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): May 14, 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 1.01. Entry into a Material Definitive Agreement.
On May 14, 2026, Iron Horse Acquisition II Corp.
(“IRHO”) entered into an Amendment (the “Amendment”) to the Merger Agreement by and among IRHO,
IRHO Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of IRHO (“Merger Sub”), and Electra
Vehicles, Inc., a Delaware corporation (“Electra”) (as it may be amended and/or restated from time to time, the “Merger
Agreement”) entered into by the parties in connection with the proposed business combination between IRHO and Electra (the “Business
Combination”).
Capitalized terms used in this Current Report
on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.
Among other things , the Amendment revises certain
provisions of the Merger Agreement including:
| ● | the definitions of Aggregate Merger Consideration, Company Earnout
Holders, Conversion Ratio; |
| ● | the calculation of the Aggregate Merger Consideration and Conversion
Ratio; |
| ● | the treatment of the Company Convertible Notes to be issued
in connection with Electra’s bridge financing; |
| ● | Minimum Ownership Threshold provisions; and |
| ● | the earnout share provisions applicable following the closing
of the Business Combination. |
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by the Amendment, which is filed hereto as Exhibit 2.1 and incorporated herein
by reference.
Item 8.01. Other Events.
On May 15, 2026, Iron Horse Acquisition II Corp.,
a Cayman Islands exempted company (“IRHO”), announced they have filed a registration statement (the “Registration
Statement”) on Form S-4 with the Securities and Exchange Commission.
Attached as Exhibit 99.1 to this Current Report
on Form 8-K is a copy of the press release issued by IRHO announcing the filing of the Registration Statement.
On May 16, 2026, Electra Vehicles, Inc. (“Electra”)
issued a letter to its shareholders announcing the filing of the Registration Statement and outlining contemplated steps around the Business
Combination. A copy of the letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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 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 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. 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
ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the effect
of these investments; (11) the amount of redemption requests made by IRHO’ public shareholders; (12) the ability of Electra to issue
equity or equity-linked securities in the future; (13) the failure to achieve the minimum cash at closing requirements; (14) 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 (15) 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 |
| 2.1 |
|
Amendment to Merger Agreement, dated May 14, 2026, by and among Iron Horse Acquisition II Corp., Electra Vehicles, Inc. and IRHO Merger Sub. Inc. |
| |
|
|
| 99.1 |
|
Press Release dated May 15, 2026 |
| |
|
|
| 99.2 |
|
Letter to Shareholders of Electra Vehicles, Inc. dated May 16, 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: May 18, 2026
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