Iron Horse Acquisition II Corp 2026年季度报告

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 February 28, 2026 Commission file number: 001-43021 IRON HORSE ACQUISITION II CORP.(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of April 2, 2026, there were 29,320,000 ordinary shares, $0.0001 par value, issued and outstanding. IRON HORSE ACQUISITION II CORP. FORM 10-Q FOR THE QUARTER ENDED FEBRUARY 28, 2026TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Financial StatementsBalance Sheets as of February 28, 2026 and November 30, 2025 (Unaudited)1Statements of Operations for the three months ended February 28, 2026 and 2025 (Unaudited)2Statements of Changes in Shareholders’ Deficit for the three months ended February 28, 2026 and 2025 (Unaudited)3Statements of Cash Flows for the three months ended February 28, 2026 and 2025 (Unaudited)4Notes to Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk18Item 4. Controls and Procedures18Part II. Other InformationItem 1. LegalProceedings19Item 1A. Risk Factors19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds19Item 3. DefaultsUpon Senior Securities19Item 4. MineSafety Disclosures19Item 5. Other Information19Item 6. Exhibits20Part III. Signatures21 PART I - FINANCIAL INFORMATION IRON HORSE ACQUISITION II CORP.BALANCE SHEETS(UNAUDITED) ASSETSCurrent assetsCash$718,100$432Prepaid expenses178,10825,000Total current assets896,20825,432Long-term prepaid insurance66,613—Deferred offering costs—339,249Cash and investments held in Trust Account231,461,856—TOTAL ASSETS$232,424,677$364,681 Current liabilitiesAccounts payable and accrued expenses$102,784$53,592Accrued offering costs75,000172,841Due to Sponsor1,76211,914Promissory note – related party—300,000Total current liabilities179,546538,347Deferred underwriting fee10,950,000—Total Liabilities11,129,546538,347 Ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 and no shares atredemption value of $10.06 and $0 per share at February 28, 2026 and November 30, 2025,respectively231,461,856— (1)On December18, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial PublicOffering. 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 Sponsorhas purchased and holds an aggregate of 5,750,000 ordinary shares. All share and per-share data have beenretrospectively presented. The accompanying notes are an integral part of the unaudited financial statements. IRON HORSE ACQUISITION II CORP.STATEMENTS OF OPERATIONS(UNAUDITED) For the Three MonthsEndedFebruary 28, (1)For the three months ended February 28, 2026, includes up to 750,000 ordinary shares subject to forfeiture if the over-allotmentoption was not exercised in full or in part by the underwriters. Such shares were excluded for the three months ended February 28,2025. On December 18, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the InitialPublic 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 whi