Thayer Wade named Iron Horse Acquisition II Corp. director (NASDAQ: IRHO)

Rhea-AI Filing Summary

Iron Horse Acquisition II Corp. appointed Thayer Wade as an independent director effective April 8, 2026. Mr. Wade will serve on the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee. The filing notes Mr. Wade co-founded Epiphany Family LLC and previously worked at Vestria Capital and Morgan Stanley, where he helped launch an RIA channel that grew to $100 billion in assets under management.

Key Figures

Appointment effective date: April 8, 2026 Form signature date: April 10, 2026 RIA channel AUM: $100 billion +3 more

6 metrics

Appointment effective date April 8, 2026 Director appointment effective date

Form signature date April 10, 2026 Report signed by CEO Jose Bengochrea

RIA channel AUM $100 billion Assets under management grown during Mr. Wade's tenure at Morgan Stanley

Epiphany management start December 2023 Mr. Wade has managed Epiphany Family LLC since this date

Vestria Capital tenure March 2022–January 2024 Senior associate role prior to Epiphany

Ordinary share par value $0.0001 per share Listed on cover table for ordinary shares

Key Terms

Audit Committee, Nominating and Corporate Governance Committee, RIA channel, Epiphany Family LLC

4 terms

Audit Committee financial

"will serve on each of the Audit Committee, Compensation Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nominating and Corporate Governance Committee corporate governance

"serve on each of the Audit Committee, Compensation Committee, the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

RIA channel market

"launched the firm’s RIA channel, growing to over $100 billion in assets"

Epiphany Family LLC other

"co-founder of Epiphany Family LLC (“Epiphany”), a transcontinental firm"

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): April 10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

Iron Horse Acquisition II Corp. (the “Company”) has announced the appointment of Thayer Wade to join as an independent director to its board of directors, effective April 8, 2026. Mr. Wade will serve on each of the Audit Committee, Compensation Committee, the Nominating and Corporate Governance Committee.

Thayer Wade is the co-founder of Epiphany Family LLC (“Epiphany”), a transcontinental firm specializing in US mergers and acquisitions. Mr. Wade has managed the firm since December 2023. Prior to co-founding Epiphany, Mr. Wade worked as a senior associate at Vestria Capital from March 2022 through January 2024. Previously he was Assistant Vice President at Morgan Stanley (NYSE: MS) in a strategy and corporate development role, where he was part of the team that launched the firm’s RIA channel, growing to over $100 billion in assets under management during his tenure. He previously worked at Maximus, Inc. (NYSE: MMS), a systems integrator serving government clients, with roles spanning business development, strategy, operations, and emerging technologies. He holds an A.B. cum laude in engineering from Harvard with a secondary in American government and political philosophy. We believe that Mr. Wade is well qualified to join our board of directors due to his diverse financial experience in mergers and acquisitions.

1 

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 Bengochrea
		Name:	Jose Bengochrea
		Title:	Chief Executive Officer
Date: April 10, 2026

2

FAQ

Who is Thayer Wade and what role did Iron Horse (IRHO) assign him?

Thayer Wade was appointed an independent director effective April 8, 2026. The filing states he will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees, reflecting a governance role across financial oversight, pay, and board nominations.

What relevant experience does Thayer Wade bring according to the IRHO filing?

Mr. Wade co-founded Epiphany Family LLC and managed it since December 2023. He worked at Vestria Capital (March 2022–January 2024) and at Morgan Stanley on a strategy team that launched an RIA channel reaching $100 billion AUM.

When did Iron Horse (IRHO) announce the director appointment?

The Form 8-K reports the appointment is effective April 8, 2026. The current report itself is signed and dated April 10, 2026, and lists Mr. Wade's committee assignments explicitly in the filing text.

Will Thayer Wade receive compensation details in this filing?

The 8-K discloses committee assignments and background but does not state compensation terms. The filing focuses on background and qualifications; specific compensatory arrangements are not provided in the excerpt.

Does the filing indicate any change to company operations or strategy tied to the appointment?

The filing does not describe operational or strategic changes tied to the appointment. It highlights Mr. Wade’s M&A and strategy experience but does not link the appointment to a stated change in corporate strategy or operations.