Iron Horse Acquisitions Corp.

Item 1A. Risk Factors

.

Other than the risk factors listed below, there have been no material changes from the risk factors previously described under our Current Report on Form 8-K filed with the SEC on September 30, 2025 and the proxy statement/prospectus.

Our securities have been suspended from trading on Nasdaq since October 1, 2025, following an oral notification from Nasdaq. If this suspension were to result in our delisting from Nasdaq, it would have a material adverse effect on the value or liquidity of our securities held by our investors.

As a smaller reporting comdisclosed in our current report on Form 8-K filed with the SEC on October 6, 2025, following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it had received a notification from personnel at the China Securities Regulatory Commission (the CSRC) informing Nasdaq that the CSRC had not yet completed its process of review of the Companys U.S. listing. As a result, Nasdaq has halted trading in the Companys Common Stock and Warrants while it seeks clarification of these matters from the Company (the Trading Halt). The Company believes it has satisfied its obligations with respect to the CSRC and has received a legal opinion from its Chinese securities counsel to that effect. The Company we are not required has provided Nasdaq with additional documentation. However, as of the date of this Quarterly Report, the Trading Halt is still in effect.

If such Trading Halt were to continue, or if our securities were eventually delisted by Nasdaq our investors may face significant material adverse consequences due to their holding of our securities, including:

The National Securities Markets Imake disclosures uprovement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder this Item.

e sale of securities of blank check companies in their states. Further, if we were no longer listed on the Nasdaq, our securities would not be covered securities, and we would be subject to regulation in each state in which we offer our securities.

If Nasdaq eventually decides to delist our securities, we may face shareholder lawsuits, which would have a material adverse effect on our operation.

If Nasdaq eventually proceeds to delist our securities, such delisting would likely have a negative effect on the price of our securities and would impair shareholders ability to trade in our securities. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, or prevent future non-compliance with Nasdaqs listing requirements.

28

Additionally, if our securities are not listed on, or become delisted from Nasdaq, for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. If our securities become illiquid, shareholders may be unable to trade their securities unless a market can be established or sustained, and similarly if investors are precluded from trading their securities, it could have dire consequences on our ability to raise more capital.

If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our business, profitability and reputation.