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BCS

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 30, 2026, Electra Vehicles, Inc., a Delaware corporation (“Electra”) released a newsletter providing an overview of certain recent developments. Electra is currently party to a business combination agreement with Iron Horse Acquisition II Corp. (“IRHO”).…

Filed Sep 30, 2026Accepted Sep 30, 2026, 8:03 AM EDTCIK 2051985Accession 0001213900-26-104901
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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 filingOct 13, 2026
  2. Regulation FD DisclosureOct 13, 2026
  3. 10-Q filingOct 9, 2026
  4. 425 filingOct 9, 2026
  5. Regulation FD DisclosureOct 9, 2026

Registered securities in this filing

IRON HORSE ACQUISITION II CORP. · 8-K · Filed 2026-09-30

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Units, each consisting of one ordinary share, $0.0001 par value, and one-right

Symbol
IRHOU
Exchange
NASDAQ
Classification
UNIT
Status
Current
Filing context

Context: From2026-09-302026-09-30_custom_UnitsEachConsistingOfOneOrdinaryShare0.0001ParValueAndOnerightMember

Dimensions: us-gaap:StatementClassOfStockAxis

Ordinary shares, par value $0.0001 per share

Symbol
IRHO
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: From2026-09-302026-09-30_custom_OrdinarySharesParValue0.0001PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Right-each right entitles the holder thereof to receive one-tenth (1/10) of an ordinary share

Symbol
IRHOR
Exchange
NASDAQ
Classification
RIGHT
Status
Current
Filing context

Context: From2026-09-302026-09-30_custom_RighteachRightEntitlesHolderThereofToReceiveOnetenth110OfOrdinaryShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000121390026104901 · 3 registered-security cover members

Read the exact SEC filing ↗

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 30, 2026, Electra Vehicles, Inc., a Delaware corporation (“Electra”) released a newsletter providing an overview of certain recent developments. Electra is currently party to a business combination agreement with Iron Horse Acquisition II Corp. (“IRHO”). Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the newsletter. 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. In connection with the proposed Business Combination, IRHO and Electra have filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement/prospectus (a “ Proxy Statement/Prospectus ”). A definitive Proxy Statement/Prospectus will be mailed to IRHO’s shareholders as of a record date to be established for voting on the Business Combination and other proposals. IRHO may also file other relevant documents regarding the Business Combination with the SEC. IRHO’s shareholders and other interested persons are advised to read, once available, the Proxy Statement/Prospectus, any amendments thereto and other relevant documents filed with the SEC 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 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 list of the names of such directors and executive officers of IRHO and Electra, and information regarding their interests in the proposed 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 thesis that battery value is shifting from the cell to the intelligence around it; (10) the expected capabilities, timing and outcomes of the Mooving, MinTech, Omega Seiki Mobility, Propel Industries, Naoris Quantum Protocol and D-Orbit partnerships and collaborations; (11) statements regarding market adoption and investor interest in the battery intelligence category; (12) statements regarding competitive advantages; (13) the capabilities and market reach of the AI Brain for Batteries™ platform; (14) quantified performance claims derived from internal models or projections; (15) the ability to operate efficiently at scale; (16) anticipated investments in capital resources and research and development, and the effect of these investments; (17) the amount of redemption requests made by IRHO’ public shareholders; (18) the ability of Electra to issue equity or equity-linked securities in the future; (19) the failure to achieve the minimum cash at closing requirements; (20) 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 (21) 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 Description Number ────────────────────────────────────────────────────────────────────────────────────────── 99.1 Newsletter dated September 30, 2026 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
Filed exhibits (1)
EX-99.1 (by filename) ea030700901ex99-1.htm

Exhibit 99.1 Top News from ELECTRA AI The Starting Gun, Not the Finish Line Five months after signing our Business Combination Agreement with Iron Horse (Nasdaq: IRHO): → New customers: Mooving, Omega Seiki Mobility, Propel Industries → New frontiers: grid storage (MinTech), post-quantum security (Naoris Quantum Protocol), space (D-Orbit) → One thesis: battery value is shifting from the cell to the intelligence around it Full press release: https://www.businesswire.com/news/home/20260420578230/en/Electra-Vehicles-Inc.-and-Iron-Horse-Acquisition-II-Corp.-Nasdaq-IRHO-Announce-a-Definitive-Business-Combination-Agreement-to-Create-the-Worlds-First-Publicly-Traded-AI-Battery-Intelligence-Company [VIDEO: ELECTRA AI: Building Momentum on the Path to Nasdaq - https://youtu.be/_r3KPbANVfA] Every Pack in the Pool, Accounted For Mooving, one of India’s smart battery-swapping networks, has selected ELECTRA AI to power battery intelligence across its network. In swapping, the battery pool is the business. EVE-Ai Battery Fleet Analytics provides Mooving with continuous SoH and RUL analytics, fault detection, and operational guidance for every pack. Deployment is underway. [LINK CARD:…

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