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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): September 22, 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
September 22, 2026, Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”) and Electra Vehicles,
Inc., a Delaware corporation (“Electra”) issued a press release announcing a recap of milestones achieved since IRHO
and Electra entered into that certain Merger Agreement, dated as of April 21, 2026, as amended.
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 intend to jointly file a registration
statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”),
which will include 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. 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 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 |
|
Press Release dated September 22, 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:
September 22, 2026 |
|
|
Exhibit
99.1
ELECTRA
AI and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) Report Sustained Commercial and Strategic Momentum Since Announcing Their Proposed
$250 Million+ Business Combination Agreement
Growing
commercial traction, expanding global partnerships, and continued progress toward the anticipated Nasdaq listing under “AIBR”.
BOSTON,
MA, BOCA RATON, Fla. – September 22, 2026 – ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™ platform,
and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced a recap of the milestones achieved since
the companies entered into their definitive Business Combination Agreement (the “BCA”) on April 21, 2026 — a transaction
valued at $250 million+, including earn-out targets, that is expected to create the world’s first publicly traded pure-play AI
Battery Intelligence company, giving public-market investors their first direct exposure to the intelligence layer of the global battery
economy.
In
the months since signing, ELECTRA has continued to execute against its category-defining thesis: that value in the battery industry is
shifting from the cell to the intelligence around it. New deployments span heavy mining fleets, vehicle OEMs, battery-swapping networks,
and battery-backed financing, while also accelerating the company’s expansion across Asia, home to the world’s leading battery
markets. Partnerships have extended the AI Brain for Batteries™ platform into grid-scale storage, post-quantum cybersecurity, and
space, while industry bodies have turned to ELECTRA in defining where batteries win in the AI era. One platform, proving itself across
markets — as the companies advance the transaction toward an anticipated closing in the second half of 2026.
Commercial
Momentum
| ● | Mooving
selects ELECTRA AI (September 2026). Mooving, a smart battery-swapping network in India,
selected EVE-Ai Battery Fleet Analytics to monitor and optimize the battery packs circulating
across its network — a business model where cell health directly drives unit economics.
Deployment is underway. |
| | | |
| ● | Omega
Seiki Mobility partners with ELECTRA AI (August 2026). Omega Seiki Mobility (OSM), one
of India’s leading EV manufacturers and part of the Anglian Omega Group, partnered
with ELECTRA to integrate battery health intelligence across its EV ecosystem — real-time
monitoring, predictive analytics, and State of Health (SoH) and Remaining Useful Life (RUL)
insights that bring battery transparency to customers, financiers, retailers, and fleet operators
as India’s used-EV market takes shape. |
| | | |
| ● | Propel
Industries selects ELECTRA AI (July 2026). Propel Industries, India’s leader in
crushing, screening and washing equipment for the mining and construction sectors, with 2,900+
installations across 36+ countries, selected EVE-Ai Battery Fleet Analytics to monitor and
optimize its growing fleet of electric mining and haulage assets — battery intelligence
in one of the toughest environments a battery can face. Deployment is underway. |
Ecosystem,
Partnerships & Category Leadership
| ● | Technical
collaboration with MinTech on AI-powered BESS risk prediction (August 2026). ELECTRA
entered a technical collaboration with MinTech, a KOSDAQ-listed Korean specialist in battery
diagnostic and testing technology. MinTech feeds data from its diagnostic and inspection
equipment into the AI Brain for Batteries™ platform for real-time state diagnosis,
analytics, and risk prediction, moving BESS operators from reacting to failure toward predicting
it. |
| | | |
| ● | Post-quantum
cybersecurity partnership with Naoris Quantum Protocol (June 2026). ELECTRA and Naoris
Quantum Protocol Inc. paired the AI Brain for Batteries™ platform with a post-quantum,
decentralized trust layer — cybersecurity built for AI battery intelligence as frameworks
like the EU Battery Passport, NIS2, and UNECE R155 raise the bar for resilience across battery-powered
infrastructure. |
| | | |
| ● | MoU
with D-Orbit to bring AI battery intelligence to space (May 2026). ELECTRA and D-Orbit
signed an MoU to bring battery intelligence to satellites — onboard real-time intelligence
plus fleet analytics across the constellation — extending the AI Brain for Batteries™
platform into aerospace, the most reliability-critical vertical, and bringing the company’s
NASA heritage full circle. |
| ● | Volta
Foundation AI & Data Center Committee — appointment and paper contribution (April–July
2026). ELECTRA’s Head of Marketing & Communications, Giovanni Rossi, was appointed
to the Volta Foundation’s Applied AI & Data Center Infrastructure (AIDC) Committee
in April and contributed to its July insights paper, “Where Batteries Can Win in Data
Center Applications” — published as AI buildout becomes power-constrained and
data centers grow into one of the fastest-expanding battery segments. |
| | | |
| ● | Strategic
Advisory Board established (May 2026). ELECTRA established a Strategic Advisory Board,
appointing Carmine Villani — President & CEO of Crown MFO Group, Multifamily Office
Equity Partners, and Multifamily Office Investments (combined platforms of over $27 billion
deploying capital in alignment with Saudi Arabia’s Vision 2030 and the broader transformation
of the GCC economy) — as its first Strategic Advisor to support the company’s
scale-up and public-market readiness. |
| | | |
| ● | Investor
engagements. Between May and June, ELECTRA brought the AI Brain for Batteries™
platform to the autonomy ecosystem and to institutional investors on both sides of the Atlantic: |
| ● | XPONENTIAL
2026 (Detroit, May 11–14), the global event for uncrewed and autonomous systems |
| ● | Sidoti’s
Micro-Cap Virtual Investor Conference (May 20–21) |
| ● | ROTH’s
16th Annual London Conference (June 16–18) |
Brand
& Transaction Execution
| ● | Electra
Vehicles became ELECTRA AI (May 2026). The company completed its rebrand — same
team, same NASA-spinoff technology, and a name that says what the company does: the AI Brain
for Batteries™ platform for grid storage, data centers, robotics, space, and e-mobility. |
| | | |
| ● | Form
S-4 filed with the SEC (May 2026). Iron Horse and ELECTRA filed a registration statement
on Form S-4 in connection with the proposed business combination. |
| | | |
| ● | Updated
investor materials released (May & June 2026). The companies released updated investor
presentations detailing ELECTRA’s multi-terawatt-hour opportunity pipeline and asset-light,
software-driven model across energy storage, data centers, autonomous systems, and e-mobility. |
“Signing
the Business Combination Agreement was never the destination — it was the starting gun. Since then we’ve added customers
across mining, mobility, and energy, extended our platform into grid storage, post-quantum security, and space, and helped define where
batteries win in the AI era. Every battery on Earth deserves a brain — and we’re executing, win after win, toward becoming
the world’s first publicly traded pure-play AI Battery Intelligence company,” said Fabrizio Martini, CEO and Co-Founder
of ELECTRA AI.
“What
we are seeing from ELECTRA between signing and closing is exactly what we love to see: commercial traction, category leadership, disciplined
execution…this momentum speaks volumes of ELECTRA’s tenacity and drive,” said Jose Antonio Bengochea, CEO and Chairman
of Iron Horse Acquisition II Corp.
Transaction
Overview
As
previously announced on April 21, 2026, ELECTRA and Iron Horse entered into a definitive Business Combination Agreement. The proposed
transaction values ELECTRA at an implied equity value of approximately $250 million+, including earn-out targets. The respective boards
of directors of both ELECTRA and Iron Horse have unanimously approved the transaction, which is expected to close in the second half
of 2026, subject to approval by Iron Horse’s stockholders, registration with the SEC, and other customary closing conditions. Upon
closing, the combined company is expected to operate as ELECTRA AI and remain listed on Nasdaq under the ticker symbol “AIBR”.
Cantor
Fitzgerald acted as underwriter to Iron Horse in connection with its initial public offering, and Loeb & Loeb LLP is serving as Iron
Horse’s legal counsel. Park Avenue Capital Group Corp. and Roth Capital Partners serve as financial advisors to ELECTRA, with Latham
& Watkins LLP as ELECTRA’s legal counsel.
About
ELECTRA AI
ELECTRA
AI is the leading AI-driven cleantech and B2B software company, accelerating the world’s transition to electrification by unlocking
the full potential of battery technology. ELECTRA AI builds the AI Brain for Batteries™ platform, a unified intelligence layer
that enables battery systems to be monitored, optimized, and controlled across their full lifecycle. By combining Agentic AI, Physical
AI, Physics-informed Battery Modeling with Large Quantitative Models (LQMs), ELECTRA AI transforms batteries from passive hardware into
intelligent, adaptive, and increasingly autonomous assets.
ELECTRA
AI powers battery intelligence across every major battery-powered sector, including Energy Infrastructure (BESS for grid, renewables,
and data centers), autonomous systems (robotics, humanoid, space assets), and e-mobility, helping make electrification safer, more resilient,
and more economically productive. ELECTRA AI was co-founded in 2015 by Fabrizio Martini, inspired by work conducted as a Principal Investigator
on NASA projects.
ELECTRA
AI has entered into a definitive business combination agreement with Iron Horse Acquisition II Corp. (Nasdaq: IRHO). The combined company
is expected to list on Nasdaq in the second half of 2026 under the ticker AIBR. More information is available at
https://www.electrabrain.ai/investors/.
About
Iron Horse Acquisition II Corp.
Iron
Horse Acquisition II Corp. (Nasdaq: IRHO) (www.ironhorseacquisition.com) is a special purpose acquisition company co-founded by CEO and
Chairman Jose Antonio Bengochea and CFO Bill Caragol. Iron Horse completed its initial public offering in December 2025, raising gross
proceeds of approximately $230 million. Iron Horse was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination with one or more businesses, with a particular focus on companies in
the AI, media, and technology sectors.
Forward-Looking
Statements
Certain
statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events
or Iron Horse’s or Electra’s future financial or operating performance. Forward-looking statements in this press release
include, without limitation, statements regarding the anticipated capabilities, benefits, and outcomes of the commercial engagements,
partnerships, and technical collaborations described herein, including statements regarding expected improvements in battery monitoring,
performance, safety, fleet productivity, and financing confidence, as well as statements regarding the proposed business combination
and the anticipated Nasdaq listing. These outcomes are subject to successful integration and deployment, technology performance, market
conditions, and other factors beyond the parties’ control. In some cases, you can identify forward-looking statements by terminology
such as “may,” “should,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives
of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Iron Horse and Electra
and their respective management teams, are inherently uncertain. Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to
the termination of the BCA; (ii) the outcome of any legal proceedings that may be instituted against Iron Horse, Electra, the combined
company, or others following the announcement of the transaction; (iii) the inability to complete the transaction due to the failure
to obtain approval of the stockholders of Iron Horse or to satisfy other conditions to closing; (iv) changes to the proposed structure
of the transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory
approval of the transaction; (v) the ability to meet Nasdaq’s continued listing standards following the consummation of the transaction;
(vi) the risk that the transaction disrupts current plans and operations of Electra as a result of the announcement and consummation
of the transaction; (vii) the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other
things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; (viii) costs related to the transaction; (ix) changes in applicable laws or
regulations; and (x) the possibility that Electra or the combined company may be adversely affected by other economic, business, and/or
competitive factors. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Iron Horse nor Electra
undertakes any duty to update these forward-looking statements, except as required by law.
No
Offer or Solicitation
This
press release does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of
the proposed transaction, and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. No offering of securities will be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional
Information about the Business Combination and Where to Find It
In
connection with the proposed business combination, Iron Horse and Electra have filed a registration statement on Form S-4 (the “Registration
Statement”) with the SEC, which includes a proxy statement/prospectus, and certain other related documents, to be used at the meeting
of stockholders to approve the proposed business combination. INVESTORS AND SECURITY HOLDERS OF IRON HORSE ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ELECTRA, IRON HORSE, AND THE BUSINESS COMBINATION. The
definitive proxy statement will be mailed to shareholders of Iron Horse as of a record date to be established for voting on the proposed
business combination and other proposals. Investors and security holders will also be able to obtain copies of the Registration Statement
and other documents containing important information about each of the companies once such documents are filed with the SEC, without
charge, at the SEC’s website at www.sec.gov, or by directing a request to: Loeb & Loeb LLP.
Participants
in the Solicitation
Iron
Horse, Electra, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from Iron Horse’s stockholders in connection with the proposed business combination. A list of the names of such directors and
executive officers and information regarding their direct and indirect interests in the proposed business combination, by security holdings
or otherwise are set forth in the proxy statement/prospectus included in the Registration Statement filed with SEC, and is available
free of charge at www.sec.gov.
Media
Contacts
ELECTRA
AI
www.electrabrain.ai
Giovanni
Rossi – grossi@electrabrain.ai
IRON
HORSE
www.ironhorseacquisition.com
Bill
Caragol – bill@ironhorseacquisition.com
