public shares for a pro rata portion of the trust account, equal to the aggregate amount then ondeposit in the trust account including interest earned on the funds held in the trust account and not previouslyreleased to us for our franchise and income tax obligations (less up to $100,000 for our liquidation expenses and$175,000 for additional working capital), divided by the number of then outstanding public shares, subject toapplicable law and as further described herein. Except for franchise taxes and income taxes, the proceeds placedin the trust account and the interest earned thereon shall not be used to pay for possible excise tax or any otherfees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws,including without limitation any excise tax due under the Inflation Reduction Act of 2022 (“IRA”) on anyredemptions or share repurchased by the Company. This is an initial public offering of our securities. We are offering 20,000,000units. Each unit that we areoffering has a price of $10.00 and consists of one ordinary share, $0.0001 par value per share (the “ordinaryshares”), and one right (each, a “right”). Each right entitles the holder thereof to receive one-tenth (1/10) of anordinary share upon the consummation of an initial business combination, as described in more detail in thisprospectus. No fractional shares will be issued upon conversion of the rights. As a result, you must hold at leastten rights to receive one ordinary share at the closing of the initial business combination. We have granted theunderwriters a 45-day option to purchase up to an additional 3,000,000units to cover over-allotments, if any. The Company will deposit $200,000,000 (or $230,000,000 if the over-allotment option is exercised in full) or$10.00 per unit sold to the public in this offering, in a U.S.-based trust account with Continental StockTransfer& Trust Company acting as trustee pursuant to an agreement to be signed on the date of thisprospectus. This amount will come from the net proceeds of this offering and the proceeds we will receive fromthe sale of the private units. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ordinary shares that were soldas part of the units in this offering, upon the completion of our initial business combination at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days priorto the consummation of our initial business combination, including interest earned on the funds held in the trustaccount, less taxes payable (other than any excise or similar tax that may be due or payable), divided by thenumber of then outstanding public ordinary shares. There is no limitation on any such redemption. Our sponsor, IRHO SPAC Sponsor LLC (“sponsor”) and Cantor Fitzgerald & Co., the representative of theunderwriters,have committed to purchase an aggregate of 570,000 private units(whether or not theunderwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, or $5,700,000 in theaggregate (whether or not the underwriters’ over-allotment option is exercised in full), in a private placementthat will close simultaneously with the closing of this offering. Each private unit consists of one ordinary shareand one right. We refer to these units throughout this prospectus as the private units, the shares included in theprivate units as the private shares and the rights included in the private