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Current Report · Items 7.01, 9.01 · 8-K

Iron Horse Acquisition II Corp.

IRHONASDAQEQUITYCurrent

Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On September 22, 2026, Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“ IRHO ”) and Electra Vehicles, Inc., a Delaware corporation (“ Electra ”) issued a press release announcing a recap of milestones achieved since IRHO and Electra entered into that certain Merger Agreement, dated as of April 21, 2026, as amended.…

Filed Sep 22, 2026Accepted Sep 22, 2026, 7:55 AM EDTCIK 2051985Accession 0001213900-26-101964
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Company context

We are a blank check company incorporated in the Cayman Islands as an exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On November 26, 2024, we initially incorporated in Delaware as Iron Horse Acquisitions Corp. II. On July 25, 2025, Iron Horse Acquisitions Corp. II migrated, by way of continuation, to the Cayman Islands and became a Cayman Islands exempted company, and as of the date of this prospectus will have elected to liquidate for U.S. federal income tax purposes via the making of an entity classification election effective as of July 25, 2025. On September 12, 2025, Iron Horse Acquisition II Corp. was incorporated in the Cayman Islands. On September 30, 2025, Iron Horse Acquisitions Corp. II was merged with and into Iron Horse Acquisition II Corp, which is the surviving entity and our continuing company.

Current securities

Recent company filings

  1. 425 filingSep 22, 2026
  2. 425 filingSep 1, 2026
  3. Regulation FD DisclosureSep 1, 2026
  4. 425 filingAug 31, 2026
  5. 8-K filingAug 31, 2026

Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure On September 22, 2026, Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“ IRHO ”) and Electra Vehicles, Inc., a Delaware corporation (“ Electra ”) issued a press release announcing a recap of milestones achieved since IRHO and Electra entered into that certain Merger Agreement, dated as of April 21, 2026, as amended. Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the press release. The foregoing exhibit is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “ Securities Act ”), except as expressly set forth by specific reference in such filing. Important Information About the Business Combination and Where to Find It The Business Combination will be submitted to shareholders of IRHO for their consideration. IRHO and Electra 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. These outcomes are subject to successful integration, technology performance, market conditions, and other factors beyond the parties’ control. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, statements regarding the proposed business combination between IRHO and Electra (the “ Business Combination ”), the expected timing of the closing of the Business Combination, the post-closing trading of securities under the ticker symbol “AIBR” on The Nasdaq Stock Market, and Electra’s growth strategies, market opportunities, and anticipated future performance. These statements are based on various assumptions, whether or not identified in this release, and on the current expectations of IRHO’s and Electra’s management and are not predictions of actual performance. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the IRHO Annual Report on Form 10-K for the year ended November 30, 2025, which was filed with the SEC on February 13, 2026, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that IRHO has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither IRHO nor Electra presently know or that IRHO and Electra currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect IRHO’s and Electra’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. IRHO and Electra anticipate that subsequent events and developments will cause IRHO and Electra’s assessments to change. However, while IRHO and Electra may elect to update these forward-looking statements at some point in the future, IRHO and Electra specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing IRHO’s and Electra’s assessments as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements. No Offer or Solicitation This Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description Number ──────────────────────────────────────────────────────────────────────────────────── 99.1 Press Release dated September 22, 2026 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
Filed exhibits (1)
EX-99.1 (by filename) ea030611001ex99-1.htm

Exhibit 99.1 ELECTRA AI and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) Report Sustained Commercial and Strategic Momentum Since Announcing Their Proposed $250 Million+ Business Combination Agreement Growing commercial traction, expanding global partnerships, and continued progress toward the anticipated Nasdaq listing under “AIBR”. BOSTON, MA, BOCA RATON, Fla. - September 22, 2026 - ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™ platform, and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced a recap of the milestones achieved since the companies entered into their definitive Business Combination Agreement (the “BCA”) on April 21, 2026 - a transaction valued at $250 million+, including earn-out targets, that is expected to create the world’s first publicly traded pure-play AI Battery Intelligence company, giving public-market investors their first direct exposure to the intelligence layer of the global battery economy. In the months since signing, ELECTRA has continued to execute against its category-defining thesis: that value in the battery industry is shifting from the cell to the intelligence around it. New deployments span heavy mining f

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