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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 10, 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 |
| Rights, each right entitling 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 10, 2026, Iron Horse Acquisition II
Corp., a Cayman Islands exempted company (“IRHO”), and Electra Vehicles, Inc., a Delaware corporation (“Electra”),
issued a joint press release announcing the filing of Amendment No. 1 to the Registration Statement on Form S-4 with the Securities and
Exchange Commission in connection with the proposed business combination contemplated by that certain Merger Agreement, dated as of April
21, 2026, as amended on May 14, 2026 (as amended, the “Merger Agreement”), by and among IRHO, Electra and the other
parties thereto. The press release also announced that Electra has raised approximately $5 million in bridge financing.
A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit
99.1, is being 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”), or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where
to Find It
In connection with the Business Combination, IRHO
and Electra have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4
(as amended, the “Registration Statement”), which includes a preliminary proxy statement/prospectus (a “Proxy
Statement/Prospectus”), to be used at the extraordinary general meeting of IRHO’s shareholders to approve the Business
Combination. After the Registration Statement is declared effective, IRHO will mail a definitive Proxy Statement/Prospectus to its 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 general 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 Registration Statement, the preliminary or, once available, 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) the names of the directors and executive officers of IRHO and Electra and a description of their interests in the Business
Combination is contained in the Registration Statement and will be contained in the definitive 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 within the meaning of the U.S. federal securities laws. 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 pursuant to the Merger Agreement (the “Business Combination”), the expected timing of the closing of the Business
Combination, the expected listing of the combined company’s Class A common stock on The Nasdaq Stock Market under the proposed ticker
symbol “AIBR,” the use of proceeds of Electra’s bridge financings, and Electra’s growth strategies, market opportunities,
commercial developments and anticipated future performance. These statements are based on various assumptions, whether or not identified
in this Current Report on Form 8-K, 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 sections
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 in the Registration Statement,
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’s
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, except as required by law. 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 Current Report on Form 8-K. 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 10, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within 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 10, 2026
Exhibit 99.1
ELECTRA
AI and Iron Horse Acquisition II Corp. Announce Filing of Amendment to Registration Statement on Form S-4
Updated filing and
investor presentation mark continued progress toward ELECTRA’s Nasdaq listing
BOSTON, MA, BOCA RATON,
Fla. – Nov 10, 2026 – Electra Vehicles, Inc. (“ELECTRA AI” or “ELECTRA”),
the AI Brain for Batteries™ platform, and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced
the filing of Amendment No. 1 to the Registration Statement on Form S-4 (as amended, the “Registration Statement”) with the
U.S. Securities and Exchange Commission (the “SEC”) in connection with their previously announced proposed business combination
(the “Business Combination”) pursuant to the Merger Agreement, dated as of April 21, 2026, as amended on May 14, 2026 (the
“Merger Agreement”).
The Registration Statement
reflects responses to comments received from the SEC staff and includes ELECTRA’s unaudited condensed consolidated financial statements
as of and for the six months ended June 30, 2026, along with updated information on ELECTRA’s business, market opportunity, and
Business Combination.
In connection with the
filing, ELECTRA and Iron Horse have also published an updated investor presentation, which was filed with the SEC on November 2, 2026
and is available on the SEC’s website at www.sec.gov and on ELECTRA’s investor relations website at https://www.electrabrain.ai/investors/.
The updated presentation highlights the expanding battery intelligence market and additional commercial agreements closed since the prior
filing.
Upon closing, the combined
company is expected to operate as ELECTRA AI, Inc., and its shares of Class A common stock are expected to be listed on Nasdaq under
the proposed ticker symbol “AIBR,” subject to approval of its listing application. The Business Combination is expected to
close in the first quarter of 2027, subject to the Registration Statement being declared effective by the SEC, approval by Iron Horse’s
shareholders and ELECTRA’s stockholders, and satisfaction or waiver of other customary closing conditions.
ELECTRA also announced
that it has raised approximately $5 million in bridge financing to support its commercial execution across electric mobility, energy storage,
and mission-critical battery systems as the parties work toward the closing of the Business Combination.
About ELECTRA AI
ELECTRA AI is a 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, and 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’s solutions are designed
to serve major battery-powered sectors, including Energy Infrastructure (BESS for grid, renewables, and data centers), autonomous systems
(robotics, humanoid, space assets), and e-mobility, with the goal of 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 the Merger Agreement with Iron Horse Acquisition II Corp. (Nasdaq: IRHO). Upon closing of the Business Combination, the combined
company’s Class A common stock is expected to be listed on Nasdaq under the proposed ticker symbol “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.
Forward-Looking Statements
Certain statements in this press release may
be considered “forward-looking statements” within the meaning of the U.S. federal securities laws. 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; the expected listing of the combined company’s Class A common stock on Nasdaq under
the proposed ticker symbol “AIBR”; the use of proceeds of ELECTRA’s bridge financings; the battery intelligence market
opportunity; ELECTRA’s commercial developments; expectations regarding the combined company’s business; and potential benefits
of the Business Combination 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 Merger Agreement; (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 Business Combination; (iii) the inability to complete the Business Combination
due to the failure to obtain approval of the shareholders of Iron Horse or the stockholders of ELECTRA, or to satisfy other conditions
to closing, including the minimum cash condition; (iv) the amount of redemption requests made by Iron Horse’s public shareholders;
(v) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of the Business Combination; (vi) the ability to obtain or maintain the
listing of the combined company’s securities on Nasdaq following the consummation of the Business Combination; (vii) the risk that
the Business Combination disrupts current plans and operations of ELECTRA as a result of the announcement and consummation of the Business
Combination; (viii) ELECTRA’s limited operating history, history of net losses, early stage of commercialization and dependence
on a limited number of customers; (ix) the substantial doubt about each of ELECTRA’s and Iron Horse’s ability to continue
as a going concern; (x) ELECTRA’s need for additional financing, and the terms of its outstanding indebtedness, including the obligation
to repay its senior secured convertible notes in cash at a premium upon closing; (xi) the ability to recognize the anticipated benefits
of the Business Combination, 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; (xii) costs
related to the Business Combination; (xiii) changes in applicable laws or regulations; (xiv) the possibility that ELECTRA or the combined
company may be adversely affected by other economic, business, and/or competitive factors; and (xv) other risks and uncertainties described
in the Registration Statement, including under the heading “Risk Factors,” and in Iron Horse’s other filings with the
SEC. 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 Business
Combination, 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. NEITHER THE SEC NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES DESCRIBED HEREIN OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Additional Information
about the Business Combination and Where to Find It
In connection with the
proposed Business Combination, Iron Horse and ELECTRA have filed the Registration Statement with the SEC, which includes a preliminary
proxy statement/prospectus, and certain other related documents, to be used at the extraordinary general meeting of Iron Horse’s
shareholders to approve the proposed Business Combination. After the Registration Statement is declared effective, Iron Horse will mail
a definitive proxy statement/prospectus to its shareholders as of a record date to be established for voting on the proposed Business
Combination and other proposals. INVESTORS AND SECURITY HOLDERS OF IRON HORSE ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS,
ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, 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. 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, 345 Park Avenue, New York, NY 10154.
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
shareholders 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
