SCHEDULE: Iron Horse II Sponsor Discloses 21% Stake Post-IPO

IRHO SPAC SPONSOR LLC and its managing members, Jose Bengochea and William Caragol, reported a 21% beneficial ownership in Iron Horse Acquisition II Corp. following the company's initial public offering.

Summary

• IRHO SPAC SPONSOR LLC, Jose Bengochea, and William Caragol collectively beneficially own 6,120,000 ordinary shares of Iron Horse Acquisition II Corp.
• This represents approximately 21% of the 29,320,000 ordinary shares deemed outstanding after the IPO and the underwriter's over-allotment option exercise.
• The ownership includes 5,750,000 Founder Shares acquired for $32,000 in September 2025 and 370,000 ordinary shares underlying private placement units purchased for $3,700,000.
• The Issuer's initial public offering of 23,000,000 units at $10.00 per unit, totaling $230,000,000, closed on December 18, 2025.
• Each public unit consists of one ordinary share and one right, with each right entitling the holder to receive one-tenth of a share upon an initial business combination.
• Simultaneously with the IPO closing, the Sponsor acquired 370,000 private placement units and Cantor Fitzgerald & Co. acquired 200,000 private placement units, each at $10.00 per unit, for an aggregate of $5,700,000.

Sentiment

Score: 7

Explanation: The filing reports on the successful completion of the IPO and the establishment of the sponsor's significant ownership stake, which are positive foundational steps for a SPAC. There are no negative disclosures, but it is a factual ownership report rather than a performance update.

Positives

• Successful closing of the Initial Public Offering (IPO) and the exercise of the over-allotment option, raising $230,000,000.
• Significant beneficial ownership by the Sponsor and its managing members (21%), indicating strong alignment of interests with the company's success.
• The Sponsor acquired private placement units at the same price as public units, demonstrating confidence.

Risks

• Transfer restrictions on Founder Shares and private units limit liquidity for the Sponsor and Insiders until certain conditions are met (e.g., 180 days after business combination or share price target of $12.00).
• The success of the investment is contingent on the completion of an initial business combination.

Future Outlook

The Reporting Persons continuously assess the Issuer's business, financial condition, results of operations, and prospects, along with general economic conditions and other investment opportunities. Depending on these assessments, they may acquire additional securities, new securities, or dispose of existing holdings in the open market, privately negotiated transactions, or directly with the Issuer.

Management Comments

• Jose Bengochea and William Caragol are the managing members of IRHO SPAC SPONSOR LLC and have voting and investment power over the ordinary shares held by the Sponsor.
• Jose Bengochea serves as the Chief Executive Officer and Chairman of the board of directors of the Issuer.
• William Caragol serves as a director and the Chief Financial Officer of the Issuer.

Industry Context

This filing is a standard Schedule 13D disclosure following the successful completion of an Initial Public Offering (IPO) by a Special Purpose Acquisition Company (SPAC). SPACs are formed to raise capital via an IPO with the purpose of acquiring an existing private company, thereby taking it public. The significant ownership stake by the sponsor and management is typical for SPAC structures, aligning their interests with the successful completion of a business combination.

Comparison to Industry Standards

• The 21% beneficial ownership by the sponsor group is a substantial stake, common in SPACs to incentivize the sponsor to find and execute a successful business combination.
• The pricing of Founder Shares at a nominal value ($0.004 per share) and private placement units at the IPO price ($10.00 per unit) is standard practice in SPAC formations, reflecting the risk taken by the sponsor.
• The lock-up periods and transfer restrictions on Founder Shares and private units are typical mechanisms designed to ensure sponsor commitment and stability post-business combination, aligning with industry best practices for SPAC governance.
• The inclusion of rights in the public units, entitling holders to a fraction of a share upon business combination, is a common feature in SPAC IPOs to provide additional value to public investors.

Corporate Governance

Related Party Transactions

• The Sponsor paid $32,000 to the Issuer for 5,750,000 Founder Shares in September 2025.
• The Sponsor acquired 370,000 private placement units from the Issuer at $10.00 per unit simultaneously with the IPO closing on December 18, 2025.
• Jose Bengochea and William Caragol, as managing members of the Sponsor and officers/directors of the Issuer, have voting and investment power over the Sponsor's shares.

Stakeholder Impact

• Shareholders: The IPO provided public shareholders with units consisting of ordinary shares and rights. The significant sponsor ownership and lock-up agreements aim to align sponsor interests with long-term shareholder value.
• Management/Insiders: Subject to lock-up periods and transfer restrictions, incentivizing them to successfully complete a business combination.
• Underwriters (Cantor Fitzgerald & Co.): Participated in the private placement and exercised their over-allotment option, indicating their role in the capital raise.

Next Steps

• The Issuer will seek shareholder approval for a proposed initial business combination.
• The Sponsor and Insiders will continue to assess the Issuer's business and potential investment opportunities.
• The Sponsor and Insiders are subject to transfer restrictions on their shares until certain conditions related to the initial business combination or share price are met.

Key Dates

Keywords

SPAC, Iron Horse Acquisition II Corp, Schedule 13D, Beneficial Ownership, IPO, Private Placement, Founder Shares, Jose Bengochea, William Caragol, IRHO SPAC SPONSOR LLC, Corporate Governance