Iron Horse Acquisition Corp. LOU.U

Unit = 1 com + 1/3 warrant.

Trust = $10.00

1 Wt + $11.50 > 1 com. Call 18. Can be called cashless.

Deadline 24 months.

Sponsor, Cerberus Iron Horse Holdings

Citigroup, Goldman Sachs

We have entered into an agreement with CCM, (Cerberus Capital Manegement) a founder and an affiliate of our sponsor, pursuant to which CCM has the right (but not the obligation), on behalf of any currently existing and future investment funds, accounts, co-investment vehicles, special purpose vehicles and other entities managed by CCM or its affiliates and/or investors in such funds, accounts, vehicles and other entities, to co-invest in our initial business combination by having one or more of such entities as it determines (the “Co-Investors”) subscribe, pursuant to such agreement, for an aggregate of up to 50,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant to purchase one Class A ordinary share, for $10.00 per unit, or an aggregate maximum of $500,000,000 (the “Co-Investment”). This right will expire upon the mailing of definitive proxy materials related to our initial business combination.

If the Co-Investment is exercised in full, we will have a total of approximately $983,500,000 in cash ($1,056,175,000 if the underwriters’ overallotment option is exercised in full