Iron Horse II: $250M Electra valuation in merger plan
Under the presentation’s illustrative maximum-redemptions case, Electra holders are shown with 65.8% ownership, while the $50 million PIPE remains uncommitted.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Iron Horse Acquisition II Corp. announced an updated investor presentation for its proposed business combination with Electra Vehicles, Inc. The presentation states a $250 million pre-money equity value for Electra, paid in stock at $10.00 per share. In the illustrative S-4 maximum-redemptions case, assumed redemptions are 81.6% at approximately $10.06 per share; Electra holders are shown with 65.8% ownership of the combined company.
That case lists $27.6 million of cash to the balance sheet, $16.3 million of estimated transaction expenses and $352.9 million of pro forma enterprise value. The presentation says a $50 million PIPE is not committed and is excluded. It identifies a 5.3 TWh pipeline opportunity, but says pipeline conversion figures reflect management's assessment and are not contracted or committed revenue. The financial information is unaudited and does not conform to Regulation S-X; the projections were not audited or reviewed by either company's independent auditors.
Filing Explained
This 8-K supplies an updated presentation, but the combination remains subject to an IRHO shareholder vote: the S-4 is still preliminary, with definitive proxy materials pending a record date, so the proposed stock issuance and ownership split are not completed.
8-K Event Classification
Key Figures
Key Terms
Expected Contribution Margin financial
pro forma enterprise value financial
Non-GAAP Measures financial
pipeline conversion figures financial
maximum redemptions case financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the proposed IRHO and Electra deal terms?
Is Electra's 5.3 TWh pipeline contracted revenue?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(
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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 October 9, 2026, Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”), announced that it has an updated investor presentation in connection with its previously announced business combination (the “Business Combination”) with Electra Vehicles, Inc., a Delaware corporation (“Electra”). Electra is dedicated to enhancing battery performance through AI-powered battery intelligence, providing solutions for battery energy storage systems (BESS), data centers and AI infrastructure, electric vehicles and fleets, robotics, drones and aerospace systems.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation (the “Investor Presentation”) that will be used in connection with the proposed Business Combination.
The information contained in the Investor Presentation is intended to be considered in the context of IRHO’s filings with the Securities and Exchange Commission (“SEC”) and other public announcements that IRHO may make, by press release or otherwise, from time to time. IRHO undertakes no duty or obligation to publicly update or revise the information contained in the Investor Presentation, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The foregoing exhibits are 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 they 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 have filed a registration statement on Form S-4 (Registration No. 333-286047) (the “Registration Statement”) with 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 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 contain or 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, is or will be contained in the Registration Statement and the Proxy Statement/Prospectus, which documents can be obtained free of charge from the sources indicated above.
1
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.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Investor Presentation, dated October 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
3
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: October 9, 2026
4
Exhibit 99.1
electrabrain.ai October 8, 2026
Disclaimer 2 About this Presentation This investor presentation (this "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the "Business Combination") between Electra Vehicles, Inc. (the "Company") and Iron Horse Acquisition II Corp. ("IRHO") and related transactions and for no other purpose. The information contained herein does not purport to be all-inclusive and none of IRHO, the Company or their respective representatives or affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities. No such offering of securities shall 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. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of the Company and is intended for the recipient hereof only. Forward Looking Statements This Presentation contains certain forward-looking statements with respect to the proposed Business Combination. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. For example, statements regarding anticipated growth in the industry in which the Company operates and anticipated growth in demand for the Company's products and services, the satisfaction of closing conditions to the Business Combination and the timing of the completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "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 the Company and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: competition, the ability of the Company to grow and manage growth, maintain relationships with customers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business or competitive factors; the Company's estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives and continue to innovate its existing products and services. Nothing in this Presentation 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. The Company undertakes no duty to update these forward- looking statements.
Disclaimer (cont'd) 3 Financial Information The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Such information and data may not be included in, may be adjusted in or may be presented differently in the registration statement to be filed relating to the Business Combination and the proxy statement/prospectus contained therein. Use of Projections This Presentation contains financial forecasts, projections and other forward-looking financial information with respect to the Company, including expected contribution margins, net cash, pro forma enterprise value and pipeline conversion (collectively, the "Projections"). Neither IRHO's nor the Company's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the Projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them has expressed an opinion or provided any other form of assurance with respect thereto. The Projections were not prepared with a view toward public disclosure or compliance with the published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, or GAAP. The Projections are based on numerous assumptions, estimates and judgments made by management, including with respect to pipeline conversion rates, customer deployment timing, pricing and cost structure, which are inherently uncertain and subject to significant business, economic, competitive and regulatory risks and uncertainties that could cause actual results to differ materially from those contained in the Projections. The pro forma enterprise value presented herein is illustrative only, is based on assumptions regarding the terms of the Business Combination, redemptions by IRHO shareholders and other transaction-related matters, and may differ materially from the actual value of the combined company following the closing. Pipeline conversion figures reflect management's assessment of opportunities at various stages of the sales process and should not be construed as contracted or committed revenue. The inclusion of the Projections in this Presentation should not be regarded as a representation by any person that the results reflected in the Projections will be achieved. Neither IRHO nor the Company undertakes any obligation to update the Projections or to disclose any changes in circumstances occurring after the date of this Presentation. Projections and related assumptions may be presented differently, or omitted, in the Registration Statement. Non-GAAP Financial Measures This Presentation includes certain financial measures that are not calculated in accordance with GAAP, including contribution margin, net cash and pro forma enterprise value (the "Non-GAAP Measures"). The Company believes the Non-GAAP Measures provide useful information to investors regarding the Company's financial condition and results of operations and are used by management for operational and financial decision-making. However, the Non-GAAP Measures are supplemental to, and not a substitute for, financial measures prepared in accordance with GAAP, and may be defined and calculated differently by other companies, limiting their comparability. The Company does not provide reconciliations of forward-looking Non-GAAP Measures to the most directly comparable GAAP measures because certain reconciling items cannot be reasonably predicted without unreasonable efforts; such items could be material to the Company's results computed in accordance with GAAP. You should review the Company's historical audited financial statements, when included in the Registration Statement, and not rely on any single financial measure to evaluate the Company's business. Industry and Market Data In this Presentation, the Company relies on and refer to certain information and statistics obtained from third-party sources which the Company believes to be reliable. The Company has not independently verified the accuracy or completeness of any such third-party information. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
4 Important Information for Investors and Stockholders This Presentation relates to a proposed transaction between IRHO and the Company. This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Business Combination will be submitted to shareholders of IRHO for their consideration. IRHO and the Company have filed a registration statement on Form S-4 (the "Registration Statement") – Registration Number: 333-286047 - 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, the Company 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 the Company 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 the Company, 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. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any 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 such other jurisdiction. Disclaimer (cont'd)
ELECTRA AI's Mission To make every battery safer, last longer, and deliver more usable energy at scale. ELECTRA AI applies AI-driven battery intelligence to predict faults, extend lifespan, and optimize performance across all battery-powered systems. AI-Intelligence for Every Battery System 5 Electric Propulsion EV's, Robots & Drones Energy Infrastructure Grid-Scale Energy Storage (BESS) Data Centers AI Infrastructure & Critical Power Systems Aerospace Systems Satellites & Orbital Infrastructure
Today's Speakers Former principal investigator DOE, DOD, NASA; Former Director of R&D for Novel Energy Storage Systems. Former SPAC CEO; Founder of Bengochea Capital; background in Sony Global Business Development and corporate law. Extensive experience in C-Suite, general management, sales/BD, product, and operations in scaling several startups. 30+ years advising and operating growth-stage companies; public company board member; CPA background. Fabrizio Martini CEO & Co-Founder ELECTRA AI Jose Bengochea CEO & Chairman Iron Horse II Nick Chakalos President & CFO ELECTRA AI William Caragol CFO & Director Iron Horse II 6
ELECTRA AI at a Glance Tech Transfer Startup NVIDIA Inception Program Startup 70%+ Expected Contribution Margin 5.3 TWh Pipeline Issued and Pending 1 GWh Batteries Controlled 20 Patents Technical Partners Additional Key Investors Large and Strategic Investors Large Customers 7
Investment Highlights 8 Origin Story with Substantial IP Moats Proprietary battery intelligence platform rooted in mission-critical, space-derived research, supported by 20 issued & pending patents covering core algorithms and creating durable competitive barriers Scalable, Asset-Light Platform Across All Battery Chemistries Software (cloud + embedded) architecture that is hardware-agnostic, enabling rapid deployment across energy infrastructure, mobility, and advanced battery applications Proven Operational & Financial ROI Across Battery Use Cases Extends battery life to increase revenue generation, reduces capex through optimized battery utilization and sizing, and enables real-time monitoring & control to improve operational and financial ROI Large, Visible Growth Pipeline 5.3 TWh pipeline converting into multi-year, recurring software revenue streams across global battery markets Expanding into Large, High-Growth Battery End Markets Scaling from core BESS & EV deployments into high-margin data centers, robotics, drones, and aerospace & space systems - with 1 GWh of Electra-enabled BESS validated and ready for deployment
TAM / SAM
Expanding Global Battery End Markets (TAM) Electrification Across Mobility, Energy, AI Infrastructure, & Autonomous Systems is Accelerating Battery Demand 10 $128 Bn 2029E | CAGR 16% Robotics & Autonomous Systems $33 Bn 2029E | CAGR 11% Drones & UAVs $1,368 Bn 2029E | CAGR 5% Mobility $914 Bn 2029E | CAGR 19% Data Centers/AI Infrastructure $96 Bn 2029E | CAGR 14% $32 Bn 2029E | CAGR 15% Satellites & Orbital Infrastructure Energy Storage for for Grid and Renewables As battery infrastructure scales globally, battery performance, reliability, and safety become increasingly important Source: Battery Management System Market – Global Forecast to 2029 – MarketsandMarkets
Intelligent Battery Management is Becoming Mission-Critical (SAM) Battery Growth Across Electrification Markets is Expanding Demand for Intelligent BMS 11 $12.5B $27B+ 2023 2029 $0 $10 $20 $30 Global Intelligent Battery Management Market Target Market Mission-Critical $19.1B • 71% Non-Target Market Commodity $7.9B • 29% $19.1B Mission-Critical SAM (served by ELECTRA AI) ELECTRA FOCUS $7.9B Non Target Market Commodity / Lower-Complexity Battery Systems • Low-cost, high-volume BMS categories • Simpler industrial systems and legacy battery monitoring • Consumer electronics and simpler systems with limited operational complexity Target Market Mission Critical - High-Value Target Segments • Mission-critical, high-complexity battery systems • Use cases where uptime, safety & performance drive ROI • Systems where reliability and optimization directly impact economics Target Market Definition $19.1B Source: Battery Management System Market – Global Forecast to 2029 – MarketsandMarkets
AI is Transforming Battery Management from Monitoring to Optimization AI-native Battery Intelligence is Becoming a Core Software Layer Across Electrification Markets AI-native battery intelligence is becoming a core infrastructure layer across electrification markets 12 Economic Impact Legacy BMS AI-Driven Battery Intelligence Reactive monitoring Static charging profiles Missing or late fault alerts Isolated battery systems Fixed hardware controls Predictive diagnostics Predictive maintenance Real-time anomaly detection & prediction Fleet-wide cloud analytics Adaptive charging optimization Extends battery life Reduces capex requirements Improves uptime & safety Increase monetization opportunities Implement new business models Source: Battery Management System Market – Global Forecast to 2029 – MarketsandMarkets
BUSINESS OVERVIEW
Catastrophic Failures Reduced Asset Lifespan Asset Value Erosion 30% Cost Increase from Failures From unplanned failures & reactive maintenance across battery systems 3-5 Years of Lost Asset Life Due to inefficient usage, unmanaged degradation & lack of adaptive control 15% ROI Lost Due to limited visibility, static management systems, & hidden degradation Recent Global Battery Infrastructure Failures World's Largest Battery Plant Fire Moss Landing, California (USA) Explosive battery blaze in South Korea 'paralyzes' vital government services Daejeon (South Korea) McMicken BESS Explosion and Fire (Thermal Runaway Incident) Arizona (USA) Large-Scale BESS Fire at Thurrock Project (300MW Site) Essex, United Kingdom The Problem: Systemic Challenges Across Battery Infrastructure 14 These challenges compound across energy, data centers, mobility, and mission-critical battery systems
Our Solution: AI-Driven Battery Intelligence Platform Improves Safety, Extends Lifespan, and Maximizes Battery Value Across All Deployments Impact Reduce Downtime and Predict Failures Extend Battery Life Enhance Safety and Reliability Simplify Compliance (Battery Passport) Maximize Revenue & Battery ROI ELECTRA AI combines AI, machine learning and physics-based modeling to continuously monitor, predict, and optimize battery performance in real time Key benefits Adaptive Learning & Intelligent Modeling: Continuously improves using real-world data to predict battery aging, degradation, performance and failure risk Chemistry-Agnostic Platform: Works across LFP, NMC, solid-state, and emerging battery chemistries at scale Cloud + Embedded Intelligence: Runs both in the cloud and directly on the battery for real-time, adaptive optimization 15
ELECTRA AI's Products: EVE-Ai Software & Embedded Solutions AI-driven Battery Intelligence Across Scalable and Mission-critical Systems 1.5 Billion+ Battery Data Points Processed 4 Million+ Lines of Code 10,000+ Model Parameters Tracked 20 Patents Issued & Pending Software and Cloud Solution Embedded Solution Battery Fleet Analytics • Monitor & optimize battery assets using AI-driven analytics & automation across large-scale & mission-critical deployments • Predict degradation, failures, and performance risk to enable proactive maintenance • Provide insight into increasing battery life to drive more revenue for energy infrastructure use cases 360 Adaptive Controls • Software embedded into battery management system (BMS) for real-time, self-optimizing battery performance • Edge intelligence enables real-time decision making by interpreting signals from sensors, microcontrollers, & actuators in high- reliability, resource-constrained environments Business Model • Subscription or per KWh pricing • Expected 75%+ contribution margins • SaaS-based recurring model • Per-unit pricing • Expected 70%+ contribution margins • Subscription (SaaS) Business Model
How ELECTRA AI Unleashes Battery Performance & Economics AI-driven Intelligence Powering Smarter, Safer, and More Efficient Battery Systems at Scale Advanced State of Health (SoH), State of Charge (SoC) & Remaining Useful Life (RUL) modeling to predict degradation and extend battery lifespan Real-time performance monitoring and intelligent alerts beyond standard BMS for deeper operational asset visibility AI-driven optimization to maximize revenue, improve efficiency, & reduce degradation cost per cycle Early fault, failure and explosion probability detection to minimize downtime, operational costs & safety risks, using advanced models, passive & active controls Data-driven insights for predictive maintenance, smarter capex planning & accessing actionable insights to optimize battery performance Advanced Modelling, Predictive Degradation Performance Benchmarking Maximize Revenue, Minimize Costs Proactive Safety, Minimize Risks Informed Decisions, Smarter Planning 17
18 ELECTRA AI in Action: Battery Intelligence Across High-Value Applications One Platform Powering Performance, Safety, and ROI Across High-value Battery Systems Data Centers (AI Infrastructure) BESS (Grid-Scale Energy Storage) High-density GPU racks create volatile power profiles Detects early stress signatures before they escalate into outages Maintains continuity for mission-critical compute & AI training environments Resilient uptime for critical infrastructure Revenue depends on precise cycling across fluctuating grid conditions Optimizes charge/discharge to capture arbitrage & grid services value Extends asset life while maximizing lifetime energy throughput Monetization optimization + extended asset value Autonomous Systems (Robotics, Drones & Aerospace) EV Fleets & Mobility Autonomous systems depend on accurate, real-time energy awareness Unifies robotics, drones, and aerospace systems into a single operational intelligence layer Enhances mission planning, endurance, & reliability in complex & mission-critical environments Increased mission duration + operational confidence Performance varies based on driving behavior & environmental conditions Translates real-world usage into precise range forecasting & battery insights Improves vehicle availability & reduces unplanned service events Lower operating costs + improved fleet utilization One platform Consistent outcomes Multiple verticals
Case Studies Real-World Results Across Mobility, Energy, and Infrastructure EV-Fleet Managers Optimization & Cost Reduction BESS Operators Optimization & Revenue Uplift Automotive OEMs Precision & Performance Validation Embedded EVE-Ai into Tesla Cybertruck to validate real-world performance, efficiency & battery utilization Deployed EVE-Ai to improve uptime, extend asset life, & increase lifetime revenue Integrated EVE-Ai into production-grade BMS to validate real-world accuracy & system performance +30% Battery Life +20% Range Extension $1,000 saved per year on 15k miles +3 Year Asset Life +15% Annual ROI 40% Increased Uptime State of Charge and State of Health < 1% error Vs industry standard: 5% with peaks of 25% < 5% error Vs industry standard of 9%-15% State of Power Up to 3 Months in Advance Vs industry standard of: No prediction Prediction Faults 19
Selected Customer Engagements Engaged with Leading OEMs, Energy Operators, and Fleet Providers Across Pilot and Commercial Programs Strategic Customer Engagements Underway Mobility • Energy • Infrastructure • Autonomous & Mission-Critical Systems 20
Features and IP Moat Patented EVE-Ai Platform Spanning Cloud Analytics and Embedded Controls 21 20 Patents Issued & Pending | Global Filings Full-stack IP across cloud and embedded layers - driving data scale, deep integration, and long-term defensibility EVE-Ai Cloud - Fleet Analytics EVE-Ai Embedded - Adaptive Controls Chemistry-Agnostic Platform SoH, SoC, SoP estimation and degradation tracking Fault Detection & Risk Analytics Early Anomaly detection and predictive maintenance System Level Optimization Fleet-wide insights and performance optimization across assets Multi-System Energy Control Optimization across complex, multi-battery architectures Smart Charging & Performance Optimization Maximizes lifetime, efficiency, and revenue generation Adaptive BMS Software Real-time control and updates based on system behavior Creates a Scalable Data Moat & SaaS Platform Enables Deep Integration & High Switching Costs
Owning the Battery Intelligence Stack One of the Few Platforms Delivering Full-stack Battery Intelligence Battery Analytics Landscape n ≈ 17-20 System Visibility & Monitoring n ≈ 16 Optimization n ≈ 10 Unified AI + Control Platform n = 2 Data visibility + Dashboards Optimization & Controls Hybrid AI (Physics + ML) Across Multiple Verticals 22
Why ELECTRA AI? The Intelligent Layer for Batteries - Driving Performance, Lifespan, and Value Across Industries Business Impact Technology Advantage What we deliver How we win 23 Unlock peak battery performance in real-world conditions Hardware-agnostic across battery platforms Extend battery life beyond standard limits Adaptive across chemistries and use cases Maximize lifetime value of every battery asset Combines physics-based modeling with AI Continuously improves through real-world deployment data Scale across mobility, energy, infrastructure, and mission-critical systems
FINANCIAL OVERVIEW
Use of Proceeds Core Platform Built — Capital Accelerates Expansion Across Large, High-growth Verticals Private Capital SPAC Proceeds 25 Expand Within Existing Verticals • BESS (grid-scale energy storage) • Data centers (AI infrastructure) • EV fleets & mobility Penetrate New Verticals • Robotics & drones (autonomous systems) • Aerospace & mission-critical battery systems Strengthen Platform Leadership & Defensibility • Accelerate Product Innovation & deployment scale • Expand proprietary data moat across battery systems • Execute targeted, high-impact M&A
Transaction Overview Sources & Uses and Pro Forma Ownership 26 ELECTRA AI Valued at $250M Pre-Money Equity Value • $250.3M pre-money equity value, paid in stock at $10.00 per share(4) • S-4 maximum redemptions case (81.6% at ~$10.06); Electra holders own 65.8% (6) • $50.0M PIPE not committed or reflected; would add $50.0M cash, 5.0M shares (2) • Up to 15.0M Earnout Shares; Electra to designate five of seven directors Estimated Sources and Uses Sources ($M) Uses ($M) Trust, net of redemptions(1) $42.6 Cash to balance sheet(9) $27.6 Convertible Notes(3) 1.3 Est. transaction expenses(5) 16.3 Electra equity rollover(4) 250.3 Equity consideration 250.3 Total sources $294.2 Total uses $294.2 Illustrative Pro Forma Valuation Deal value per share $10.00 Pro forma shares outstanding (M) 38.05 Pro forma equity value ($M) $380.5 Less: net cash ($M)(9) (27.6) Pro forma enterprise value ($M)(12) $352.9 Illustrative Shares Outstanding at Close ELECTRA AI pre-money equity value ($M)(4) $250.3 Deal value per share $10.00 Shares issued to ELECTRA AI at close (M)(4) 25.03 IRHO Sponsor shares (M)(8) 5.36 Advisory shares (M)(11) 1.13 IRHO public shares, incl. rights shares (M) (7) 6.53 Total pro forma shares at close (M) 38.05 Illustrative Ownership at Close Shareholder Shares (M) Equity Value(10) % Own. ■ELECTRA AI 25.03 $250.3 65.8% ■IRHO Sponsor(8) 5.36 53.6 14.1% ■Advisory shares(11) 1.13 11.3 3.0% ■Public shareholders 6.53 65.3 17.2% Total 38.05 $380.5 100.0% 38.0M PF shares Electra shareholders own 65.8% Source: IRHO Form S-4 filed 05/14/2026; IRHO 10-Q for the quarter ended 05/31/2026. Note: Assumes 18,771,873 Public Shares redeemed (81.6%) at ~$10.06 per share and $10.00 per share; excludes up to 15.0M Earnout Shares, Converted Stock Options, Working Capital Notes, Convertible Notes (converting at $6.00; ~0.22M shares, excl. accrued interest) and warrants issued to Convertible Note investors ($11.50 warrants: 466,650 / $12.50 warrants: 233,325 as of: 10/08/2026). Amounts subject to confirmation). (1) $231.5M in trust as of 02/28/2026 per the S-4, less $188.9M of redemptions; the 10-Q reports $233.5M as of 05/31/2026. (2) No PIPE committed; not reflected. (3) $1,318,208 per the Company as of 10/02/2026; conversion shares excluded from share counts. (4) $250.0M headline; S-4 share count implies $250.03M. S-4: 25,033,914 shares to Electra holders at $10.00; $250.03M Base Purchase Price plus the Aggregate Exercise Price. (5) S-4: $24.8M less $8.5M at maximum redemptions. (6) Electra holders must own at least 50.1% of fully diluted shares. (7) Includes 2,300,000 IPO rights shares. (8) Net of 800,000 forfeited At-Risk Shares. (9) Trust plus notes less expenses. (10) $M, at $10.00 per share. (11) 220,000 Cantor and 909,164 vendor and advisor shares. (12) Combined company at $10.00 per share less net cash; differs from the ~$240M Electra enterprise value cited for t he 80% test and Park Avenue's $270–$380M range, which value Electra standalone.
Illustrative Customer Unit Economics Blended Software (Cloud + Embedded) Model Drives Revenue Expansion Per Customer Current Contract (Baseline) per average customer deployment Contract Structure (Cloud vs Embedded) per average customer deployment Scaled Contract (Target State) per average customer deployment Higher scale + embedded mix = expanding revenue and margin per customer Embedded drives ~11.6x higher contract value vs cloud-only Longer duration + deeper integration = higher LTV BESS 1 MWh E-mobility 1K assets Cloud $3.0K/yr · 3 yrs Embedded $13K/yr · 8 yrs BESS 100 MWh E-mobility 50K assets Gross margin 70-75% Sales cycle 3–18 months Cloud 3 yrs Embedded 8 yrs Embedded integration increases switching costs and lifetime value over time Markets BESS E-mobility Robotics Data Centers Revenue Mix Potential 40% Grid & Renewables 40% Data Centers 20% EV 27
Pipeline Overview 28 Applying Blended Software (Cloud + Embedded) Economics Across a 5.3 TWh Pipeline Stage 3: Contracted & Deploying Stage 1: Early Pipeline (Discovery / Evaluation) 5 TWh High-volume opportunity pipeline Stage 2: Active Engagement (Commercial Structuring) 270 GWh In active conversion 12.5 GWh Revenue realization underway Pipeline progressing toward multi-year, embedded-integrated contracted deployments 5.3 TWh Total Pipeline Opportunity Each GWh deployed converts into multi-year recurring revenue streams US CL IT AE IN UZ TW JP KR Global Pipeline Across High-growth Battery Markets 9 Countries 5 Regions ACTIVE MARKETS
29 ELECTRA AI's Financial Strengths Cloud + Embedded contracts drive predictable, multi- year recurring software revenue Blended deployments increase contract value ~11.6x vs cloud-only Expected ~70– 75%+ contribution margins driven by software (cloud + embedded) mix No manufacturing capex – asset light, scales across existing battery infrastructure 5.3 TWh pipeline converting into multi-year contracted deployments High-margin, Multi-year Recurring Model with Expanding Revenue Per Deployment Recurring, Multi-Year Revenue Expanding Revenue per Customer High-Margin Model Capital-Light Scaling Visible Growth Pipeline
M&A STRATEGY
Accelerating Platform Leadership Through Selective M&A 31 Core Platform Deployed Today – Selective M&A Accelerates Scale, Integration, and Defensibility Expand Control Across the Stack (Where Strategic) Enhance integration across testing, intelligence, and embedded control layers Strengthen Long-Term Defensibility Increase switching costs through deeper system integration and embedded control Increase Revenue Per Deployment Drive higher-value, bundled software (cloud + embedded) solutions across the platform Scale Data & Model Advantage Expand proprietary datasets to continuously improve model performance & predictive accuracy Accelerate Distribution & Market Access Leverage OEM, fleet, robotics, BESS, and emerging aerospace ecosystems to scale adoption faster
Expanding Full-Stack Control: Capability Expansion Framework 32 Targeted M&A Enhances an Already Integrated Battery Intelligence Platform to Accelerate Scale Deepens platform integration, strengthens long-term defensibility, expands high-margin software & embedded revenue streams Data Creation Testing, validation, & proprietary real- world battery datasets Model Intelligence AI models, digital twins, & predictive analytics Physical Control Embedded systems, BMS, & hardware-level integration Data Distribution / Deployment Telematics, fleet connectivity, & scalable integration layers Optimization & Monetization Energy optimization, EMS, & revenue intelligence platforms Illustrative Target Areas • Energy optimization & EMS platforms • Battery modeling, testing & validation platforms • BMS infrastructure • Fleet / telematics infrastructure
Disciplined Capital Deployment Roadmap (5-Year Horizon) 33 Phased M&A Aligned with Platform Scaling, Data Expansion, and Monetization M&A Pipeline Built in Advance to Enable Rapid, Disciplined Execution Phase 1 Phase 2 Scale Data, Distribution Expand Monetization Platform Adoption Revenue Intelligence Execution Discipline • Prioritize high-impact, integration-ready targets • Focus on increasing revenue per deployment & platform stickiness • Maintain flexibility across full acquisitions, majority stakes, & strategic minority investments Active M&A Pipeline & Execution • 15+ potential acquisition target opportunities identified across the battery intelligence stack • Preliminary assessments covering strategic fit and valuation considerations • Focus on capabilities that expand data moat & monetization
electrabrain.ai
APPENDIX
Our Investors 36
EVE-Ai: Predicting Thermal Runaway Before It Happens Understanding and Predicting Thermal Runaway Mechanical Abuse • Cause: Physical damage (compression & penetration) • What Happens: Internal deformation • Detection: Pressure monitoring Electrical Abuse • Cause: Overcharge or internal short circuit • What Happens: Rapid internal heating and instability • Detection: Electrochemical Impedance Spectroscopy (EIS), voltage and gas monitoring Thermal Abuse • Cause: Excess heat beyond safe limits • What Happens: Rapid internal heating & instability • Detection: Temperature monitoring Thermal Runaway Prediction Advantage EIS+EVE-Ai predicts thermal runaway faster than traditional methods 37
Types of Battery Faults Detected Identify and Predict Faults Before they Become Safety-critical Events Fault Type Root Cause Detection Electrical Faults Overcurrent, short circuits, resistance changes Voltage drops and abnormal current behavior Thermal Faults Overheating from rapid cycling or poor cooling Rising temperatures and prolonged heat exposure Overcharge / Overdischarge Operating outside safe voltage ranges Voltage spikes or drops under load Accelerated Degradation Abnormal aging and lithium plating Deviation from expected aging patterns Data / Sensor Issues Missing or noisy signals under stress Inconsistent or unreliable data patterns 38
Go-To-Market Strategy Two Complementary Growth Engines Battery Fleet Analytics (BFA) Scalable & Repeatable Growth Engine Scale, Speed, Adoption Fast Market Entry Driven by Data & Usage Expansion Adaptive Controls Embedded, High Margin Growth Engine Depth, Lock-in, Defensibility Deep Integration Drives Long Term Value ARR (SaaS Licensing) Reference Customers Data Collection Pipeline Engine PoC + ARR Fees High switching Long-term scalable revenues Next-gen battery standard Energy Infrastructure (BESS) Fleets & Mobility Asset Operators Automotive OEMs (Tier 1) Advanced Mobility & Robotics Embedded BMS Free Trial Subscription Asset Expansion PoC Joint Development Long-term Licensing 39
Current Board of Technical Advisors David Mebane Assoc. Professor of Mechanical & Aerospace Engineering West Virginia University Matthias Preindl Assoc. Professor of Electrical Engineering Columbia University Simona Onori Assoc. Professor of Energy Science Engineering Stanford University David Burg Sr Lecturer at Hemdat Academic College / Researcher, The Rockefeller University Baosen Zhang Assoc. Professor Electrical & Computer Eng., University of Washington Physics-Based Continuum- Level Thermodynamic And Kinetic Models Model Predictive Control, Sensorless Control, Optimization, High- Frequency Power Electronics Energy Management Control And Optimization, Battery Aging Modeling; SoH; Life Prediction; Damage Degradation Math & Statistical Model Development; Big Data, Complexity Theory, Multivariate Data And Statistical Analyses Power and Energy Systems, Data Science, Robotics and Controls 41
electrabrain.ai