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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): October 13, 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 October 13, 2026,
Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”), and Electra Vehicles, Inc., a Delaware
corporation doing business as ELECTRA AI (“Electra”), issued a press release announcing that Westbrook Racing by Visit
Angola, a team competing in the UIM E1 World Championship, has selected Electra as its Official Battery Intelligence Partner, deploying
Electra’s AI Brain for Batteries™ platform and its Race Boost Optimizer module under a three-year agreement beginning with
the 2026 season.
IRHO and Electra are
parties to that certain Business Combination Agreement, dated as of April 21, 2026 (the “Business Combination Agreement”),
pursuant to which IRHO and Electra intend to consummate a business combination (the “Business Combination”).
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 have jointly filed a registration statement on Form S-4 (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement/prospectus
(a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to IRHO’s shareholders
as of a record date to be established for voting on the Business Combination and other proposals. IRHO may also file other relevant documents
regarding the Business Combination with the SEC. IRHO’s shareholders and other interested persons are advised to read 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 Proxy Statement/Prospectus or, once available, the definitive Proxy Statement/Prospectus, 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 contained in the Registration
Statement and the Proxy Statement/Prospectus, 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. 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,
statements regarding the proposed business combination between IRHO and Electra (the “Business Combination”), the expected
timing of the closing of the Business Combination, the post-closing trading of securities under the ticker symbol “AIBR” on
The Nasdaq Stock Market, and Electra’s growth strategies, market opportunities, and anticipated future performance. 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 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 contained in the Registration Statement and the Proxy Statement/Prospectus,
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 October 13, 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: October 13, 2026 |
|
|
|
Exhibit
99.1
ELECTRA
AI and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) Selected by Westbrook Racing by Visit Angola to Bring AI Battery Intelligence to
E1 Electric Powerboat Racing
As
Official Battery Intelligence Partner, ELECTRA AI brings the AI Brain for Batteries™ platform and its Race Boost Optimizer module
to the crew: deeper insight into battery health over time and data-driven race strategy, with no changes to the existing pack.
BOSTON,
MA, BOCA RATON, Fla., Los Angeles, Calif. - October 13, 2026 - ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™ platform,
and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced that Westbrook Racing by Visit Angola, a
leading team in the UIM E1 World Championship, has selected ELECTRA AI as its Official Battery Intelligence Partner, deploying
the AI Brain for Batteries™ platform and its Race Boost Optimizer module under a three-year agreement beginning with the 2026 season.
Using the Team’s post-race telemetry data, the same data available to all teams, the software gives the crew greater insight into battery
health and performance over time and helps optimize race strategy for each course.
Electric
powerboat racing is decided at the edge of what the battery can deliver. Energy is finite. Boost windows are short. The difference between
a podium and the pack is how well a team understands its battery pack and how well it plans the way it deploys power. ELECTRA AI helps
Westbrook Racing by Visit Angola build that understanding.
ELECTRA
AI will join the team trackside at the Miami Races in November.
A
software layer that enhances crew expertise
The
AI Brain for Batteries™ platform joins the team’s engineering toolkit as a software tool that uses the Team’s post-race telemetry
data, the same data available to all teams, to deepen the engineers’ understanding of the battery pack.
It
estimates State of Health (SoH), State of Charge (SoC), State of Power (SoP), and Remaining Useful Life (RUL) using physics-informed
methods that combine physics-based estimation with advanced machine learning and AI. It uses those estimates to give the Team greater
insight into battery health and performance over time, helping it better understand degradation and longer-term performance trends, and
to analyze how the Team uses its boost, helping optimize strategy for the specific characteristics and layout of each race course.
The
system is built to enhance human expertise, not replace it. Boost and energy strategy in E1 has always come down to the driver’s and
engineer’s judgment. The platform adds data to that judgment. It supports strategy development and post-session review, showing where
boost counts most. The team always makes the calls.
The
platform makes no changes to the battery management system. It complies with the E1 technical regulations and leaves the homologated
pack exactly as approved, keeping the boat compliant and safe.
Every
insight is grounded in the pack’s real conditions, not guesswork, and every analysis runs on the same post-race data available to all
teams.
“Racing
is one of the hardest tests of battery intelligence. The margin between winning and losing is energy you can trust. The AI Brain for
Batteries™ platform gives the crew a clear read on the pack and a sharper boost-and-energy strategy, while the calls stay with
the team. That is what precision at the limit looks like”, said Fabrizio Martini, CEO and Co-Founder of ELECTRA AI.
How
it works
The
Race Boost Optimizer runs on the analytics engine of the AI Brain for Batteries™ platform. It works from the Team’s post-race telemetry
data, the same data available to all teams, covering boat data such as speed, position, and power demand, and battery data such as voltage,
current, and temperature, together with the Team’s race inputs, including course layout, weather, and regulations, and historical race
data. The engine ingests and validates that data, processes it, runs battery analytics, and feeds an AI insights engine. The resulting
analysis reaches the crew through the platform interface for strategy development and review. Every session feeds back into the historical
data, so insights and recommendations sharpen across the season.
What
it changes for the team
The
platform delivers three advantages that compound over seasons.
| ● | Battery
health over time. State of Health and Remaining Useful Life visibility gives Westbrook
Racing by Visit Angola greater insight into degradation and longer-term performance trends
across the calendar. |
| ● | Course-specific
strategy. Post-race analysis of how the Team uses its boost helps optimize strategy for
the specific characteristics and layout of each race course. |
| ● | Season-long
consistency. Every session feeds back into the historical dataset, so insights sharpen
from the first race to the final. |
“Experienced
crews bring judgment and instinct to every race. The AI Brain for Batteries™ platform complements that expertise with data on battery
condition and available energy, helping teams make more informed decisions about how to use that energy throughout each session,”
said Giovanni Rossi, Head of Marketing and Communications, ELECTRA AI.
“We
race at the edge of what the boat can do. Understanding how our battery is aging and how we actually used our boost after each race changes
how we prepare for the next course. ELECTRA AI puts more data behind our decisions without touching our pack”, said Westbrook Racing
by Visit Angola Team.
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.ironhorseacquisitions.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
Westbrook Racing by Visit Angola
Westbrook
Racing by Visit Angola competes in the UIM E1 World Championship, the global platform for electric marine racing dedicated to advancing
sustainable mobility on water. The team finished second overall in its debut 2024 season and has since established itself as one of the
series’ leading contenders. In March 2026, Westbrook Racing by Visit Angola announced a title partnership with Visit Angola, the
country’s national tourism authority. Beginning with the second race of the 2026 season, the team competes as Westbrook Racing
by Visit Angola, a strategic collaboration designed to boost international visibility, support tourism development, and drive long-term
investment in sport and sustainability. The team fields a mixed-gender pilot line-up: Sara Price, one of the most accomplished female
drivers in cross-country motor racing, and Lucas Ordóñez, a Le Mans 24 Hours podium finisher and one of the most recognisable
names to emerge from GT racing and driver development programmes. Led by actor Will Smith and backed by co-owners Leonardo Maria Del
Vecchio and Alshair Fiyaz, Westbrook Racing by Visit Angola blends performance, innovation, and global storytelling to engage fans and
partners around the world. Operating at the intersection of sport, sustainability, and entertainment, the team is helping advance electric
marine technology while building a globally relevant platform for its partners. More information: https://westbrook-racing.com
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@electravehicles.com
IRON
HORSE
www.ironhorseacquisitions.com
Bill
Caragol – bill@ironhorseacquisition.com
WESTBROOK
RACING BY VISIT ANGOLA
https://westbrook-racing.com/
Yan
Lefort - yan@westbrook-racing.com