Full Press Release Details
Iron Horse Acquisitions Corp.
INDEX TO FINANCIAL STATEMENT
| Page | ||
| Audited Balance Sheet of Iron Horse Acquisitions Corp.: | ||
| Report of Independent Registered Public Accounting Firm (PCAOB ID 206) | F-2 | |
| Balance Sheet as of December 29, 2023 | F-3 | |
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC
To the Stockholders and Board of Directors of
Iron Horse Acquisitions Corp.
Opinion on the Financial Statement
We have audited the accompanying balance
sheet of Iron Horse Acquisitions Corp. (the "Company") as of December 29, 2023, and the related notes (collectively
referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material
respects, the financial position of the Company as of December 29, 2023, in conformity with accounting principles generally accepted
in the United States of America.
Going Concern Matter
The accompanying financial statement have
been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statement,
the Company's business plan is dependent on the completion of a business combination within a prescribed period of time
and if not completed will cease all operations except for the purpose of liquidating. Additionally, the Company has a net capital
deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial statement do not include any adjustments that might
result from the outcome of this uncertainty.
This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable
basis for our opinion.
| /s/ MaloneBailey, LLP |
| www.malonebailey.com We have served as the Company's auditor since 2023. |
| Houston, Texas |
| January 5, 2023 |
IRON HORSE ACQUISITIONS CORP.
| Assets | ||||
| Current assets | ||||
| Cash | $ | 656,977 | ||
| Prepaid expenses | 32,931 | |||
| Total Current Assets | 689,908 | |||
| Cash held in trust account | 69,000,000 | |||
| Total Assets | $ | 69,689,908 | ||
| Liabilities and Stockholders' Deficit | ||||
| Current liabilities | ||||
| Accrued expenses | $ | 43,252 | ||
| Accrued offering costs | 233,215 | |||
| Overallotment liability | 11,135 | |||
| Promissory note - related party | 557,781 | |||
| Total Current Liabilities | 845,383 | |||
| Deferred underwriting fee payable | 2,518,500 | |||
| Total Liabilities | 3,363,883 | |||
| Commitments and Contingencies (Note 6) | ||||
| Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.00 per share | 69,000,000 | |||
| Stockholders' Deficit | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Common stock, $0.0001 par value; 50,000,000 shares authorized, 1,999,200 shares issued and outstanding as December 29, 2023 (excluding 6,900,000 shares subject to possible redemption) (1) | 200 | |||
| Additional paid-in capital | - | |||
| Accumulated deficit | (2,674,175 | ) | ||
| Total Stockholders' Deficit | (2,673,975 | ) | ||
| Total Liabilities and Stockholders' Deficit | $ | 69,689,908 |
The accompanying notes are an integral
part of the financial statement.
IRON HORSE ACQUISITIONS CORP.
NOTES TO FINANCIAL STATEMENT
Note 1 - DESCRIPTION
OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION
Iron Horse Acquisitions Corp. (the "Company")
was incorporated in Delaware on November 23, 2021 as a blank check company whose objective is to acquire, through a merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more
businesses or entities (a "Business Combination").
At December 29, 2023, the Company had
not yet commenced any operations. All activity from November 23, 2021 (inception) through December 29, 2023 relates to the Company's
formation and the Initial Public Offering described below. The Company has selected December 31 as its fiscal year-end.
The registration statement for the Company's
Initial Public Offering was declared effective on December 26, 2023. On December 29, 2023, the Company consummated the Initial
Public Offering of 6,900,000 units (the "Units" and, with respect to the shares of common stock included in the Units
being offered, the "Public Shares"), which includes the partial exercise by the underwriters of their over-allotment
option in the amount of 800,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note
Simultaneously with the closing of the
Initial Public Offering, the Company consummated the sale of 2,457,000 warrants (the "Private Placement Warrants")
at a price of $1.00 per Private Placement Warrant, in a private placement to the Company's sponsor, Bengochea SPAC Sponsors
I LLC (the "Sponsor"), generating gross proceeds of $2,457,000, which is described in Note 4.
Transaction costs amounted to $4,651,705
consisting of $586,500 of cash underwriting fees, $2,518,500 of deferred underwriting fees, and $1,546,705 of other offering costs.
The Company Units were listed on the Nasdaq
Global Market ("NASDAQ"). Pursuant to the NASDAQ listing rules, the Company's initial Business Combination must
be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust
account at the time of the execution of a definitive agreement for such Business Combination (net of taxes payable and deferred
underwriting commissions), although this may entail simultaneous acquisitions of several target businesses. There is no assurance
that the Company will be able to effect a Business Combination successfully.
Following the closing of the Initial Public
Offering on December 29, 2023, an amount of $69,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the
Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account ("Trust Account")
with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills,
bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act until the earlier of (i) the consummation of the Company's initial Business Combination
(ii) the redemption of any shares of common stock included in the Units being sold in the Initial Public Offering that have been
properly tendered in connection with a stockholder vote to amend the Company's certificate of incorporation to modify the
substance or timing of its obligation to redeem 100% of such shares of common stock if it does not complete the Initial Business
Combination within 12 months from the closing of the Initial Public Offering (or 18 months from the closing of the Initial Public
Offering if the Company has executed a definitive agreement for a Business Combination within such 12-month period), provided
that, pursuant to the terms of the amended and restated certificate of incorporation and the trust agreement entered into between
the Company and the Trust Account, the only way to extend the time available for the Company to consummate its initial business
combination in the absence of a charter amendment, is for the Sponsor, upon at least five days' advance notice prior to
the applicable deadline, to deposit into the trust account $229,770, or $233,600 if the underwriters' over-allotment option
is exercised in full ($0.0333 per unit in either case), or an aggregate of $459,540, or $467,199 if the over-allotment option
is exercised in full, for each three-month extension, on or prior to the date of the applicable deadline; and (iii) the Company's
failure to consummate a Business Combination within the prescribed time. If the Company is unable to consummate an initial business
combination within such time period, the Company will redeem 100% of its outstanding public shares for a pro rata portion of the
funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned
on the funds held in the trust account and not previously released to the Company for taxes (and less up to $100,000 of interest
which can be used for liquidation expenses), divided by the number of then outstanding public shares, subject to applicable law
and as further described herein, and then seek to dissolve and liquidate. Placing funds in the Trust Account may not protect those
funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective
target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any
monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds
(not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions
and continuing general and administrative expenses. Additionally, certain interest earned on the Trust Account balance may be
released to the Company to pay the Company's tax obligations.
The Company, after signing a definitive