Electra AI and Iron Horse (Nasdaq: IRHO) advance $250M SPAC merger plan
Rhea-AI Filing Summary
Iron Horse Acquisition II Corp. entered into an amendment to its merger agreement with Electra Vehicles, Inc. and announced that a registration statement on Form S-4 has been filed for their proposed business combination. The deal values Electra at an implied equity value of approximately $250 million+, including earn-out targets.
The transaction has been unanimously approved by both companies’ boards and is expected to close in the second half of 2026, subject to SEC review of the Form S-4, shareholder approvals, Nasdaq listing approval, and other customary closing conditions. After closing, the combined company is expected to operate as ELECTRA and to trade on Nasdaq under the ticker “AIBR.”
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Insights
SPAC advances Electra AI merger with S-4 filing and amended terms.
Iron Horse Acquisition II Corp. and Electra AI are progressing their de-SPAC transaction with an amended merger agreement and a filed Form S-4 valuing Electra at about $250 million+, including earn-out targets. This step moves the deal into the SEC review and shareholder-vote phase.
The closing remains contingent on SEC effectiveness of the S-4, approvals from Iron Horse and Electra shareholders, Nasdaq listing approval, and other customary conditions. Iron Horse previously raised roughly $230 million in its IPO, providing a potential capital base, though ultimate cash depends on redemptions and any additional financing.
The lock-up structure applies to all Electra shareholders, officers, directors, and the SPAC sponsor, with four quarterly releases of 25% each starting after the first earnings release at least 120 days post-close. This staged liquidity could help align incentives around the combined company’s first 12–16 months as a public entity.
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement financial
Form S-4 regulatory
Registration Statement regulatory
earn-out targets financial
lock-up period financial
Nasdaq listing standards regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
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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.
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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.
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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) |
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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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Exhibit 99.1
ELECTRA AI and Iron Horse Acquisition II Corp.
(Nasdaq: IRHO) Announce Filing of Registration Statement on Form S-4 with
the SEC in Connection with their Proposed Business Combination
~ Filing Represents a Critical Milestone in the Business Combination~
~ Combined Company to Operate as ELECTRA AI and Expected to Trade on Nasdaq under Ticker Symbol “AIBR” ~
BOSTON AND BOCA RATON — May 15, 2026 — ELECTRA AI. (“ELECTRA”), the AI 'Brain for Batteries'™ solutions company, and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced the filing of a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) in connection with their previously announced definitive Business Combination Agreement (the “BCA”).
While the registration statement has not yet been declared effective and is subject to revision, it contains essential information regarding the proposed business transaction.
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.
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. For more information please visit the ELECTRA website at https://www.electrabrain.ai/.
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. For example, statements regarding the anticipated timing of closing, expectations regarding the combined company’s business, and potential benefits of the transaction are forward-looking statements. 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.
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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, THE UPDATED INVESTOR PRESENTATION, 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 will be contained in the Registration Statement when available.
Media Contacts
ELECTRA
www.electrabrain.ai
Giovanni Rossi – grossi@electravehicles.com
IRON HORSE
www.ironhorseacquisition.com
Bill Caragol – bill@ironhorseacquisition.com
Source: IRON HORSE & ELECTRA AI
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Exhibit 99.2
 |
ELECTRA AI 110 K St. Suite 330, Boston, MA 02210 |
w: electrabrain.ai | p: 617.313.7842 e: contact@electrabrain.ai |
To our Shareholders:
I am pleased to share an important update regarding our proposed business combination with Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”).
On May 14, 2026, a Registration Statement on Form S-4 was filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with our proposed business combination (the “Registration Statement”).
The Form S-4 is a comprehensive disclosure document providing investors with detailed information about ELECTRA AI (“ELECTRA”), Iron Horse, and the terms of the proposed transaction. The SEC’s declaration of effectiveness of the Form S-4 is a key regulatory condition that must be satisfied before the transaction can close.
Below is an illustrative chronological sequence of key steps between today and the public listing:
1. SEC review of the Form S-4, including response to any staff comments and filing of amendments as needed.
2. SEC declaration of effectiveness of the Form S-4.
3. Mailing of the definitive proxy statement/prospectus to Iron Horse stockholders.
4. Special meeting of Iron Horse stockholders to vote on the business combination.
5. Satisfaction of remaining closing conditions, including Nasdaq listing approval for the combined company’s common stock.
6. Closing of the business combination.
7. Commencement of trading of the combined company’s common stock on Nasdaq under the ticker symbol “AIBR.”
This filing does not alter the terms of your equity interests or require any immediate action on your part. The transaction is expected to close in the second half of 2026, subject to receiving Electra and Iron Horse shareholder approval and the satisfaction of certain closing conditions. For additional information relating to the business combination, please read the Registration Statement.
Upon completion of the business combination, the combined company will operate as a new publicly listed entity, ELECTRA AI, which intends to apply to list its common stock on the Nasdaq under the ticker symbol “AIBR”, AI-Brain for Batteries.
Reaching this milestone is a testament to the extraordinary dedication, bold vision, and relentless hard work of the entire Electra team — from our Board of Directors and Strategic Advisors who have provided invaluable guidance and strategic insight, to our visionary employees whose innovation and tireless execution have driven our technological breakthroughs every day. We are also deeply grateful to all of our investors, partners, and clients for their unwavering support, confidence, and belief in our mission to deliver the AI Brain for Batteries™. We are immensely proud of the progress we have made together.
| |
ELECTRA AI 110 K St. Suite 330, Boston, MA 02210 |
w: electrabrain.ai | p: 617.313.7842 e: contact@electrabrain.ai |
We are committed to keeping you informed and will issue further communications as milestones are achieved.
Thank you for your continued support, unwavering confidence, and shared long-term vision in ELECTRA as we enter this exciting new chapter together.
Frequently Asked Questions
In response to questions we have received from shareholders, we have set out below answers to some of the most common inquiries regarding the proposed business combination. We will continue to update this section as additional questions arise.
Q. Will ELECTRA be providing regular updates to shareholders on the progress of the merger?
A. Yes. We are committed to keeping shareholders informed and will issue further communications as milestones are achieved.
Q. Does the lock-up period apply to all common shareholders?
A. Yes, the lock-up period applies to all ELECTRA stockholders following completion of the business combination.
Q. What is the structure of the lockup?
A. ELECTRA shareholders, officers, directors, and the IRHO SPAC Sponsor are subject to a staggered lock-up releasing in four equal quarterly installments (25% each), beginning with the first quarterly earnings release at least 120 days post-close, with full release upon the fourth, approximately 12–16 months post-close. Shares acquired in open market transactions during the lock-up period are not subject to these restrictions.
Q. Are the earn-out shares reserved for active employees only, or do they apply to all shareholders?
A. The earn-out shares referenced in the 8-K filing apply to all ELECTRA shareholders, not solely to active employees.
Q. How will my existing ELECTRA shares convert in the business combination?
A. At closing, outstanding ELECTRA shares will be converted into shares of the combined company on the terms set forth in the Business Combination Agreement. Additional detail on the conversion mechanics is provided in the Registration Statement.
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| |
ELECTRA AI 110 K St. Suite 330, Boston, MA 02210 |
w: electrabrain.ai | p: 617.313.7842 e: contact@electrabrain.ai |
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this communication 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. For example, statements regarding the anticipated timing of closing, expectations regarding the combined company’s business, and potential benefits of the transaction are forward-looking statements. 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.
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FAQ
What did Iron Horse Acquisition II Corp. (IRHO) announce in this 8-K?
Iron Horse Acquisition II Corp. announced it entered into an amendment to its merger agreement with Electra Vehicles, Inc. and that a registration statement on Form S-4 has been filed with the SEC for their proposed business combination.
How is Electra AI valued in the proposed merger with IRHO?
The proposed transaction values Electra AI at an implied equity value of approximately $250 million+, including earn-out targets. This valuation is tied to the terms of the Business Combination Agreement unanimously approved by the boards of both Electra and Iron Horse.
When is the Electra AI and IRHO business combination expected to close?
The business combination between Electra AI and Iron Horse Acquisition II Corp. is expected to close in the second half of 2026, subject to SEC review of the Form S-4, shareholder approvals, Nasdaq listing approval, and satisfaction of other customary closing conditions.
What will the combined Electra and IRHO company be called and where will it trade?
Upon completion of the business combination, the combined company is expected to operate as ELECTRA or ELECTRA AI and intends to list its common stock on the Nasdaq under the ticker symbol “AIBR”, subject to meeting listing requirements.
How much capital did Iron Horse Acquisition II Corp. raise in its IPO?
Iron Horse Acquisition II Corp. completed its initial public offering in December 2025, raising gross proceeds of approximately $230 million. Those IPO funds, net of redemptions and expenses, form a potential capital source for the combined company after the business combination.
What are the key steps remaining before Electra AI and IRHO complete their merger?
Key steps include SEC review and effectiveness of the Form S-4, mailing of the definitive proxy statement/prospectus, a special meeting of Iron Horse stockholders to vote, satisfaction of closing conditions including Nasdaq listing approval, and then closing, followed by trading under ticker “AIBR.”