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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): July 28, 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 July 28, 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 Electra AI’s contribution to the Volta Foundation’s Applied AI & Data Center Infrastructure
(AIDC) Committee insights paper titled “Where Batteries Can Win in Data Center Applications.”
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 July 28, 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: July 28, 2026 |
|
|
Exhibit 99.1
ELECTRA AI Named a
Contributor to Volta Foundation’s AI and Data Center Battery Paper
With a contribution
from ELECTRA AI’s Giovanni Rossi, the paper marks the moment the industry’s value shifts from the cell to the intelligence
around it — the layer ELECTRA’s AI Brain for Batteries™ platform is built for.
BOSTON, MA, BOCA RATON,
Fla., and SAN FRANCISCO, July 28, 2026 -- ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™ company, and Iron Horse
Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced ELECTRA’s contribution to a new insights paper from the Volta
Foundation’s Applied AI & Data Center Infrastructure (AIDC) Committee: “Where Batteries Can Win in Data Center Applications”.
Giovanni Rossi, ELECTRA AI’s Head of Marketing & Communications, served as a contributor.
The paper’s core argument
is that the AI buildout is no longer limited by compute but by power — specifically, by how fast that power can be delivered. With
grid connections now taking more than four years in most U.S. markets, the committee identifies battery storage (BESS) as the fastest
asset available to close the gap: roughly 12 to 18 months to deploy, versus multi-year waits for gas turbines and transformers.
The paper maps where
batteries win, compete, and fall short — which is what makes its central conclusion land. As the cell becomes a commodity, difficulty
climbs to the system level — integration, controls, and dispatch governance. ELECTRA AI sees it plainly: value now lives in how
batteries are monitored, optimized, and controlled. That is what the AI Brain for Batteries™ platform delivers — turning real-time
data into decisions that monitor cell health, optimize dispatch, and control how every asset performs, so operators pull maximum ROI from
a multi-million-dollar system while keeping it safe. Deciding in the moment whether a battery should hold as backup, shave a peak, or
sell into the grid is a problem the industry hasn’t standardized — and precisely the one ELECTRA was built to solve.
“For a decade, the
data center was gated by chips. Now it is gated by power — and by how intelligently that power is managed once it arrives,”
said Giovanni Rossi, Head of Marketing & Communications at ELECTRA AI. “The hard problems are no longer in the cell; they are
at the system level, in how batteries are monitored, optimized, and controlled. That is precisely the layer the AI Brain for Batteries™
platform was built to solve. The era of dumb batteries is over — and this paper is a clear-eyed account of why intelligence, not
chemistry alone, decides the next generation of data-center power.”
The committee also names
three genuinely open questions: whether storage stays a transitional bridge or becomes permanent operational equipment; whether hyperscalers
vertically integrate their energy systems; and how long a data center actually needs. Across all three, the paper notes that storage is
one of the few assets that speaks to both sides of the table — shortening time-to-power for the operator while damping volatility
for the grid.
ELECTRA AI’s participation
reflects a broader thesis the company has advanced across the energy and capital markets: that battery value is increasingly determined
by software and system-level intelligence, and that the operators who win the AI power era will be those who can shape, not merely store,
energy.
The full paper is available
from the Volta Foundation at: https://volta.foundation/committees/committees-ai-datacenters/committee-insights-paper-july-2026/.
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 Volta Foundation
The Volta Foundation
is a non-profit dedicated to advancing the battery industry, convening leaders across research, industry, and policy. Its Applied AI &
Data Center Infrastructure (AIDC) Committee brings together practitioners to publish independent, practitioner-grounded analysis on the
intersection of AI infrastructure and energy storage.
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.
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 Contacts
ELECTRA AI
www.electrabrain.ai
Giovanni Rossi
– grossi@electrabrain.ai
IRON HORSE
www.ironhorseacquisition.com
Bill Caragol –
bill@ironhorseacquisition.com
