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): October 13, 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 October 13, 2026,
Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”), and Electra Vehicles, Inc., a Delaware
corporation doing business as ELECTRA AI (“Electra”), issued a press release announcing that Westbrook Racing by Visit
Angola, a team competing in the UIM E1 World Championship, has selected Electra as its Official Battery Intelligence Partner, deploying
Electra’s AI Brain for Batteries™ platform and its Race Boost Optimizer module under a three-year agreement beginning with
the 2026 season.
IRHO and Electra are
parties to that certain Business Combination Agreement, dated as of April 21, 2026 (the “Business Combination Agreement”),
pursuant to which IRHO and Electra intend to consummate a business combination (the “Business Combination”).
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 have jointly 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 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 contain or will contain important information about IRHO, Electra and the Business Combination. Shareholders
may also obtain a copy of the preliminary Proxy Statement/Prospectus or, once available, the definitive Proxy Statement/Prospectus, 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, is contained in the Registration
Statement and the Proxy Statement/Prospectus, 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 contained in the Registration Statement and the Proxy Statement/Prospectus,
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 October 13, 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: October 13, 2026 |
|
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