UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 22, 2026
IRON
HORSE ACQUISITION II CORP.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43021 |
|
98-1885362 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
851
Broken Sound Parkway NW, Suite 230
Boca
Raton, FL 33487
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
(310)
290-5383
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one ordinary share, $0.0001 par value, and one-right |
|
IRHOU |
|
The
Nasdaq Stock Market LLC |
| Ordinary
shares, par value $0.0001 per share |
|
IRHO |
|
The
Nasdaq Stock Market LLC |
| Right-each
right entitles the holder thereof to receive one-tenth (1/10) of an ordinary share |
|
IRHOR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01. Regulation FD Disclosure
On
September 22, 2026, Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”) and Electra Vehicles,
Inc., a Delaware corporation (“Electra”) issued a press release announcing a recap of milestones achieved since IRHO
and Electra entered into that certain Merger Agreement, dated as of April 21, 2026, as amended.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the press release.
The
foregoing exhibit is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
except as expressly set forth by specific reference in such filing.
Important
Information About the Business Combination and Where to Find It
The
Business Combination will be submitted to shareholders of IRHO for their consideration. IRHO and Electra intend to jointly file a registration
statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”),
which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”).
A definitive Proxy Statement/Prospectus will be mailed to IRHO’s shareholders as of a record date to be established for voting
on the Business Combination and other proposals. IRHO may also file other relevant documents
regarding the Business Combination with the SEC. IRHO’s shareholders and other
interested persons are advised to read, once available, the preliminary Proxy Statement / Prospectus and any amendments thereto and,
once available, the definitive Proxy Statement/Prospectus, in connection with IRHO’s solicitation of proxies for its extraordinary
meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important
information about IRHO, Electra and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy
Statement/Prospectus, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents
filed with the SEC by IRHO, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: IRHO’s
Chief Executive Officer at 851 Broken Sound Parkway NW, Suite 230, Boca Raton, FL 33487.
Participants
in the Solicitation
IRHO
and Electra and certain of their respective directors, executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i)
the directors and executive officers of IRHO is set forth in the IRHO Annual Report on Form 10-K for the year ended
November 30, 2025, which was filed with the SEC on February 13, 2026, and (ii) a description of the interests of the directors and executive
officers of IRHO and Electra, and the Business Combination,
will be contained in the Registration Statement and the Proxy Statement/Prospectus when available,
which documents can be obtained free of charge from the sources indicated above.
Forward-Looking
Statements
The
disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These outcomes are subject to successful
integration, technology performance, market conditions, and other factors beyond the parties’ control. Forward-looking statements
generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking
statements include, but are not limited to, statements regarding the proposed business combination between IRHO and Electra (the “Business
Combination”), the expected timing of the closing of the Business Combination, the post-closing trading of securities under
the ticker symbol “AIBR” on The Nasdaq Stock Market, and Electra’s growth strategies, market opportunities, and anticipated
future performance. These statements are based on various assumptions, whether or not identified in this release, and on the current
expectations of IRHO’s and Electra’s management and are not predictions of actual performance. These forward-looking statements
are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in the IRHO Annual Report on Form 10-K for the
year ended November 30, 2025, which was filed with the SEC on February 13, 2026, and/or will be contained in the Registration Statement
and the Proxy Statement/Prospectus when available, and in those other documents that IRHO has filed, or will file, with the SEC.
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither
IRHO nor Electra presently know or that IRHO and Electra currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition, forward looking statements reflect IRHO’s and Electra’s
expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. IRHO and Electra anticipate
that subsequent events and developments will cause IRHO and Electra’s assessments to change. However, while IRHO and Electra may
elect to update these forward-looking statements at some point in the future, IRHO and Electra specifically disclaim any obligation to
do so. These forward-looking statements should not be relied upon as representing IRHO’s and Electra’s assessments as of
any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase,
any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business
Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom,
such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute
either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act, or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated September 22, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
IRON
HORSE ACQUISITION II CORP. |
| |
|
| |
By: |
/s/
Jose Bengochea |
| |
|
Name:
|
Jose Bengochea |
| |
|
Title: |
Chief
Executive Officer |
| |
|
|
| Date:
September 22, 2026 |
|
|
