Iron Horse Acquisition II adds new independent director

Iron Horse Acquisition II Corp. reported that it has appointed Thayer Wade as an independent director to its board, effective April 8, 2026.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Iron Horse Acquisition II Corp. reported that it has appointed Thayer Wade as an independent director to its board, effective April 8, 2026. He will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees. The company cites his diverse financial and mergers-and-acquisitions experience as key qualifications.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Director appointment effective date: April 8, 2026 Assets under management milestone: over $100 billion Board committees: 3 committees +1 more

4 metrics

Director appointment effective date April 8, 2026 Effective date of Thayer Wade joining the board

Assets under management milestone over $100 billion RIA channel at Morgan Stanley during Wade’s tenure

Board committees 3 committees Audit, Compensation, Nominating and Corporate Governance

Par value per ordinary share $0.0001 per share Ordinary shares listed on The Nasdaq Stock Market LLC

Key Terms

Emerging growth company, Audit Committee, Nominating and Corporate Governance Committee, mergers and acquisitions, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Audit Committee financial

"Mr. Wade will serve on each of the Audit Committee, Compensation Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nominating and Corporate Governance Committee financial

"Compensation Committee, the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

mergers and acquisitions financial

"Epiphany, a transcontinental firm specializing in US mergers and acquisitions"

Mergers and acquisitions are processes where companies combine or one company purchases another to grow or improve their business. Think of it like two teams joining forces or one team buying out another to become stronger and more competitive. These activities matter to investors because they can influence a company's value, future growth, and overall market position.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did IRHO announce in this Form 8-K?

Iron Horse Acquisition II Corp. announced that Thayer Wade has been appointed as an independent director, effective April 8, 2026. He will join the Audit, Compensation, and Nominating and Corporate Governance Committees, strengthening the board’s financial and governance expertise.

What is Thayer Wade’s professional background relevant to IRHO?

Thayer Wade is co-founder of Epiphany Family LLC, a transcontinental firm focused on U.S. mergers and acquisitions. His prior roles include senior associate at Vestria Capital and Assistant Vice President at Morgan Stanley in strategy and corporate development.

Which board committees will Thayer Wade serve on at IRHO?

Thayer Wade will serve on Iron Horse Acquisition II Corp.’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. These assignments place him at the center of financial oversight, executive pay decisions, and board composition matters.

Why does Iron Horse Acquisition II Corp. consider Thayer Wade well qualified?

Iron Horse Acquisition II Corp. states that Thayer Wade is well qualified due to his diverse financial experience in mergers and acquisitions. His background spans investment banking, corporate development, and strategic roles at firms including Morgan Stanley, Vestria Capital, and Maximus.

What education does new IRHO director Thayer Wade have?

Thayer Wade holds an A.B. cum laude in engineering from Harvard, with a secondary concentration in American government and political philosophy. This combination of technical and policy-focused training complements his professional experience in finance and strategic advisory roles.

What securities of Iron Horse Acquisition II Corp. are listed on Nasdaq?

Iron Horse Acquisition II Corp. lists units, ordinary shares, and rights on Nasdaq. The units trade under IRHOU, ordinary shares under IRHO, and rights under IRHOR, with each right entitling the holder to receive one-tenth of an ordinary share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/10/2026 - 04:15 PM EDT

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): April 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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

Iron Horse Acquisition II Corp. (the “Company”) has announced the appointment of Thayer Wade to join as an independent director to its board of directors, effective April 8, 2026. Mr. Wade will serve on each of the Audit Committee, Compensation Committee, the Nominating and Corporate Governance Committee.

Thayer Wade is the co-founder of Epiphany Family LLC (“Epiphany”), a transcontinental firm specializing in US mergers and acquisitions. Mr. Wade has managed the firm since December 2023. Prior to co-founding Epiphany, Mr. Wade worked as a senior associate at Vestria Capital from March 2022 through January 2024. Previously he was Assistant Vice President at Morgan Stanley (NYSE: MS) in a strategy and corporate development role, where he was part of the team that launched the firm’s RIA channel, growing to over $100 billion in assets under management during his tenure. He previously worked at Maximus, Inc. (NYSE: MMS), a systems integrator serving government clients, with roles spanning business development, strategy, operations, and emerging technologies. He holds an A.B. cum laude in engineering from Harvard with a secondary in American government and political philosophy. We believe that Mr. Wade is well qualified to join our board of directors due to his diverse financial experience in mergers and acquisitions.

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 Bengochrea
		Name:	Jose Bengochrea
		Title:	Chief Executive Officer

Date: April 10, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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