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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Iron Horse Acquisitions Corp. 10-K 12/31/23 57:3.8M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 742K
2: EX-4.7 Description of Registrant's Securities HTML 46K
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 21K
Awarded Compensation
3: EX-31.1 Certification -- §302 - SOA'02 HTML 21K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 20K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 17K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 17K
13: R1 Cover HTML 102K
14: R2 Audit Information HTML 22K
15: R3 Balance Sheets HTML 106K
16: R4 Balance Sheets (Parentheticals) HTML 45K
17: R5 Statements of Operations HTML 71K
18: R6 Statements of Operations (Parentheticals) HTML 25K
19: R7 Statements of Changes in Shareholders? Deficit HTML 68K
20: R8 Statements of Changes in Shareholders? Deficit HTML 18K
(Parentheticals)
21: R9 Statements of Cash Flows HTML 81K
22: R10 Description of Organization and Business HTML 34K
Operations
23: R11 Summary of Significant Accounting Policies HTML 53K
24: R12 Initial Public Offering HTML 21K
25: R13 Private Placement HTML 19K
26: R14 Commitments and Contingencies HTML 23K
27: R15 Related Party Transactions HTML 28K
28: R16 Stockholders? Deficit HTML 38K
29: R17 Income Tax HTML 36K
30: R18 Fair Value Measurements HTML 30K
31: R19 Subsequent Events HTML 20K
32: R20 Pay vs Performance Disclosure HTML 29K
33: R21 Insider Trading Arrangements HTML 23K
34: R22 Accounting Policies, by Policy (Policies) HTML 78K
35: R23 Summary of Significant Accounting Policies HTML 34K
(Tables)
36: R24 Income Tax (Tables) HTML 35K
37: R25 Fair Value Measurements (Tables) HTML 27K
38: R26 Description of Organization and Business HTML 79K
Operations (Details)
39: R27 Summary of Significant Accounting Policies HTML 35K
(Details)
40: R28 Summary of Significant Accounting Policies HTML 37K
(Details) - Schedule of Common Stock Subject to
Possible to Redemption
41: R29 Summary of Significant Accounting Policies HTML 51K
(Details) - Schedule of Basic and Diluted Net Loss
Per Share
42: R30 Initial Public Offering (Details) HTML 47K
43: R31 Private Placement (Details) HTML 27K
44: R32 Commitments and Contingencies (Details) HTML 35K
45: R33 Related Party Transactions (Details) HTML 61K
46: R34 Stockholders? Deficit (Details) HTML 88K
47: R35 Income Tax (Details) HTML 21K
48: R36 Income Tax (Details) - Schedule of Net Deferred HTML 27K
Tax Liabilities
49: R37 Income Tax (Details) - Schedule of Income Tax HTML 35K
Provision
50: R38 Income Tax (Details) - Schedule of Reconciliation HTML 24K
of the Federal Income Tax Rate
51: R39 Fair Value Measurements (Details) - Schedule of HTML 31K
Fair Value of Hierarchy of Valuation Inputs
52: R40 Fair Value Measurements (Details) - Schedule of HTML 27K
Valuation of the Public Warrants and Rights
54: XML IDEA XML File -- Filing Summary XML 95K
57: XML XBRL Instance -- ea0202557-10k_ironhorse_htm XML 542K
53: EXCEL IDEA Workbook of Financial Report Info XLSX 96K
9: EX-101.CAL XBRL Calculations -- iroh-20231231_cal XML 76K
10: EX-101.DEF XBRL Definitions -- iroh-20231231_def XML 528K
11: EX-101.LAB XBRL Labels -- iroh-20231231_lab XML 864K
12: EX-101.PRE XBRL Presentations -- iroh-20231231_pre XML 475K
8: EX-101.SCH XBRL Schema -- iroh-20231231 XSD 145K
55: JSON XBRL Instance as JSON Data -- MetaLinks 367± 522K
56: ZIP XBRL Zipped Folder -- 0001213900-24-028817-xbrl Zip 244K
Exhibit 4.7
DESCRIPTION OF SECURITIES
General
As of March 28, 2024 (the “Reference Date”), we are authorized to issue 50,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of the Reference Date, 8,867,000 shares of common stock are outstanding. No shares of preferred stock are currently outstanding.
The following description summarizes the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated certificate of incorporation, bylaw, warrant agreement, and rights agreement, each of which has been filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the applicable provisions of Delaware law.
Units
Each unit consists of one share of common stock, one warrant, and one-fifth (1/5) of one right. Each warrant entitles the holder to purchase one share of common stock. Each right entitles the holder to receive one-fifth (1/5) of one share of common stock upon consummation of our initial business combination.
Common Stock
Our stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our initial business combination, our initial stockholders, as well as all of our officers and directors, have agreed to vote their respective shares of common stock in favor of the proposed business combination.
We will consummate our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
Our Board of Directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.
Pursuant to our amended and restated certificate of incorporation, if we do not consummate an initial business combination by 12 months (or up to 18 months, if we extend the time to complete a business combination as described in our organizational documents) from the closing of our initial public offering, we will cease our corporate existence except for the purposes of winding up our affairs and liquidating. If we are forced to liquidate prior to an initial business combination, our public stockholders are entitled to share ratably in the trust account, based on the amount then held in the trust account.
Our initial stockholders, officers and directors have agreed to waive their rights to participate in any liquidation distribution from the trust account occurring upon our failure to consummate an initial business combination with respect to their “Founder’s Shares” (as such term is used in the final prospectus with respect to our initial public offering, which was filed with the SEC pursuant to Rule 424(b)(4) (Registration Statement No’s. 333-275076 and 333-276282) on December 29, 2024. Our initial stockholders, officers and directors will therefore not participate in any liquidation distribution from the trust account with respect to such shares. They will, however, participate in any liquidation distribution from the trust account with respect to any shares of common stock they own that are not classified as Founder’s Shares (if applicable).
Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to us in a tender offer or have their shares of common stock converted to cash equal to their pro rata share of the trust account in connection with the consummation of our business combination. Public stockholders who sell or convert their stock into their share of the trust account still have the right to exercise the warrants that they received as part of the units.
Preferred Stock
There are no shares of preferred stock outstanding. Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with such designation, rights and preferences as may be determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.
Warrants
As of December 31, 2023, there were 6,900,000 public warrants and 2,457,000 private warrants outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial business combination. However, no warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation of the trust account.
The private warrants, as well as any warrants underlying additional units we issue to our initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us, are identical to the warrants underlying the units offered in our initial public offering.
We may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant,
| ● | at any time after the warrants become exercisable, |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder, |
| ● | if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the shares underlying the warrants have become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and |
| ● | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
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The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.
The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
The warrants will be issued in registered form under our warrant agreement with Continental Stock Transfer & Trust Company, as warrant agent. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of at least a majority of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.
The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.
In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our Board of Directors, and in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any Founder’s Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our shares of common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the corresponding $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 10.1% of the shares of common stock outstanding.
No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.
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Rights included as part of units
Except in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one-fifth (1/5) of one share of common stock upon consummation of our initial business combination, even if the holder of a public right converted all shares held by such holder in connection with the initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert such holder’s rights in order to receive the one-fifth (1/5) of one share of common stock underlying each right upon consummation of the business combination. No additional consideration will be required to be paid by a holder of rights in order to receive such holder’s additional shares upon consummation of an initial business combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours). If we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of our common stock will receive in the transaction on an as-converted basis into common stock.
We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with applicable law. As a result, you must hold rights in multiples of 5 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the rights. Accordingly, the rights may expire worthless.
Dividends
We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, our Board does not anticipate declaring any dividends in the foreseeable future.
Our Transfer Agent, Warrant Agent and Rights Agent
The transfer agent for our securities, warrant agent for our warrants, and rights agent for our rights is Continental Stock Transfer & Trust Company1 State Street, 30th Floor, New York, New York 10004.
Listing of our Securities
Our units, shares of common stock, warrants, and rights are listed on the Nasdaq Global Market under the symbols “IROHU,” “IROH,” “IROHW” and “IROHR,” respectively.
Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws
Staggered board of directors; board vacancies
Our amended and restated certificate of incorporation provides that our Board of Directors will be classified into three classes of directors of approximately equal size. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings. Additionally, in certain circumstances, when a vacancy on the Board of Directors arises due to the expansion of our board’s size or due to the resignation, death or removal of a director, our bylaws authorize the Board of Directors (rather than our stockholders) to fill the resulting vacancy, which may make it harder for stockholders to replace directors.
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Stockholder action; special meeting of stockholders
Our bylaws provide that stockholders may not take action by written consent, but may only take action at an annual or special meetings of stockholders. Additionally, our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our Board of Directors, by our president or by our Chair or by our Secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to vote.
Advance notice requirements for stockholder proposals and director nominations
Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be delivered to our principal executive offices not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders. In the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholder’s notice shall be timely if delivered to our principal executive offices not later than the 10th day following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Supermajority approval requirement
Under our bylaws, subject to certain exceptions and qualifications, the approval of holders representing at least two thirds (2/3rds) of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal our bylaws and certain provisions of our amended and restated certificate of incorporation.
Authorized but unissued shares
Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive forum selection
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction or (D) any action arising under the Securities Act. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder and therefore bring a claim in another appropriate forum. Additionally, we cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Securities Exchange Act of 1934, as amended (the ”Exchange Act”), creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
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Limitation on Liability and Indemnification of Directors and Officers
Our amended and restated certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.
We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. We will purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.
These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/29/24 | None on these Dates | |||
| Filed on: | 4/1/24 | |||
| 3/28/24 | ||||
| For Period end: | 12/31/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/02/24 Iron Horse Acquisitions Corp. 8-K:1,3,5,812/27/23 23:1.7M Command Financial 12/22/23 Iron Horse Acquisitions Corp. S-1/A 22:1.2M Command Financial 12/06/23 Iron Horse Acquisitions Corp. S-1/A 8:1.6M Command Financial 10/19/23 Iron Horse Acquisitions Corp. S-1 4:1.1M Command Financial |