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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): April 22, 2026 (April 21, 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 1.01. Entry into a Material Definitive
Agreement.
Merger Agreement
On April 21, 2026, Iron Horse
Acquisition II Corp., a Cayman Islands exempted company (“IRHO” or “Parent”), entered into a merger
agreement, by and among IRHO, IRHO Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of IRHO (“Merger
Sub”), and Electra Vehicles, Inc., a Delaware corporation (“Electra” or the “Company”)
(as it may be amended and/or restated from time to time, the “Merger Agreement”). Capitalized terms used in this Current
Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.
Electra is dedicated to enhancing
battery performance through AI-powered battery intelligence, providing solutions for electric vehicles, battery energy storage systems
(BESS), and fleet operators.
The
board of directors of IRHO has unanimously approved and declared advisable the Merger Agreement and the Business Combination (as defined
below) and resolved to recommend approval of the Merger Agreement and related matters to IRHO’s shareholders. Pursuant to the Merger
Agreement, (a) IRHO will domesticate from the Cayman Islands to Delaware (the “Domestication”), and (b) at least one
business day following the Domestication, Merger Sub will merge with and into Electra (the “Merger”), after
which Electra will be the surviving corporation (the “Surviving Corporation”) and a wholly-owned subsidiary of IRHO.
In connection with the Merger, the Surviving Corporation will change its name to a name to be mutually agreed by the parties and Parent
will change its name to “Electra AI, Inc.”
The Domestication and Merger
In accordance with the Merger
Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, on the day that is at least one Business Day
prior to the Effective Time, IROH shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of
the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware entity.
In connection with the Domestication,
IRHO will (i) file a certificate of incorporation with the Secretary of State of the State of Delaware substantially in the form attached
as Exhibit 3.1 hereto and incorporated by reference herein, whereby Parent shall have a dual class common stock consisting of Class A
common stock, par value $0.0001 per share (the “Parent Class A Common Shares”) and Class B common stock, par value
$0.0001 per share (the “Parent Class B Common Shares” and together with the Parent Class A Common Shares, the “Parent
Common Shares”); and (ii) adopt bylaws substantially in the form attached as Exhibit 3.2 hereto and incorporated by reference
herein, in each case, with such changes as may be agreed in writing by Parent and the Company.
In connection with the Domestication,
(i) each then issued and outstanding ordinary share of IRHO, par value $0.0001 per share (each, an “IRHO Ordinary Share”),
will convert automatically, on a one-for-one basis, into one Parent Class A Common Share; (ii) each then issued and outstanding right
entitling the holder thereof to 1/10 of one IRHO Ordinary Share (each, an “IRHO Right”) shall convert automatically
into a right to receive 1/10 of one Parent Class A Common Share at the Closing, pursuant to the Parent Rights Agreement dated as of December
16, 2025, by and between IRHO and Continental Stock Transfer & Trust Company, as Rights agent; and (iii) each then issued and
outstanding unit of IRHO (each, an “IRHO Unit”) shall separate and convert automatically into one Parent Class A Common
Share and a right to receive 1/10 of one Parent Class A Common Share at the Closing.
Upon the terms and subject
to the conditions of the Merger Agreement, at least one business day following the Domestication, Merger Sub will merge with and into
Electra after which Electra will be the surviving corporation and a wholly-owned subsidiary of Parent.
The Merger will become effective
upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed to
by the parties to the Merger Agreement and specified in the certificate of merger (the “Effective Time”). The Domestication,
the Merger, and other transactions contemplated by the Merger Agreement are collectively referred to herein as the “Business
Combination,” the consummation of the Merger is referred to as the “Closing” and the date of the Closing
is referred to as the “Closing Date.”
In connection with the Business
Combination, IRHO will be renamed “Electra AI, Inc.” and Electra, as a wholly-owned subsidiary of Electra AI, Inc., will be
change its name to a name to be mutually agreed by the parties.
Merger Consideration and Structure
Pursuant to the Merger
Agreement, IRHO has agreed to acquire all of the equity interests of Electra for the sum of $250,000,000 plus the Aggregate Exercise
Price, as adjusted pursuant to the terms of the Merger Agreement (the “Base Purchase Price”), comprising of a
number of Parent Common Shares equal to the quotient obtained by dividing (a) the Base Purchase Price, by (b) US$10.00
(the “Aggregate Merger Consideration”), of which not more than 3,994,802 shares shall consist of Parent Class B
Common Shares. “Aggregate Exercise Price” means the aggregate dollar amount payable to the Company upon the
exercise or conversion of all vested in-the-money Company Options that are outstanding immediately prior to the Effective Time.
The Base Purchase Price shall
be automatically adjusted upwards in increments of $10.00 until the Aggregate Merger Consideration represents at least 50.1% of the Aggregate
Parent Fully Diluted Shares. “Aggregate Parent Fully Diluted Shares” means, as of immediately after the Effective Time,
the sum, without duplication, of (a) all Parent Common Shares issued and outstanding (after giving effect to the Domestication, the Merger,
the conversion of all Parent Rights, any PIPE Financing, and any forfeiture or surrender of Sponsor Shares); plus (b) the aggregate number
of Parent Common Shares issuable upon exercise of all outstanding Converted Stock Options (as defined below).
Effect of the Merger
At the Effective Time (i)
each share of Company Capital Stock (as defined below), if any, that is owned by Parent or Merger Sub or Electra (as treasury stock or
otherwise), will automatically be cancelled; (ii) each share of Company Preferred Stock issued and outstanding immediately prior to the
Effective Time will be converted into the right to receive a number of Parent Common Shares equal to: (a) (x) the Conversion Ratio multiplied
by (y) the number of shares of Company Common Stock issuable upon conversion of such share of Company Preferred Stock as of immediately
prior to the Effective Time plus (b) a number of Earnout Shares equal to the Earnout Pro Rata Share in accordance with,
and subject to the contingencies set forth in the Merger Agreement; (iii) each share of Company Class A Common Stock issued and outstanding
immediately prior to the Effective Time will be converted into the right to receive: (x) a number of Parent Class A Common Shares equal
to the Conversion Ratio plus (y) a number of Earnout Shares equal to the Earnout Pro Rata Share in accordance with, and subject to the
contingencies set forth in the Merger Agreement; and (iv) each share of Company Class B Common Stock issued and outstanding immediately
prior to the Effective Time will be converted into the right to receive: (x) a number of Parent Class B Common Shares equal to the Conversion
Ratio plus (y) a number of Earnout Shares equal to the Earnout Pro Rata Share in accordance with, and subject to the contingencies set
forth in the Merger Agreement. At the Effective Time, all shares of Company Capital Stock shall no longer be outstanding and shall automatically
be canceled and shall cease to exist, and each holder of Company Capital Stock shall thereafter cease to have any rights with respect
to such securities, except the right to receive a portion of the Aggregate Merger Consideration plus the contingent right to receive their
applicable portion of Earnout Shares in accordance with their Earnout Pro Rata Share.
“Company Capital
Stock” means “Company Common Stock,” consisting of the Class A common stock of the Company, $0.00001 par
value per share, the Class B common stock of the Company, $0.00001 par value per share, and “Company Preferred Stock,”
consisting of the Company Series Seed Preferred Stock, the Company Series A Preferred Stock and the Company Series B Preferred Stock.
“Conversion Ratio”
means the quotient obtained by dividing (a) the number of Parent Common Shares constituting the Aggregate Merger Consideration,
by (b) the number of shares constituting the Aggregate Fully Diluted Company Common Stock.
“Aggregate Fully
Diluted Company Common Stock” means the sum, without duplication, of (a) all shares of Company Common Stock that
are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Company Common
Stock issuable upon full conversion of all Company Preferred Stock outstanding as of immediately prior to the Effective Time; plus
(c) the aggregate number of shares of Company Common Stock issuable upon exercise of all Company Options that are vested as of immediately
prior to the Effective Time; plus (d) the aggregate number of shares of Company Common Stock issuable upon full conversion,
exercise or exchange of any other securities of the Company (other than Company options) outstanding immediately prior to the Effective
Time directly or indirectly convertible into or exchangeable or exercisable for shares of Company Common Stock.
Conversion
of Merger Sub Capital Stock.
Each
share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall
be converted into and become one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Treatment of Options and Convertible Notes.
At the Effective Time, each
Company Option shall be converted into (i) an option to acquire, subject to substantially the same terms and conditions as were applicable
under such Company Option (including expiration date, vesting conditions, and exercise provisions), the number of Parent Class A Common
Shares (rounded down to the nearest whole share), determined by multiplying the number of shares of Company Class A Common Stock subject
to such Company Option as of immediately prior to the Effective Time by the Conversion Ratio, at an exercise price per Parent Class A
Common Share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Class A Common Stock of such
Company Option divided by (B) the Conversion Ratio (a “Converted Stock Option”), and (ii) the right to receive a number of
Earnout Shares in accordance with, and subject to the contingencies, set forth in the Merger Agreement.
At the Effective Time, each
Company Convertible Note shall be converted into the right to receive a number of Parent Common Shares equal to (a) (i) the Conversion
Ratio multiplied by (ii) the number of shares of Company Common Stock issuable upon conversion of such Company Convertible
Note as of immediately prior to the Effective Time plus (b) the contingent right to receive such holder’s applicable
portion of Earnout Shares in accordance with their Earnout Pro Rata Share.
The Earnout Shares
From the period commencing
on the Closing Date and until such date which is the five-year anniversary of the Closing Date (the “Earnout Period”),
as additional consideration in the Merger, the holders of Company Common Stock, Company Preferred Stock, Company Options (whether vested
or unvested) and Company Convertible Notes (the “Company Earnout Holders”) shall be entitled to earn, in accordance
with their respective Earnout Pro Rata Share, up to an aggregate amount of 15,000,000 additional Parent Common Shares (the “Earnout
Cap”) (which, for the avoidance of doubt, shall be issued as Parent Class A Common Shares to Company Earnout Holders who hold
exclusively Company Class A Common Stock, Company Preferred Stock, Company Options or Company Convertible Notes and as Parent Class B
Common Shares to Company Earnout Holders who hold any shares of Company Class B Common Stock) (the “Earnout Shares”),
subject to the following contingencies:
| |
A. |
Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period, (1) over any ten (10) Trading Days within any twenty (20) consecutive Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $14.00 per share or (2) as reported in Parent’s Form 10-Q or Form 10-K the Annual Run Rate (as defined in the Merger Agreement, “ARR”) is greater than or equal to $45 million (the “First Earnout Milestone”), whichever occurs earlier; |
| B. | Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period,
(1) over any ten (10) Trading Days within any twenty (20) consecutive Trading Day period one year after the Closing Date the VWAP of the
Parent Common Shares is greater than or equal to $16.00 per share or (2) as reported in Parent’s Form 10-Q or Form 10-Kthe ARR is
greater than or equal to $55 million (the “Second Earnout Milestone”), whichever occurs earlier; and |
| C. | Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period,
(1) over any ten (10) Trading Days within any twenty (20) consecutive Trading Day period the VWAP of the Parent Common Shares is greater
than or equal to $18.00 per share or (2) as reported in Parent’s Form 10-Q or Form 10-K the ARR is greater than or equal to $65
million (the “Third Earnout Milestone”), whichever occurs earlier. |
The applicable Earnout Shares
will be delivered to the Company Earnout Holders promptly (within 10 Business Days) following the date in which any such earnout milestone
is achieved. Each earnout milestone shall only occur once, if at all.
Parent and Electra Post-Closing Board of Directors
and Executive Officers
Immediately following the
Closing, Parent’s board of directors will consist of seven (7) directors, of which Electra has the right to the right to designate
five (5) directors and the remaining two directors shall be jointly designated by Electra and IRHO SPAC Sponsor LLC (the “Sponsor”).
At least a majority of the board of directors shall qualify as independent directors under Nasdaq or Alternate Exchange rules, as applicable.
At the Closing, all of the
officers of Parent shall resign and the following individuals are expected to be appointed as officers of Parent: Fabrizio Martini, as
Chief Executive Officer and Nicholas Chakalos, President & Chief Operating Officer.
Immediately following the
Closing, Electra’s board of directors will consist of the same individuals serving as directors and officers of Parent.
Representations, Warranties and Covenants
The parties to the Merger
Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others things, covenants
with respect to the conduct of the Company and IRHO and their respective subsidiaries prior to the Closing, including the Company’s
covenant to provide to Parent no later than May 14, 2026, its audited financial statements for the years ended December 31, 2025 and 2024
for inclusion in the registration statement on Form S-4 to be filed by IRHO and the Company in connection with the Business Combination
(the “Registration Statement”), and Parent and the Company shall jointly prepare and file with the SEC, mutually acceptable
proxy materials which shall be included in the Registration Statement.
During the period commencing
on date of execution of the Merger Agreement and until the earlier of the Closing Date and the termination of the Merger Agreement, IRHO
and Electra will use its commercially reasonable best efforts to enter into and consummate subscription agreements with investors to purchase
securities of IRHO in connection with a private placement on terms mutually agreeable to the parties (any such purchase by investors,
a “PIPE Financing”).
Conditions to Closing
The Closing of the Business
Combination is subject to certain customary conditions of the respective parties, including, among other things: (i) approval of the Business
Combination and related agreements and transactions by the respective shareholders of IRHO and the Company; (ii) effectiveness of the
Registration Statement; (iii) Parent’s initial listing application shall have been conditionally approved for listing on The Nasdaq
Stock Market (“Nasdaq”) or another national stock exchange; (iv) there shall not have occurred a respective Material
Adverse Effect in respect of the Company and Parent that is continuing; (v) that the respective Fundamental Representations shall be true
and correct in all respects; (vi) Parent Certificate of Incorporation shall have been filed with, and declared effective by, the Secretary
of State of the State of Delaware; (vii) that all respective officer certificates of the Company and Parent are delivered; (vii) all Parties
shall have executed and delivered to each other a copy of each Ancillary Agreement to which they are a party; (ix) accrued but unpaid
fees, costs and expenses, including fees of outside legal counsel (but excluding the Deferred Underwriting Commission), of the Parent
Parties as of immediately prior to the Closing shall collectively not exceed $2,000,000 without the prior written consent of the Company;
it being agreed that any such excess fees incurred without the Company’s prior written consent will reduce the share consideration
remaining for the Sponsor such that only the Sponsor bears such excess fees, costs and expenses assuming $10 price per Parent Common Share;
and (x) the amount of Parent Closing Cash at the Closing shall equal or exceed $30,000,000.
Termination
The Merger Agreement may be
terminated by Parent and the Company under certain circumstances, including:
| (i) | by mutual written agreement of Parent and Electra; |
| (ii) | by either Parent or the Company if (a) the Closing has not occurred on or before January 21, 2027 (the
“Outside Closing Date”) and (b) the material breach or violation of any representation, warranty, covenant or obligation
under this Agreement by the party seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing
to occur on or before such date; |
| (iii) | by either Parent or Electra if the Business Combination is prohibited or made illegal by a final, non-appealable
governmental order or law and the failure to comply with any provision of the Merger Agreement by the party seeking to terminate the Merger
Agreement is not a substantial cause of, or has not substantially resulted in, such order or law; |
| (iv) | by Parent, if Electra, (a) at any time prior to the Closing, has breached any of its covenants, agreements,
representations and warranties contained in the Merger Agreement except that, if such breach is curable by the Company through the exercise
of its reasonable best efforts, then, for a period of up to 30 days after receipt of a notice from IRHO, of such breach, but only as long
as the Company continues to use its reasonable best efforts to cure such breach, such termination shall not be effective, and such termination
shall become effective only if it is not cured within such 30 day period or (b) at any time after the Company Stockholder Written Consent
Deadline if the Company has not delivered the Company Stockholder Approval to Parent (provided, that upon the Company delivering the Company
Stockholder Approval to Parent, Parent shall no longer have any right to terminate the Merger Agreement); or |
| (v) | by Electra, if Parent, at any time prior to the Closing, has breached any of its covenants, agreements,
representations and warranties contained in the Merger Agreement except that, if such breach is curable by Parent through the exercise
of its reasonable best efforts, then, for a period of up to 30 days after receipt of a notice from Electra, of such breach, but only as
long as Parent continues to use its reasonable best efforts to cure such breach, such termination shall not be effective, and such termination
shall become effective only if it is not cured within such 30 day period. |
The foregoing description
of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and is incorporated herein by reference.
Certain Related Agreements
Parent Support Agreement
In connection with the execution
of the Merger Agreement, Parent entered into a support agreement (the “Parent Support Agreement”) with the Sponsor
and the Company, pursuant to which the Sponsor agreed to, among other things, (i) vote all of its Parent Common Shares in favor of the
various proposals related to the Business Combination and the Merger Agreement and any other matters requested by Parent for consummation
of the Business Combination, (ii) vote against any alternative proposal or alternative transaction or any proposal relating to a business
combination transaction (other than the Merger Agreement, the Merger or any of the transactions contemplated thereby), (iii) vote against
any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by Parent (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other transactions
contemplated thereby), (iv) vote against any change in the business, management or board of directors of Parent (other than in connection
with the Merger Agreement, the Merger or any of the transactions contemplated thereby), (v) vote against any proposal, action or agreement
that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of the Parent Support Agreement, the
Merger Agreement, the Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any
respect of any covenant, representation, warranty or any other obligation or agreement of Parent or the Merger Sub or the Sponsor under
the Merger Agreement or the Parent Support Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the
Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights
of any class of capital stock of, IRHO and (vi) vote in favor of any proposal to extend the period of time IRHO is afforded under its
organizational documents to consummate an initial business combination, in each case, subject to the terms and conditions of the Parent
Support Agreement.
During the period commencing
on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly
terminated in accordance with its terms and (c) the liquidation of Parent, the Sponsor shall not, without the prior written consent of
the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than
the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act, with respect to any Parent Common Shares owned by the Sponsor, (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Parent
Common Shares owned by the Sponsor or (iii) publicly announce any intention to effect any transaction; provided, however, that
the foregoing restrictions shall not apply to any Permitted Transfer (as defined in the Parent Support Agreement).
The foregoing description
of the Parent Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Parent
Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Company Support Agreement
In connection with the execution
of the Merger Agreement, IRHO entered into a support agreement (the “Company Support Agreement”) with the Company and
certain stockholders of the Company (the “Company Supporting Shareholders”) pursuant to which the Company Supporting
Shareholders agreed to, among other things, (i) vote to adopt and approve, the Merger Agreement and the transactions contemplated thereby,
(ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement or the Ancillary Agreements and the Merger
and the other transactions contemplated thereby), (iii) vote against any change in the business (to the extent in violation of the Merger
Agreement), management or board of directors of the Company (other than in connection with the Merger Agreement and the transactions contemplated
thereby, including the Merger), and (iv) vote against any proposal, action or agreement that would (A) impede, interfere with, delay,
postpone, frustrate, prevent or nullify any provision of the Company Support Agreement, the Merger Agreement, the Ancillary Agreements
or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation,
warranty or any other obligation or agreement of the Company or the Company Stockholders under the Merger Agreement or the Company Support
Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled, or
(D) change in any manner the dividend policy or capitalization of the Company, including the voting rights of any share capital of the
Company.
In addition, the Company Supporting
Shareholders agreed that during the period commencing on the date of entry into the Company Support Agreement until the earliest of (a)
the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with its terms, each Company
Supporting Stockholder agrees to not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer to sell, contract
or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer,
each with respect to any Electra shares owned by such Company Supporting Stockholder, (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any Electra shares owned by such Company Supporting
Stockholder, or (iii) publicly announce any intention to effect any such transaction; provided, however, that the foregoing
restrictions shall not apply to any Permitted Transfer (as defined in the Company Support Agreement).
The foregoing description
of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Company
Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Lock-Up Agreement
On or before the Closing Date,
Parent and the Company will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with certain stockholders of the
Company and the Sponsor, pursuant to which the Parent Common Shares and any other equity securities convertible into or exchangeable for
or representing the rights to receive Parent Common Shares, if any, held by such holders immediately following the Closing shall be subject
to a lock-up for the Lock-Up Period. The “Lock-Up Period” means the period beginning on the Closing Date and ending in four
consecutive equal quarterly installments following the Closing Date, in accordance with the following schedule:
| (a) | one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company
issuing its first quarterly earnings release that occurs at least 120 days after the Closing Date; |
| (b) | one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company
issuing its second quarterly earnings release that occurs at least 120 days after the Closing Date; |
| (c) | one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company
issuing its third quarterly earnings release that occurs at least 120 days after the Closing Date; and |
| (d) | one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company
issuing its fourth quarterly earnings release that occurs at least 120 days after the Closing Date. |
Amended and Restated Registration Rights Agreement
The Merger Agreement contemplates
that, at the Closing, Parent, the Company, the Sponsor and certain stockholders of the Company (collectively, the “Holders”)
will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant
to which Parent will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Parent Common Shares that are
held by the Holders from time to time, including (a) any outstanding Parent Common Shares and Parent Common Shares issued or issuable
upon the exercise of any other equity security and any Parent Common Shares issued or issuable upon the exercise of any Equity Awards
of Parent held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement);
(b) any outstanding Parent Common Sharees, Equity Awards, Earnout Shares, Parent Common Shares issued or issuable upon the exercise of
any other equity security of Parent acquired by a Holder following the Closing Date to the extent that such securities are “restricted
securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of Parent; (c)
any Additional Holder Common Stock (as defined in the Registration Rights Agreement); and (d) any other equity security of Parent or any
of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way of a stock dividend
or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.
The Registration Rights Agreement
amends and restates the registration rights agreement that was entered into by IRHO, the Sponsor and the other parties thereto in connection
with IRHO’s initial public offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary
of the date of the Registration Rights Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable
Securities (as defined therein).
The foregoing description
of the form of Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of
this Current Report on Form 8-K with respect to the issuance of Parent Common Shares pursuant to the Business Combination is incorporated
by reference herein. The Parent Common Shares issuable pursuant to the Business Combination will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On April 21, 2026, IRHO and the Company issued
a press release relating to, among other things, the Business Combination. A copy of the press release is furnished hereto as Exhibit
99.1 and incorporated herein by reference.
The foregoing exhibit and the information set
forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in
any filing under the Securities Act or the Exchange Act.
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 and Electra 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 |
| |
|
|
| 2.1† |
|
Merger Agreement, dated as of April 21, 2026, by and among Iron Horse Acquisition II Corp., IRHO Merger Sub, Inc. and Electra Vehicles, Inc. |
| |
|
|
| 3.1 |
|
Form of Certificate of Incorporation of Parent |
| |
|
|
| 3.2 |
|
Form of Bylaws of Parent |
| |
|
|
| 10.1† |
|
Parent Support Agreement, dated as of April 21, 2026, by and among IRHO SPAC Sponsor LLC, Iron Horse Acquisition II Corp. and Electra Vehicles, Inc. |
| |
|
|
| 10.2† |
|
Company Support Agreement, dated as of April 21, 2026, by and among IRHO Acquisition Corp., Electra Holdings, Inc. and the other parties thereto. |
| |
|
|
| 10.3 |
|
Form of Lock-Up Agreement |
| |
|
|
| 10.4 |
|
Form of Amended and Restated Registration Rights Agreement. |
| |
|
|
| 99.1 |
|
Joint Press Release, dated April 21, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
| † |
Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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: April 22, 2026 |
|
|
Exhibit 99.1
Electra Vehicles,
Inc. and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) announce a definitive Business Combination Agreement to create the world’s first
publicly traded AI Battery Intelligence company.
The Era of Dumb Batteries Is Over. Electra, the AI “Brain
for Batteries”™, is going public.
More Range. Longer Life. Higher Performance
and ROI Across Grid Storage, EVs, Drones, and Robotics — All Delivered in Software, Without Adding a Single Cell.
The control plane for Every Battery on Earth: Monitoring, Optimization, and Control as software: “Our AI is not watching the battery.
It is running it.”
NASA Spinoff and NVIDIA Inception Program recognized. Backed by global strategic investors (Stellantis, BlackBerry, and Ferrari Family
Investments).
The standard that
the electrified economy is converging on.
BOSTON AND BOCA RATON – APRIL 21, 2026
- In January 2025, a Tesla Cybertruck wrapped in Electra’s logo drove from Boston to Santa Clara,
passing through CES 2025 in Las Vegas — 3,000 miles, coast to coast — powered not just by electricity, but by artificial intelligence
(AI) that predicted every charge stop, extended the battery’s life in real time, and delivered 20% more range. No breakdowns. No surprises.
That drive was a proof-of-concept.
Today, the business that created that AI technology has agreed to become a public company.
Electra Vehicles, Inc.
(“Electra”) and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) announced that they have entered
into a definitive Business Combination Agreement (the “BCA”), pursuant to which Electra will merge with Iron Horse, creating
the world’s first ever publicly traded pure-play AI Battery Intelligence company. The deal is valued at $250 million+ and includes earn-out
targets. Upon closing, which is anticipated in the second half of 2026, the combined
company will operate as Electra AI, Inc., and is expected to remain listed on Nasdaq under a new ticker symbol.
The problem Electra solves
is enormous and almost invisible. Nearly every battery on Earth is operating blind. Across the entire energy ecosystem (e.g., grid-scale
storage, renewable energy, data centers, EVs, drones, space satellites, and robotics), batteries degrade in unforeseen ways, fail in unpredictable
manners, and deliver only a fraction of their true potential output. The consequences are severe: fires and thermal runaway events, Battery
Energy Storage System (BESS) installations leaving 30% of their value on the table, and fleets stranded because of inaccurate range estimates.
When a battery fails today, you often get a fire. With Electra, the outcomes are different. Customers receive a software alert up to three
months in advance; no thermal runaways; no headlines, just a fix, delivered in software.
To
date, the industry’s answer has been more batteries, heavier packs, and greater redundancy, exponentially increasing costs. Hardware compensating
for what software could never see. A multi-trillion-dollar infrastructure managed with instrumentation unchanged for decades. The
answer was never more batteries; it is, however, smarter ones.
Electra
was founded in 2015 to solve this. Rooted in NASA research and forged through DOE and DOD contracts, the company built the AI Brain
for Batteries™ — a unified intelligence layer that transforms dumb batteries into intelligent, software-defined assets,
validated across chemistries, hardware, and scale. That is why Stellantis, BlackBerry, and Ferrari Family Investments didn’t just buy
the product. They bought equity in the company.
Fabrizio Martini, Electra’s CEO and co-Founder,
said: “When I first came to America from Italy, I was blessed to work with the Department
of Energy, the Department of Defense, and NASA. I saw where AI was headed — and the energy limitations preventing batteries from
keeping pace with surging demand. Born from those early days, Electra developed the AI Brain for Batteries, combining Agentic AI, Edge
AI, and Physical AI with Large Quantitative Models (LQMs) to monitor, optimize, and control batteries at scale. Our AI is not watching
the battery — it is running it. Going public accelerates that vision as we become the first AI battery company to access public
markets with a goal to transform the global energy economy”.
Jose Antonio Bengochea, CEO and Chairman of
the Iron Horse SPAC series, said, “Electra represents a generation-defining company at a time when AI and energy are more
important to our nation and the world than ever. As technology equalizes, intelligence becomes the decisive differentiator. From my first
meeting with Fabrizio and the Electra team, I saw the potential all battery-powered devices, from EVs to solar arrays, data centers to
robotics — to operate more efficiently and at lower energy costs than ever before, thanks to Electra. I give God all the praise
and glory for bringing together Iron Horse and Electra, and am excited to help Fabrizio and the Electra team achieve their dreams and
go even further beyond.”
Transaction Details
The respective boards
of directors of both Electra and Iron Horse have unanimously approved the transaction. The transaction is expected to close in the second
half of 2026, subject to, among other things, approval by Iron Horse’s stockholders, registration with the U.S. Securities and Exchange
Commission (the “SEC”), and other customary closing conditions. There can be no assurance that the transaction will be completed.
Upon closing, the merged company is expected to reincorporate in Delaware and be listed on Nasdaq under a new ticker symbol.
Cantor Fitzgerald acted
as underwriter to Iron Horse in connection with its initial public offering, and Loeb & Loeb LLP is serving as Iron Horse’s legal
counsel. Park Avenue Capital Group Corp. and Roth Capital Partners serve as financial advisors to Electra, with Latham & Watkins LP
as Electra’s legal counsel.
Electra Brand Highlights
As the pioneer and leader in AI Battery Intelligence,
Electra’s one-platform model enables seamless integration across cloud and edge — spanning energy infrastructure (grid, renewables,
and data centers), e-mobility, and robotics.
| ● | The AI Brain for Batteries: Founded in 2015, Electra is a full-stack battery intelligence platform
delivering accurate state estimation (less than 1% error), real-time optimization, and fault detection across any chemistry, any hardware,
at any scale. |
| ● | First Mover and IP Foundation: The first pure-play AI battery intelligence company entering public
markets at the inflection point of a multi-trillion-dollar electrification buildout, backed by four issued U.S. patents and six additional
patent families filed. |
| ● | Ecosystem, Capital, and Institutional Validation: Deployments spanning energy infrastructure (grid,
renewables, and data centers), e-mobility, and robotics — backed by Stellantis, BlackBerry, and Ferrari
Family Investments. As part of the NVIDIA Inception Program, Electra is co-developing a dedicated AI accelerator for BMS/EMS
applications, recognized by NASA’s Spinoff program for space-to-commercial technology transfer. |
About Electra
Electra (www.electrabrain.ai)
is a U.S.-based AI-first company created to fuel the global transition to electrification. Co-Founded in 2015 by Fabrizio Martini and
rooted in his decades of experience as an AI, energy, and technology pioneer, Electra is the world’s first AI Brain for Batteries
and is available globally across energy infrastructure (storage for grid, renewables, and data centers), e-mobility, and robotics. Electra
is the premier partner for global OEMs and Energy Players, headquartered in Boston, MA, with major operations in Turin & Milan, Italy.
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.
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 intend to file a registration statement on Form S-4 (the “Registration Statement”)
with the SEC, which will include 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.
Media Contacts
ELECTRA
www.electrabrain.ai
Giovanni Rossi -
grossi@electravehicles.com
IRON HORSE
www.ironhorseacquisition.com
Bill Caragol –
bill@ironhorseacquisition.com
