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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): August 18, 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 August 18, 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 that Electra has entered into a strategic partnership with Omega Seiki
Mobility (OSM) to integrate advanced battery health intelligence across its electric vehicle ecosystem.
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. 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 |
| |
|
|
| 99.1 |
Press Release dated August 18, 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: August 18, 2026 |
|
|
Exhibit 99.1
ELECTRA
AI and Iron Horse Acquisition II Announce Strategic Partnership with Omega Seiki Mobility to Enhance Battery Intelligence Across Its
Electric Vehicle Ecosystem
Partnership
to provide real-time battery health monitoring, improve vehicle performance, strengthen financing confidence, and enhance customer experience
across OSM’s growing EV portfolio.
BOSTON,
MA, BOCA RATON, Fla., and NEW DELHI, India, August 18, 2026: ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™
platform, and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced that ELECTRA has entered into a
strategic partnership with Omega Seiki Mobility (OSM), one of India’s leading electric vehicle manufacturers, to integrate advanced battery
health intelligence across OSM’s electric vehicle ecosystem. The collaboration is expected to enable real-time battery monitoring, predictive
analytics, and State of Health (SoH) insights across OSM’s fleet, and is intended to help improve vehicle performance, maximize battery
life, and deliver greater transparency to customers, financiers, retailers, and fleet operators.
As
electric mobility adoption accelerates across India, battery performance and reliability have become critical factors influencing vehicle
uptime, financing decisions, and total cost of ownership. Through this partnership, OSM plans to leverage ELECTRA AI’s advanced battery
intelligence platform to gain deeper visibility into battery health and performance, enabling proactive maintenance, enhanced warranty
management, and data-driven product development.
Dr.
Uday Narang, Founder & Chairman, Omega Seiki Mobility, said: “The next phase of EV growth in India will not be driven
solely by new vehicle sales, but by the creation of a credible and thriving secondary market. Battery health is the single biggest determinant
of an EV’s residual value, and until that can be measured transparently, the used EV market will remain constrained. Through our partnership
with ELECTRA AI, we are bringing unprecedented visibility into battery performance, enabling buyers, financiers, and fleet operators
to make informed decisions with confidence. This will help improve resale values, unlock greater access to financing, and accelerate
the adoption of electric mobility by ensuring that EVs remain valuable assets throughout their lifecycle.”
Mr.
Vivek Dhawan, Chief Strategy Officer at Omega Seiki Mobility, said: “As electric mobility scales, the industry must move
beyond selling vehicles and focus on delivering intelligence that improves asset performance throughout its life. By integrating ELECTRA
AI’s advanced analytics into our ecosystem, we will gain deeper operational insights that help enhance fleet productivity, reduce unplanned
downtime, strengthen warranty management, and support data-driven product development. This collaboration represents an important step
towards building a smarter, more efficient, and technology-led mobility ecosystem that creates tangible value for customers, partners,
and stakeholders alike.”
“Vehicle
makers like OSM are being asked to put more capable, more affordable EVs on the road every year — and to stand behind them with
confidence,” said Fabrizio Martini, Co-Founder and Chief Executive Officer of ELECTRA AI. “Our AI Brain for
Batteries™ platform is designed to give them the real-world intelligence to do exactly that: help design better vehicles, offer
stronger assurance to their customers, and keep fleets running. That’s what battery intelligence is for — turning data into
trust across the whole ecosystem, from the OEM to the financier to the operator.”
The
integration is designed to provide OSM with accurate State of Health (SoH) and Remaining Useful Life (RUL) estimations, allowing the
company to optimize battery utilization, improve customer confidence, and support more efficient financing and asset management decisions.
Following integration, the platform’s predictive capabilities are expected to help identify potential issues before they impact vehicle
operations, reducing downtime and improving fleet productivity.
Once
fully deployed, the partnership is intended to reinforce OSM’s commitment to building a smarter and more reliable electric mobility ecosystem
while delivering innovative solutions that lower operating costs and improve the ownership experience for commercial EV users across
India.
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.
About
Omega Seiki Mobility
Omega
Seiki Mobility, part of the Anglian Omega Group, is a next-generation electric vehicle manufacturer leading India’s shift toward
zero-emission and intelligent mobility. With a portfolio spanning electric cargo carriers, passenger EVs, and autonomous mobility solutions,
OSM is shaping the future of clean, connected transport for India and global markets.
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 partnership between OSM
and ELECTRA AI, including statements regarding expected improvements in battery monitoring, vehicle performance, fleet productivity,
and financing confidence. These outcomes are subject to successful integration, 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 interests in the proposed business combination are contained in the Registration Statement.
Media
Contact
ELECTRA
AI
www.electrabrain.ai
Giovanni
Rossi
grossi@electrabrain.ai
IRON
HORSE
www.ironhorseacquisition.com
Bill
Caragol
bill@ironhorseacquisition.com
OMEGA
SEIKI MOBILITY
www.omegaseikimobility.com
DEVANSHU
TANDON
devanshu@omegaseikimobility.com
ENDS
