Electra AI and Iron Horse (NASDAQ: IRHO) outline $250M+ AI battery deal
Rhea-AI Filing Summary
Iron Horse Acquisition II Corp. is highlighting its proposed Business Combination with Electra Vehicles, Inc. (ELECTRA AI) through an updated investor presentation and press release. The transaction is described as a definitive Business Combination Agreement valued at over $250 million, including earn-out targets, and has been unanimously approved by both boards. Upon closing, the combined company is expected to operate as ELECTRA AI, remain listed on Nasdaq under the ticker “AIBR,” and position itself as a pure-play AI battery intelligence company. An S-4 registration statement is expected to be filed, with the deal targeted to close in the second half of 2026, subject to shareholder approval, SEC registration, Nasdaq listing requirements, and other customary conditions.
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Insights
Iron Horse advances its Electra AI SPAC merger, formalizing a $250M+ deal framework.
Iron Horse Acquisition II Corp. and Electra have a definitive Business Combination Agreement valued at more than $250 million, including earn-out targets. Both boards approved the deal, and the combined company is expected to trade on Nasdaq as ELECTRA AI under ticker “AIBR.”
The filing emphasizes process milestones rather than new financials: an updated investor presentation has been furnished and an S-4 registration statement is expected to be filed by week’s end. Closing remains contingent on Iron Horse stockholder approval, SEC effectiveness, Nasdaq listing standards, and other customary conditions.
The investor materials describe ELECTRA AI as an asset-light, software-driven battery intelligence platform with a 5.3 TWh opportunity pipeline and expected contribution margins around 70–75%. Subsequent S-4 and proxy materials for the extraordinary shareholder meeting will provide more definitive terms, including capitalization, redemptions, and detailed risk factors.
8-K Event Classification
Key Figures
Key Terms
Business Combination financial
Form S-4 regulatory
earn-out targets financial
contribution margin financial
thermal runaway technical
AI Battery Intelligence technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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).
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Item 7.01 Regulation FD Disclosure
On May 11, 2026, Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”), announced they have an updated investor presentation in connection with their previously announced business combination (the “Business Combination”) with Electra Vehicles, Inc., a Delaware corporation (“Electra”). 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.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation (the “Investor Presentation”) that will be used in connection with the proposed Business Combination. The press release announcing the Investor Presentation is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
The information contained in the Investor Presentation is intended to be considered in the context of IRHO’s filings with the Securities and Exchange Commission (“SEC”) and other public announcements that IRHO may make, by press release or otherwise, from time to time. IRHO undertakes no duty or obligation to publicly update or revise the information contained in the Investor Presentation, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The foregoing exhibits are 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 they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
The Business Combination will be submitted to shareholders of IRHO for their consideration. IRHO and Electra intend to jointly file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to IRHO’s shareholders as of a record date to be established for voting on the Business Combination and other proposals. IRHO may also file other relevant documents regarding the Business Combination with the SEC. IRHO’s shareholders and other interested persons are advised to read, once available, the preliminary Proxy Statement / Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with IRHO’s solicitation of proxies for its extraordinary meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about IRHO, Electra and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy Statement/Prospectus, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by IRHO, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: IRHO’s Chief Executive Officer at 851 Broken Sound Parkway NW, Suite 230, Boca Raton, FL 33487.
Participants in the Solicitation
IRHO and Electra and certain of their respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i) the directors and executive officers of IRHO is set forth in the IRHO Annual Report on Form 10-K for the year ended November 30, 2025, which was filed with the SEC on February 13, 2026, and (ii) a description of the interests of the directors and executive officers of IRHO and Electra, and the Business Combination, will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated above.
1
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 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 | Investor Presentation | |
| 99.2 | Press Release | |
| 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. |
2
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: May 11, 2026 | |||
3
Exhibit 99.1
electrabrain.ai
Disclaimer 2 About this Presentation This investor presentation (this "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the "Business Combination") between Electra Vehicles, Inc. (the "Company") and Iron Horse Acquisition II Corp. ("IRHO") and related transactions and for no other purpose. The information contained herein does not purport to be all-inclusive and none of IRHO, the Company or their respective representatives or affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities. No such offering of securities shall 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. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of the Company and is intended for the recipient hereof only. Forward Looking Statements This Presentation contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. For example, statements regarding anticipated growth in the industry in which the Company operates and anticipated growth in demand for the Company's products and services, the satisfaction of closing conditions to the Business Combination and the timing of the completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "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 the Company and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: competition, the ability of the Company to grow and manage growth, maintain relationships with customers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business or competitive factors; the Company's estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives and continue to innovate its existing products and services. Nothing in this Presentation 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. The Company undertakes no duty to update these forward- looking statements.
Disclaimer (cont'd) 3 Financial Information The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Such information and data may not be included in, may be adjusted in or may be presented differently in the registration statement to be filed relating to the Business Combination and the proxy statement/prospectus contained therein. Industry and Market Data In this Presentation, the Company relies on and refer to certain information and statistics obtained from third-party sources which the Company believes to be reliable. The Company has not independently verified the accuracy or completeness of any such third-party information. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Important Information for Investors and Stockholders This Presentation relates to a proposed transaction between IRHO and the Company. This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Business Combination will be submitted to shareholders of IRHO for their consideration. IRHO and the Company 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, the Company 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 the Company 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 the Company, 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. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any 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 such other jurisdiction.
ELECTRA AI's Mission To make every battery safer, last longer, and deliver more usable energy at scale ELECTRA AI applies AI-driven battery intelligence to predict faults, extend lifespan, and optimize performance across all battery-powered systems AI-Intelligence for Every Battery System 4 Electric Propulsion EV's, Robots & Drones Energy Infrastructure Grid-Scale Energy Storage (BESS) Data Centers AI Infrastructure & Critical Power Systems Aerospace Systems Satellites & Orbital Infrastructure
Today's Speakers Former principal investigator DOE, DOD, NASA; Former Director of R&D for novel energy storage systems. Former SPAC CEO; Founder of Bengochea Capital; background in Sony Global Business Development and corporate law. Extensive experience in C-Suite, general management, sales/BD, product, and operations in scaling several startups. 30+ years advising and operating growth-stage companies; public company board member; CPA background. Fabrizio Martini CEO & Co-Founder ELECTRA AI Jose Bengochea CEO & Chairman Iron Horse II Nick Chakalos President & CFO ELECTRA AI William Caragol CFO & Director Iron Horse II 5
ELECTRA AI at a Glance Tech Transfer Startup NVIDIA Inception Program Startup 70%+ Expected Contribution Margin 5.3 TWh Pipeline Issued and Pending 1 GWh Batteries Controlled 20 Patents Technical Partners Additional Key Investors Large and Strategic Investors Large Customers 6
Investment Highlights 7 Origin Story with Substantial IP Moats Proprietary battery intelligence platform rooted in mission-critical, space-derived research, supported by 20 issued & pending patents covering core algorithms and creating durable competitive barriers Scalable, Asset-Light Platform Across All Battery Chemistries Software (cloud + embedded) architecture that is hardware-agnostic, enabling rapid deployment across energy infrastructure, mobility, and advanced battery applications Proven Operational & Financial ROI Across Battery Use Cases Extends battery life to increase revenue generation, reduces capex through optimized battery utilization and sizing, and enables real-time monitoring & control to improve operational and financial ROI Large, Visible Growth Pipeline 5.3 TWh pipeline converting into multi-year, recurring software revenue streams across global battery markets Expanding into Large, High-Growth Battery End Markets Scaling from core BESS & EV deployments into high-margin data centers, robotics, drones, and aerospace & space systems - with 1 GWh of Electra-enabled BESS validated and ready for deployment
BUSINESS OVERVIEW
Catastrophic Failures Reduced Asset Lifespan Asset Value Erosion 30% Cost Increase from Failures From unplanned failures & reactive maintenance across battery systems 3-5 Years of Lost Asset Life Due to inefficient usage, unmanaged degradation & lack of adaptive control 15% ROI Lost Due to limited visibility, static management systems, & hidden degradation Recent Global Battery Infrastructure Failures World's Largest Battery Plant Fire Moss Landing, California (USA) Explosive battery blaze in South Korea 'paralyzes' vital government services Daejeon (South Korea) McMicken BESS Explosion and Fire (Thermal Runaway Incident) Arizona (USA) Large-Scale BESS Fire at Thurrock Project (300MW Site) Essex, United Kingdom The Problem: Systemic Challenges Across Battery Infrastructure 9 These challenges compound across energy, data centers, mobility, and mission-critical battery systems
Our Solution: AI-Driven Battery Intelligence Platform Improves Safety, Extends Lifespan, and Maximizes Battery Value Across All Deployments Impact Reduce Downtime and Predict Failures Extend Battery Life Enhance Safety and Reliability Simplify Compliance (Battery Passport) Maximize Revenue & Battery ROI ELECTRA AI combines AI, machine learning and physics-based modeling to continuously monitor, predict, and optimize battery performance in real time Key benefits Adaptive Learning & Intelligent Modeling: Continuously improves using real-world data to predict battery aging, degradation, performance and failure risk Chemistry-Agnostic Platform: Works across LFP, NMC, solid-state, and emerging battery chemistries at scale Cloud + Embedded Intelligence: Runs both in the cloud and directly on the battery for real-time, adaptive optimization 10
ELECTRA AI's Products: EVE-Ai Software & Embedded Solutions AI-driven Battery Intelligence Across Scalable and Mission-critical Systems 1.5 Billion+ Battery Data Points Processed 4 Million+ Lines of Code 10,000+ Model Parameters Tracked 20 Patents Issued & Pending Software and Cloud Solution Embedded Solution Battery Fleet Analytics • Monitor & optimize battery assets using AI-driven analytics & automation across large-scale & mission-critical deployments • Predict degradation, failures, and performance risk to enable proactive maintenance • Provide insight into increasing battery life to drive more revenue for energy infrastructure use cases 360 Adaptive Controls • Software embedded into battery management system (BMS) for real-time, self-optimizing battery performance • Edge intelligence enables real-time decision making by interpreting signals from sensors, microcontrollers, & actuators in high- reliability, resource-constrained environments Business Model • Subscription or per KWh pricing • Expected 75%+ contribution margins • SaaS-based recurring model • Per-unit pricing • Expected 70%+ contribution margins • Subscription (SaaS) Business Model
How ELECTRA AI Unleashes Battery Performance & Economics AI-driven Intelligence Powering Smarter, Safer, and More Efficient Battery Systems at Scale Advanced State of Health (SoH), State of Charge (SoC) & Remaining Useful Life (RUL) modeling to predict degradation and extend battery lifespan Real-time performance monitoring and intelligent alerts beyond standard BMS for deeper operational asset visibility AI-driven optimization to maximize revenue, improve efficiency, & reduce degradation cost per cycle Early fault, failure and explosion probability detection to minimize downtime, operational costs & safety risks, using advanced models, passive & active controls Data-driven insights for predictive maintenance, smarter capex planning & accessing actionable insights to optimize battery performance Advanced Modelling, Predictive Degradation Performance Benchmarking Maximize Revenue, Minimize Costs Proactive Safety, Minimize Risks Informed Decisions, Smarter Planning 12
ELECTRA AI in Action: Battery Intelligence Across High-Value Applications One Platform Powering Performance, Safety, and ROI Across High-value Battery Systems Data Centers (AI Infrastructure) BESS (Grid-Scale Energy Storage) High-density GPU racks create volatile power profiles Detects early stress signatures before they escalate into outages Maintains continuity for mission-critical compute & AI training environments Resilient uptime for critical infrastructure Revenue depends on precise cycling across fluctuating grid conditions Optimizes charge/discharge to capture arbitrage & grid services value Extends asset life while maximizing lifetime energy throughput Monetization optimization + extended asset value Autonomous Systems (Robotics, Drones & Aerospace) EV Fleets & Mobility Autonomous systems depend on accurate, real-time energy awareness Unifies robotics, drones, and aerospace systems into a single operational intelligence layer Enhances mission planning, endurance, & reliability in complex & mission-critical environments Increased mission duration + operational confidence Performance varies based on driving behavior & environmental conditions Translates real-world usage into precise range forecasting & battery insights Improves vehicle availability & reduces unplanned service events Lower operating costs + improved fleet utilization One platform Consistent outcomes Multiple verticals 13
Case Studies Real-World Results Across Mobility, Energy, and Infrastructure EV-Fleet Managers Optimization & Cost Reduction BESS Operators Optimization & Revenue Uplift Automotive OEMs Precision & Performance Validation Embedded EVE-Ai into Tesla Cybertruck to validate real-world performance, efficiency & battery utilization Deployed EVE-Ai to improve uptime, extend asset life, & increase lifetime revenue Integrated EVE-Ai into production-grade BMS to validate real-world accuracy & system performance +30% Battery Life +20% Range Extension $1,000 saved per year on 15k miles +3 Year Asset Life +15% Annual ROI 40% saved per year on 15k miles State of Charge and State of Health < 1% error Vs industry standard: 5% with peaks of 25% < 5% error Vs industry standard of 9%-15% State of Power Up to 3 Months in Advance Vs industry standard of: No prediction Prediction Faults 14
Selected Customer Engagements Engaged with Leading OEMs, Energy Operators, and Fleet Providers Across Pilot and Commercial Programs Strategic Customer Engagements Underway Mobility • Energy • Infrastructure • Autonomous & Mission-Critical Systems 15
Features and IP Moat Patented EVE-Ai Platform Spanning Cloud Analytics and Embedded Controls 16 20 Patents Issued & Pending | Global Filings Full-stack IP across cloud and embedded layers - driving data scale, deep integration, and long-term defensibility EVE-Ai Cloud - Fleet Analytics EVE-Ai Embedded - Adaptive Controls Chemistry-Agnostic Platform SoH, SoC, SoP estimation and degradation tracking Fault Detection & Risk Analytics Early Anomaly detection and predictive maintenance System Level Optimization Fleet-wide insights and performance optimization across assets Multi-System Energy Control Optimization across complex, multi-battery architectures Smart Charging & Performance Optimization Maximizes lifetime, efficiency, and revenue generation Adaptive BMS Software Real-time control and updates based on system behavior Creates a Scalable Data Moat & SaaS Platform Enables Deep Integration & High Switching Costs
Owning the Battery Intelligence Stack One of the Few Platforms Delivering Full-stack Battery Intelligence Battery Analytics Landscape n ≈ 17-20 System Visibility & Monitoring n ≈ 16 Optimization n ≈ 10 Unified AI + Control Platform n=3 Data visibility + Dashboards Optimization & Controls Hybrid AI (Physics + ML) Across Multiple Verticals 17
Why ELECTRA AI? The Intelligent Layer for Batteries - Driving Performance, Lifespan, and Value Across Industries Business Impact Technology Advantage What we deliver How we win 18 Unlock peak battery performance in real-world conditions Hardware-agnostic across battery platforms Extend battery life beyond standard limits Adaptive across chemistries and use cases Maximize lifetime value of every battery asset Combines physics-based modeling with AI Continuously improves through real-world deployment data Scale across mobility, energy, infrastructure, and mission-critical systems
FINANCIAL OVERVIEW
Use of Proceeds Core Platform Built — Capital Accelerates Expansion Across Large, High-growth Verticals Private Capital SPAC Proceeds 20 Expand Within Existing Verticals • BESS (grid-scale energy storage) • Data centers (AI infrastructure) • EV fleets & mobility Penetrate New Verticals • Robotics & drones (autonomous systems) • Aerospace & mission-critical battery systems Strengthen Platform Leadership & Defensibility • Accelerate Product Innovation & deployment scale • Expand proprietary data moat across battery systems • Execute targeted, high-impact M&A
Illustrative Customer Unit Economics Blended Software (Cloud + Embedded) Model Drives Revenue Expansion Per Customer Current Contract (Baseline) per average customer deployment Contract Structure (Cloud vs Embedded) per average customer deployment Scaled Contract (Target State) per average customer deployment Higher scale + embedded mix = expanding revenue and margin per customer Embedded drives ~11.6x higher contract value vs cloud-only Longer duration + deeper integration = higher LTV BESS 1 MWh E-mobility 1K assets Cloud $3.0K/yr · 3 yrs Embedded $13K/yr · 8 yrs BESS 100 MWh E-mobility 50K assets Gross margin 70-75% Sales cycle 3–18 months Cloud 3 yrs Embedded 8 yrs Embedded integration increases switching costs and lifetime value over time Markets BESS E-mobility Robotics Data Centers Revenue Mix Potential 40% Grid & Renewables 40% Data Centers 20% EV 21
Pipeline Overview 22 Applying Blended Software (Cloud + Embedded) Economics Across a 5.3 TWh Pipeline Stage 3: Contracted & Deploying Stage 1: Early Pipeline (Discovery / Evaluation) 5 TWh High-volume opportunity pipeline Stage 2: Active Engagement (Commercial Structuring) 270 GWh In active conversion 12.5 GWh Revenue realization underway Pipeline progressing toward multi-year, embedded-integrated contracted deployments 5.3 TWh Total Pipeline Opportunity Each GWh deployed converts into multi-year recurring revenue streams US CL IT AE IN UZ TW JP KR Global Pipeline Across High-growth Battery Markets 9 Countries 5 Regions ACTIVE MARKETS
ELECTRA AI's Financial Strengths Cloud + Embedded contracts drive predictable, multi- year recurring software revenue Blended deployments increase contract value ~11.6x vs cloud-only Expected ~70– 75%+ contribution margins driven by software (cloud + embedded) mix No manufacturing capex – asset light, scales across existing battery infrastructure 5.3 TWh pipeline converting into multi-year contracted deployments High-margin, Multi-year Recurring Model with Expanding Revenue Per Deployment Recurring, Multi-Year Revenue Expanding Revenue per Customer High-Margin Model Capital-Light Scaling Visible Growth Pipeline 23
M&A STRATEGY
Accelerating Platform Leadership Through Selective M&A 25 Core Platform Deployed Today – Selective M&A Accelerates Scale, Integration, and Defensibility Expand Control Across the Stack (Where Strategic) Enhance integration across testing, intelligence, and embedded control layers Strengthen Long-Term Defensibility Increase switching costs through deeper system integration and embedded control Increase Revenue Per Deployment Drive higher-value, bundled software (cloud + embedded) solutions across the platform Scale Data & Model Advantage Expand proprietary datasets to continuously improve model performance & predictive accuracy Accelerate Distribution & Market Access Leverage OEM, fleet, robotics, BESS, and emerging aerospace ecosystems to scale adoption faster
Expanding Full-Stack Control: Capability Expansion Framework 26 Targeted M&A Enhances an Already Integrated Battery Intelligence Platform to Accelerate Scale Deepens platform integration, strengthens long-term defensibility, expands high-margin software & embedded revenue streams Data Creation Testing, validation, & proprietary real- world battery datasets Model Intelligence AI models, digital twins, & predictive analytics Physical Control Embedded systems, BMS, & hardware-level integration Data Distribution / Deployment Telematics, fleet connectivity, & scalable integration layers Optimization & Monetization Energy optimization, EMS, & revenue intelligence platforms Illustrative Target Areas • Energy optimization & EMS platforms • Battery modeling, testing & validation platforms • BMS infrastructure • Fleet / telematics infrastructure
Disciplined Capital Deployment Roadmap (5-Year Horizon) 27 Phased M&A Aligned with Platform Scaling, Data Expansion, and Monetization M&A Pipeline Built in Advance to Enable Rapid, Disciplined Execution Phase 1 Phase 2 Scale Data, Distribution Expand Monetization Platform Adoption Revenue Intelligence Execution Discipline • Prioritize high-impact, integration-ready targets • Focus on increasing revenue per deployment & platform stickiness • Maintain flexibility across full acquisitions, majority stakes, & strategic minority investments Active M&A Pipeline & Execution • 15+ acquisition targets identified across the battery intelligence stack • Diligence completed, including strategic fit & valuation frameworks • Active engagement underway with select targets • Focused on assets that expand data moat & monetization
APPENDIX
Our Investors 29
EVE-Ai: Predicting Thermal Runaway Before It Happens Understanding and Predicting Thermal Runaway Mechanical Abuse • Cause: Physical damage (compression & penetration) • What Happens: Internal deformation • Detection: Pressure monitoring Electrical Abuse • Cause: Overcharge or internal short cicruit • What Happens: Rapid internal heating and instability • Detection: Electrochemical Impedance Spectroscopy (EIS), voltage and gas monitoring Thermal Abuse • Cause: Excess heat beyond safe limits • What Happens: Rapid internal heating & instability • Detection: Temperature monitoring Thermal Runaway Prediction Advantage EIS+EVE-Ai predicts thermal runaway faster than traditional methods 30
Types of Battery Faults Detected Identify and Predict Faults Before they Become Safety-critical Events Fault Type Root Cause Detection Electrical Faults Overcurrent, short circuits, resistance changes Voltage drops and abnormal current behavior Thermal Faults Overheating from rapid cycling or poor cooling Rising temperatures and prolonged heat exposure Overcharge / Overdischarge Operating outside safe voltage ranges Voltage spikes or drops under load Accelerated Degradation Abnormal aging and lithium plating Deviation from expected aging patterns Data / Sensor Issues Missing or noisy signals under stress Inconsistent or unreliable data patterns 31
Go-To-Market Strategy Two Complementary Growth Engines Battery Fleet Analytics (BFA) Scalable & Repeatable Growth Engine Scale, Speed, Adoption Fast Market Entry Driven by Data & Usage Expansion Adaptive Controls Embedded, High Margin Growth Engine Depth, Lock-in, Defensibility Deep Integration Drives Long Term Value ARR (SaaS Licensing) Reference Customers Data Collection Pipeline Engine PoC + ARR Fees High switching Long-term scalable revenues Next-gen battery standard Energy Infrastructure (BESS) Fleets & Mobility Asset Operators Automotive OEMs (Tier 1) Advanced Mobility & Robotics Embedded BMS Free Trial Subscription Asset Expansion PoC Joint Development Long-term Licensing 32
Current Board of Directors Fabrizio Martini CEO & Founder 14 patents, 4 World Records for energy storage system performance, Principal investigator DOE, DOD, NASA; Former Director of R&D for novel energy storage systems Marco Morchio Board Member Former Accenture Partner with 30 years in Professional Services, focused on strategy, innovation, and technology. Passionate about value-driven leadership, ethics, and purpose Jacopo Drudi Board Member Operating Partner at United Ventures which targets technology companies in fast- growing sectors where Jacopo has extensive experience in SaaS and food tech, fintech and manufacturing consumer products Niccolo' Camerana Board Observer Principal at Stellantis Ventures, bringing over 20 years of experience from the Automotive industry from the Financial, Business Development and Strategic angles Carsten Hurasky Board Observer SVP of Marketing at BlackBerry's QNX with extensive automotive experience 33
Current Board of Technical Advisors David Mebane Assoc. Professor of Mechanical & Aerospace Engineering West Virginia University Matthias Preindl Assoc. Professor of Electrical Engineering Columbia University Simona Onori Assoc. Professor of Energy Science Engineering Stanford University David Burg Sr Lecturer at Hemdat Academic College / Researcher, The Rockefeller University Baosen Zhang Assoc. Professor Electrical & Computer Eng., University of Washington Physics-Based Continuum- Level Thermodynamic And Kinetic Models Model Predictive Control, Sensorless Control, Optimization, High- Frequency Power Electronics Energy Management Control And Optimization, Battery Aging Modeling; SoH; Life Prediction; Damage Degradation Math & Statistical Model Development; Big Data, Complexity Theory, Multivariate Data And Statistical Analyses Power and Energy Systems, Data Science, Robotics and Controls 34
electrabrain.ai
Exhibit 99.2
ELECTRA AI and Iron Horse Acquisition II Corp. Release Additional Investor Materials
~ Files Investor Presentation Ahead of S-4 Filing ~
~ S-4 Expected to be on File by Week’s End, Reflecting Significant Progress Since Announced Business Combination ~
BOSTON AND BOCA RATON — May 11, 2026 — ELECTRA AI. (“ELECTRA”), the AI “Brain for Batteries”™, and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced the filing of an updated investor presentation in connection with their previously announced definitive Business Combination Agreement (the “BCA”). Upon closing, the combined company is expected to operate as ELECTRA AI and remain listed on Nasdaq under ticker symbol “AIBR”, becoming the world’s first publicly traded pure-play AI Battery Intelligence company.
The updated investor presentation has been filed with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K and is available on the SEC’s website at www.sec.gov.
Transaction Overview
As previously announced on April 21, 2026, ELECTRA and Iron Horse entered into a definitive Business Combination Agreement valued at $250 million+, including earn-out targets. The respective boards of directors of both Electra and Iron Horse have unanimously approved the transaction, which is expected to close in the second half of 2026, subject to approval by Iron Horse’s stockholders, registration with the SEC, and other customary closing conditions.
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 LLP as Electra’s legal counsel.
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™ — 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.
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.
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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, THE UPDATED INVESTOR PRESENTATION, 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 will be contained in the Registration Statement when available.
Media Contacts
ELECTRA
www.electrabrain.ai
Giovanni Rossi – grossi@electravehicles.com
IRON HORSE
www.ironhorseacquisition.com
Bill Caragol – bill@ironhorseacquisition.com
Source: IRON HORSE & ELECTRA AI
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