IRHO 8-K
Iron Horse Acquisition II Corp. (IRHO)
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
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(
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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 August 31, 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. 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 | Newsletter dated August 31, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: August 31, 2026
3
Exhibit 99.1
Home My Network Jobs Messaging 16 Notifications Me For Business Electra News 3,685 subscribers Subscribed Top News from ELECTRA AI August 2026 ELECTRA AI 11,201 followers August 31, 2026 🔮 From Reacting to Failure to Predicting It for Stationary Storage Applications MinTech, Korea's KOSDAQ-listed battery diagnostics and testing technology specialist, has entered a technical collaboration with ELECTRA AI on AI-powered risk prediction for BESS. MinTech's data flows into the ELECTRA AI Brain for Batteries™ platform, where it becomes real-time state diagnosis, deep analytics, and risk prediction — turning operational data into predictive insight. Together, earlier and clearer visibility into battery health. Battery Intelligence the Whole Chain Can See Omega Seiki Mobility, one of India's leading makers of electric three- wheelers and commercial EVs, is now working with ELECTRA AI. Edit article View stats View post ELECTRA AI x Mintech: AI-Powered BESS Risk Prediction ELECTRA AI and Mintech launch a technical collaboration pairing battery diagnostics with the AI Brain for Batteries™ — moving BESS operators... Electra
The AI Brain for Batteries™ platform is designed to deliver real-time State of Health intelligence into OSM's dashboard — and to the financiers, retailers, and fleet operators they serve: better warranty confidence, smarter future vehicles, and earlier fault detection. Turning data into trust across the whole ecosystem! 🎤 The Category the Market Is Watching At the Battery Forum promoted by the Volta Foundation, Giovanni Rossi, Head of Marketing & Communications, supported by Pietro Mosca, Director of Advanced Engineering, presented "The AI Battery Intelligence Layer the Market Is Watching" — to 90+ senior professionals, one of the largest audiences the Forum has hosted. Batteries are becoming software-defined assets, and the intelligence running on top of them is where the next decade of value will be created. That's the AI Brain for Batteries™ platform. The category is no longer emerging. It's arriving. The Era of Dumb Batteries Is Over! Your BESS Has a Brain. But Can It Feel? Peter Kei, PhD, Battery Modeling Developer, on why integration — not intelligence alone — is the missing link between AI models and real-world impact in storage. From predictive maintenance to uptime and ROI. 📣 Batteries Don't Just Need to Be Bigger. They Need to Be Smarter. Omega Seiki Mobility x ELECTRA AI: Smarter EV Batteries Omega Seiki Mobility partners with ELECTRA AI to bring real-time battery intelligence to its EV ecosystem — improving performance, financing... Electra #electraai #irho #batteryintelligence #datacenter |... Two months ago at the Battery Forum, our Head of Marketing & Communications, Giovanni Rossi, supported by Pietro Mosca, director of Advanced... LinkedIn Your BESS Has a Brain, But Can It Feel? Discover how Electra's AI-Brain for Batteries integrates intelligence into BESS, boosting uptime, safety, and ROI with system-wide optimization. Electra
Giovanni Rossi featured in The Energy Pioneer #ClimateTech series by Otto Gunderson, on how software is reshaping energy use — alongside Wärtsilä Energy, Parameter, GridRails AI, and Leap. 🎬 Two More Clips from our Investor Presentation (4 and 5) 4) The problem and the solution — 30% cost increase from unplanned failures. 3–5 years of lost asset life. 15% of ROI eroded by static management. These compound across energy, data centers, mobility, and mission-critical systems. 5) ELECTRA AI in action — advanced modeling and predictive degradation, performance benchmarking, revenue maximization, proactive safety, data-driven planning. Five outcomes, one intelligence layer. Stay tuned for more updates and insights in our upcoming editions! Wherever there is a battery, there is the ELECTRA AI BRAIN. #BatteryIntelligence #AIBrainForBatteries Certain statements in this newsletter 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, ClimateTech Series: Software Advancements and Energy Use The ability of software to analyze data and make real-time decisions has reshaped electricity use across applications ranging from electric vehicles... The Energy Pioneer The problem & the solution | ELECTRA AI 🎥 A glimpse into ELECTRA AI from our recent investor presentation. Clip 4 → 🚀 Battery industry Problems and Solution: ELECTRA AI Brain. We're... LinkedIn ELECTRA AI in Action & the Value It Delivers | ELECTRA AI 🎥 A glimpse into ELECTRA AI from our recent investor presentation. Clip 5 → 🚀 ELECTRA AI in Action & the Value It Delivers We're building the ... LinkedIn
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. Examples of forward -looking statements included within this newsletter include (a) statements regarding the expected capabilities and outcomes of the MinTech and OSM collaborations, (b) statements regarding market adoption and investor interest in the battery intelligence category, and (c) quantified performance claims derived from internal models or projections. 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. Nothing in this newsletter 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 newsletter 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 have filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which includes a proxy statement/prospectus, and certain other related documents, to be used at the meeting of stockholders to approve the proposed business combination. INVESTORS AND SECURITY HOLDERS OF IRON HORSE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ELECTRA, IRON HORSE, AND THE BUSINESS COMBINATION. The definitive proxy statement will be mailed to shareholders of Iron Horse as of a record date to be established for voting on the proposed business combination and other proposals. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC's website at www.sec.gov, or by directing a request to: Loeb & Loeb LLP. 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 are contained in the Registration Statement. Electra News The latest innovations and developments from the leaders in applied Ai for battery packs Paolo, Revathi and 203 connections are subscribed 3,685 subscribers Comments 8 · 2 comments · 3 reposts Like Comment Share Add a comment... Most recent Tarun Khetarpal • 1st 25m Automotive Industry Business Leader | Engineering Services, Technol... A brilliant August indeed! And many more to come! So proud of being part of the growing trajectory we are on. Rocketship!! Like Reply Giovanni Rossi • You 11m CMO | Brand, Growth, Product & Capital | Scaling AI, Tech & Energy C... Great momentum across partnerships, BESS, AI and battery intelligence. Excited to see ELECTRA AI continuing to expand both its technology and market impact! Like Reply 1 impression Subscribed