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 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 |
| Rights, each right entitling 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 10, 2026, Iron Horse Acquisition II
Corp., a Cayman Islands exempted company (“IRHO”), and Electra Vehicles, Inc., a Delaware corporation (“Electra”),
issued a joint press release announcing the filing of Amendment No. 1 to the Registration Statement on Form S-4 with the Securities and
Exchange Commission in connection with the proposed business combination contemplated by that certain Merger Agreement, dated as of April
21, 2026, as amended on May 14, 2026 (as amended, the “Merger Agreement”), by and among IRHO, Electra and the other
parties thereto. The press release also announced that Electra has raised approximately $5 million in bridge financing.
A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit
99.1, is being 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”), or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where
to Find It
In connection with the Business Combination, IRHO
and Electra have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4
(as amended, the “Registration Statement”), which includes a preliminary proxy statement/prospectus (a “Proxy
Statement/Prospectus”), to be used at the extraordinary general meeting of IRHO’s shareholders to approve the Business
Combination. After the Registration Statement is declared effective, IRHO will mail a definitive Proxy Statement/Prospectus to its 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 general 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 Registration Statement, the preliminary or, once available, 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) the names of the directors and executive officers of IRHO and Electra and a description of their interests in the Business
Combination is contained in the Registration Statement and will be contained in the definitive 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 within the meaning of the U.S. federal securities laws. 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 pursuant to the Merger Agreement (the “Business Combination”), the expected timing of the closing of the Business
Combination, the expected listing of the combined company’s Class A common stock on The Nasdaq Stock Market under the proposed ticker
symbol “AIBR,” the use of proceeds of Electra’s bridge financings, and Electra’s growth strategies, market opportunities,
commercial developments and anticipated future performance. These statements are based on various assumptions, whether or not identified
in this Current Report on Form 8-K, 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 sections
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 in the Registration Statement,
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’s
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, except as required by law. 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 Current Report on Form 8-K. 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 November 10, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within 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 10, 2026
