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): November 2, 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
November 2, 2026, Electra Vehicles, Inc., a Delaware corporation (“Electra”) released a newsletter providing an overview
of certain recent developments. Electra is currently party to a business combination agreement with Iron Horse Acquisition II Corp. (“IRHO”).
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the newsletter.
In addition, Electra and IRHO have prepared an
investor presentation dated November 2, 2026, which may be used in meetings with potential investors, including in connection with a potential
private investment in public equity (PIPE) financing. Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into
this Item 7.01 by reference is the investor presentation. As noted in the investor presentation, no PIPE financing has been committed
as of the date thereof.
The
foregoing exhibits are 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 they 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. In connection with the proposed Business Combination,
IRHO and Electra have filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”), which includes 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 Proxy Statement/Prospectus,
any amendments thereto and other relevant documents filed with the SEC 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 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 list of the names of such directors and executive officers
of IRHO and Electra, and information regarding their interests in the proposed 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. 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,
(1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market
opportunity; (2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future
financial performance of Electra following the proposed Business Combination; (3) changes in the market for Electra’s services
and technology, expansion plans and opportunities; (4) Electra’s unit economics; (5) the sources and uses of cash in
connection with the proposed Business Combination; (6) the anticipated capitalization and enterprise value of IRHO following the
consummation of the proposed Business Combination; (7) the projected technological developments of Electra; (8) current and future
potential commercial and customer relationships; (9) the expected capabilities, timing and outcomes of the Westbrook Racing by Visit
Angola partnership, including participation in the Miami Races; (10) the expected capabilities and outcomes of Electra’s work
with Indian battery-swapping fleets and other customers; (11) the conversion of trials, prospects, non-binding discussions and
pipeline opportunities into executed agreements, and estimates of battery capacity under management, expansion from current
customers and pipeline; (12) statements regarding market trends, including Physical AI, energy storage time horizons and AI energy
demand, and third-party market size and growth projections, including for battery energy storage systems and intelligent battery
management; (13) statements regarding competitive advantages; (14) the capabilities and market reach of the AI Brain for
Batteries™ platform; (15) illustrative unit economics, revenue mix, gross margin, expected contribution margins and other
quantified figures derived from internal models or projections; (16) the ability to operate efficiently at scale; (17) anticipated
investments in capital resources and research and development, and the effect of these investments; (18) the anticipated use of
proceeds from the proposed Business Combination and any private capital raised; (19) the ability to obtain PIPE or other financing
in connection with the proposed Business Combination, the amount and terms of any such financing, and the effect of any such
financing on the capitalization of the combined company; (20) the illustrative pro forma ownership of the combined company, the
potential issuance of earnout shares, and the composition of the combined company’s board of directors; (21) Electra’s
ability to identify, complete and integrate acquisitions; (22) the amount of redemption requests made by IRHO’ public
shareholders; (23) the ability of Electra to issue equity or equity-linked securities in the future; (24) the failure to achieve the
minimum cash at closing requirements; (25) the inability to obtain or maintain the listing of the combined company’s common
stock on Nasdaq following the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels
or the failure to meet Nasdaq’s initial listing standards in connection with the consummation of the Proposed Business Combination;
and (26) expectations related to the terms and timing of the proposed Business Combination. 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 provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of IRHO and Electra. 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 |
Newsletter dated November 2, 2026 |
| 99.2 |
|
Investor Presentation dated November 2, 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:
November 2, 2026 |
|
|
