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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): November 12, 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 November 12, 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 joint press release announcing that Electra will race as the Official Battery
Intelligence Partner of Westbrook Racing by Visit Angola at the E1 Miami GP 2026, held November 11–14, 2026, under a three-year
deployment of Electra’s AI Brain for Batteries™ platform and its Race Boost Optimizer module. IRHO and Electra are parties
to that certain Business Combination Agreement, dated as of April 21, 2026 (the “Business Combination Agreement”).
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, 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. 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 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 November 12, 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: November 12, 2026 |
|
|
Exhibit 99.1
ELECTRA AI and Iron Horse Acquisition II Corp Take
to the Water with Westbrook Racing by Visit Angola at the E1 Miami GP 2026
The AI Brain for Batteries™ platform
goes trackside as ELECTRA AI races as the Official Battery Intelligence Partner, with its branding on the team’s RaceBird.
BOSTON, MA, BOCA RATON, Fla., and MIAMI, Fla.
– Nov 12, 2026 – ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™ platform, and Iron Horse Acquisition
II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced that ELECTRA AI races as the Official Battery Intelligence Partner of
Westbrook Racing by Visit Angola at the E1 Miami GP 2026, November 11–14. ELECTRA AI branding debuts on the team’s RaceBird, bringing
the company’s battery intelligence from the data room to the water.
ELECTRA AI holds the Official Battery Intelligence
Partner designation under a three-year deployment of the AI Brain for Batteries™ platform together with its Race Boost Optimizer
module. The partnership extends from the software to the boat: ELECTRA AI’s brand is on the hull, and its technology is behind the crew’s
decisions. E1 is a proving ground under extreme conditions, and the same battery intelligence applies across e-mobility, fleets and energy
storage, where operators need more usable energy, longer battery life and safer operation.
From data to the water
The AI Brain for Batteries™ platform supports
the team with a clear read on the battery pack, from State of Health, Charge, and Power to Remaining Useful Life, using physics-informed
AI. Using the Team’s post-race telemetry data- the same data available to all teams- its Race Boost Optimizer module analyzes how the
Team uses its boost and helps optimize strategy for the specific characteristics and layout of each race course, while the platform tracks
battery health and performance over time to help the Team understand degradation and longer-term trends.
Electric powerboat racing is decided at the edge
of what a battery can deliver. Energy is finite, boost windows are short, and every decision on how to deploy power counts. That is the
environment ELECTRA AI builds for: where energy has to be understood, trusted, and used to its full potential.
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. It makes no changes to the battery management system and works within the E1 technical
regulations, while the crew keeps every call.
Precision at the limit
“For decades, batteries have been treated
as dumb assets: hardware you install and hope performs. E1 shows what happens when they become smart ones, understood, optimized and trusted
at the limit. The same shift is coming to every vehicle, fleet and energy storage system, and we intend to lead it,” said Fabrizio
Martini, CEO and Co-Founder of ELECTRA AI.
“Every technological renaissance starts where
the stakes are highest. AI’s real promise isn’t automation but augmentation: on this boat, the crew keeps every decision, with a sharper
view of their energy. That is the intelligence electrification needs,” said Giovanni Rossi, Head of Marketing & Communications,
ELECTRA AI.
“When you’re on the water, you need to trust
the energy you have. Having a clearer read on how the pack is holding up and how we used our boost after each race changes how we approach
the next one,” said the 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 recognizable names to emerge from
GT racing and driver development programs. 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 worldwide. 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 ELECTRA’s partnership with Westbrook
Racing by Visit Angola and the anticipated deployment of its platform; ELECTRA’s technology, strategy, and market opportunity across
e-mobility, fleets, and energy storage; the anticipated timing of the closing of the proposed business combination (the “Business
Combination”) pursuant to the Business Combination Agreement, dated April 21, 2026 (the “BCA”), and the expected listing
of the combined company on Nasdaq, 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
