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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): August 25, 2026
IRON HORSE ACQUISITION
II CORP.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-43021 |
|
98-1885362 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
851 Broken Sound Parkway
NW, Suite 230
Boca Raton, FL 33487
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
(310) 290-5383
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one ordinary share, $0.0001 par value, and one-right |
|
IRHOU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
IRHO |
|
The Nasdaq Stock Market LLC |
| Right-each right entitles the holder thereof to receive one-tenth (1/10) of an ordinary share |
|
IRHOR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure
On August 25, 2026, Iron
Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”) and Electra Vehicles, Inc., a Delaware corporation
(“Electra”) issued a press release announcing that Electra has entered into a technical collaboration with MinTech
Co., Ltd. (“MinTech”), a Korea-based, KOSDAQ-listed specialist in battery diagnostic equipment and testing technology,
to advance AI-powered analysis and risk prediction for battery energy storage systems (“BESS”).
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 in the press release include, without limitation,
statements regarding the anticipated capabilities, benefits, and outcomes of the partnership between MinTech and ELECTRA AI, including
statements regarding expected improvements in AI-powered battery diagnostics, BESS risk prediction and real-time state diagnosis. These
outcomes are subject to successful integration, technology performance, market conditions, and other factors beyond the parties’ control.
Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “project,” “forecast,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking.
These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial,
performance and operational metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of
the proposed Business Combination and the projected future financial performance of Electra following the proposed Business Combination;
(3) changes in the market for Electra’s services and technology, expansion plans and opportunities; (4) Electra’s unit economics;
(5) the sources and uses of cash in connection with the proposed Business Combination; (6) the anticipated capitalization and enterprise
value of IRHO following the consummation of the proposed Business Combination; (7) the projected technological developments of Electra;
(8) current and future potential commercial and customer relationships; (9) the ability to operate efficiently at scale; (10) anticipated
investments in capital resources and research and development, and the effect of these investments; (11) the amount of redemption requests
made by IRHO’ public shareholders; (12) the ability of Electra to issue equity or equity-linked securities in the future; (13) the
failure to achieve the minimum cash at closing requirements; (14) the inability to obtain or maintain the listing of the combined company’s
common stock on Nasdaq following the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels
or the failure to meet Nasdaq’s initial listing standards in connection with the consummation of the Proposed Business Combination; and
(15) expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions,
whether or not identified in this release, and on the current expectations of IRHO’s and Electra’s management and are not
predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of IRHO and Electra. These forward-looking statements are subject to a number of risks and uncertainties, as set
forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the
IRHO Annual Report on Form 10-K for the year ended November 30, 2025, which
was filed with the SEC on February 13, 2026, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus
when available, and in those other documents that IRHO has filed, or will file, with the SEC. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
The risks and uncertainties above are not exhaustive, and there may be additional risks that neither IRHO nor Electra presently know or
that IRHO and Electra currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward looking statements reflect IRHO’s and Electra’s expectations, plans or forecasts of future
events and views as of the date of this Current Report on Form 8-K. IRHO and Electra anticipate that subsequent events and developments
will cause IRHO and Electra’s assessments to change. However, while IRHO and Electra may elect to update these forward-looking statements
at some point in the future, IRHO and Electra specifically disclaim any obligation to do so. These forward-looking statements should not
be relied upon as representing IRHO’s and Electra’s assessments as of any date subsequent to the date of this release. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any
jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor
shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation
or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation
regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated August 25, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
IRON HORSE ACQUISITION II CORP. |
| |
|
| |
By: |
/s/ Jose Bengochea |
| |
|
Name: |
Jose Bengochea |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Date: August 25, 2026 |
|
|
Exhibit 99.1
ELECTRA AI and Iron
Horse Acquisition II Announce Technical Collaboration with MinTech on AI-Powered Battery Energy Storage System (BESS) Risk Prediction
Partnership pairs
MinTech’s battery diagnostic and inspection technology with ELECTRA’s AI intelligence layer to move BESS operators from reacting to failure
toward predicting it.
BOSTON, MA, BOCA RATON, Fla., and SEOUL, South Korea – August
25, 2026 – ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™ platform, and Iron Horse Acquisition II Corp. (Nasdaq:
IRHO) (“Iron Horse”) today announced that ELECTRA has entered into a technical collaboration with MinTech, a Korea-based specialist
in battery diagnostic equipment and testing technology, to advance AI-powered analysis and risk prediction for battery energy storage
systems (BESS).
Grid-scale storage is only as trustworthy as the ability to see inside
it. A single undetected fault in a BESS can cascade into downtime, lost revenue, or safety risk — and today most operators only
learn of a problem once it has already surfaced. This collaboration is built to change that: to turn raw operational data into foresight.
Under the project, MinTech is feeding operational data from its battery
diagnostic and inspection equipment into ELECTRA’s Battery Fleet Analytics solution, delivered on a SaaS basis through the AI Brain for
Batteries™ platform. There, ELECTRA’s AI models transform that data into real-time state diagnosis, deep analytics, and —
most critically — risk prediction, flagging emerging issues before they become failures.
The result pairs two complementary strengths: MinTech’s expertise in
the battery diagnostics and inspection layer with ELECTRA’s intelligence layer. Together, they give BESS operators earlier, clearer visibility
into battery health, moving the industry from reacting to failure toward preventing it.
“MinTech brings deep expertise at the diagnostics layer, and ELECTRA
brings the intelligence layer that turns operational data into predictive insight,” said Fabrizio Martini, CEO and Co-Founder of
ELECTRA AI.
Both companies expect to continue exploring future cooperation across
battery diagnostics, AI-based battery analytics, and battery risk prediction.
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 MinTech
Founded in 2015 and listed on Korea’s KOSDAQ in May 2024, MinTech is
a leading Korean battery diagnostic technology company. Its core strength lies in high-end battery diagnostic technology based on electrochemical
impedance spectroscopy (EIS), combined with the proprietary diagnostic algorithms. Its solutions extend across the entire battery lifecycle
— manufacturing, in-use, second-life, and recycling — including in-service EV rapid diagnostics, second-life battery ESS,
safe discharge systems, and EIS on BMS. Guided by its vision to “diagnose battery conditions in real time to build a safe energy
future,” MinTech leads the global battery diagnostics market.
More information is available at https://www.g-MinTech.co.kr.
Forward-Looking
Statements
Certain statements in
this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions
of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Iron Horse’s
or Electra’s future financial or operating performance. Forward-looking statements in this press release include, without limitation,
statements regarding the anticipated capabilities, benefits, and outcomes of the partnership between MinTech and ELECTRA AI, including
statements regarding expected improvements in AI-powered battery diagnostics, BESS risk prediction and real-time state diagnosis. These
outcomes are subject to successful integration, technology performance, market conditions, and other factors beyond the parties’ control.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by Iron Horse and Electra and their respective management teams, are inherently uncertain. Factors that
may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event,
change, or other circumstances that could give rise to the termination of the BCA; (ii) the outcome of any legal proceedings that may
be instituted against Iron Horse, Electra, the combined company, or others following the announcement of the transaction; (iii) the inability
to complete the transaction due to the failure to obtain approval of the stockholders of Iron Horse or to satisfy other conditions to
closing; (iv) changes to the proposed structure of the transaction that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the transaction; (v) the ability to meet Nasdaq’s continued
listing standards following the consummation of the transaction; (vi) the risk that the transaction disrupts current plans and operations
of Electra as a result of the announcement and consummation of the transaction; (vii) the ability to recognize the anticipated benefits
of the transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (viii) costs related
to the transaction; (ix) changes in applicable laws or regulations; and (x) the possibility that Electra or the combined company may be
adversely affected by other economic, business, and/or competitive factors. Nothing in this press release should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are
made. Neither Iron Horse nor Electra undertakes any duty to update these forward-looking statements, except as required by law.
No Offer or Solicitation
This press release does
not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction,
and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offering of securities will be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information
about the Business Combination and Where to Find It
In connection with the
proposed business combination, Iron Horse and Electra have filed a registration statement on Form S-4 (the “Registration Statement”)
with the SEC, which includes a proxy statement/prospectus, and certain other related documents, to be used at the meeting of stockholders
to approve the proposed business combination. INVESTORS AND SECURITY HOLDERS OF IRON HORSE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS,
ANY AMENDMENTS THERETO, AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ELECTRA, IRON HORSE, AND THE BUSINESS COMBINATION. The definitive proxy
statement will be mailed to shareholders of Iron Horse as of a record date to be established for voting on the proposed business combination
and other proposals. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents
containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s
website at www.sec.gov, or by directing a request to: Loeb & Loeb LLP.
Participants in
the Solicitation
Iron Horse, Electra,
and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Iron Horse’s
stockholders in connection with the proposed business combination. A list of the names of such directors and executive officers and information
regarding their interests in the proposed business combination are contained in the Registration Statement.
Media Contacts
ELECTRA AI
www.electrabrain.ai
Giovanni Rossi
– grossi@electrabrain.ai
IRON HORSE
www.ironhorseacquisition.com
Bill Caragol
– bill@ironhorseacquisition.com
MINTECH
https://www.g-mintech.co.kr/kor/main/
Youngjin Hong
– youngjin.hong@g-mintech.co.kr
