Iron Horse Acquisition II Corp 10-Q for FY2026 Q3
Iron Horse Acquisition II Corp. (IRHO)
About this 10-Q
Iron Horse Acquisition II Corp filed this 10-Q on October 9, 2026, covering the quarter ended August 31, 2026 (FY2026 Q3).
Iron Horse Acquisition II Corp. agreed to acquire Electra Vehicles, Inc. for $250,000,000 plus the Aggregate Exercise Price, with earnouts up to 15,000,000 shares, and disclosed substantial doubt about its ability to continue as a going concern. AI summary
Headline figures
Quarter ended August 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $1.88M
- compared with a net loss of $71.47K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
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As of October 9, 2026, there were
IRON HORSE ACQUISITION II CORP.
FORM 10-Q FOR THE QUARTER ENDED AUGUST 31, 2026
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
IRON HORSE ACQUISITION II CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| August 31, 2026 |
November 30, 2025 |
|||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Notes receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Long-term prepaid insurance | ||||||||
| Deferred offering costs | ||||||||
| Cash and investments held in Trust Account | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accrued expenses | $ | $ | ||||||
| Accrued expenses – related party | ||||||||
| Accrued offering costs | ||||||||
| Due to Sponsor | ||||||||
| Promissory note – related party | ||||||||
| Total current liabilities | ||||||||
| Deferred legal fees | ||||||||
| Deferred underwriting fee | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 5) | ||||||||
| Ordinary shares subject to possible redemption, $ | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $ | ||||||||
| Ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
| (1) | |
| (2) |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 1 |
IRON HORSE ACQUISITION II CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended August 31, |
For the Nine Months Ended August 31, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General, formation and operational costs | $ | $ | $ | $ | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest earned on cash and investments held in Trust Account | ||||||||||||||||
| Total other income | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Basic weighted average ordinary shares outstanding, subject to possible redemption | ||||||||||||||||
| Basic net income per ordinary share, subject to possible redemption | $ | $ | $ | $ | ||||||||||||
| Diluted weighted average ordinary shares outstanding, subject to possible redemption | ||||||||||||||||
| Diluted net income per ordinary share, subject to possible redemption | $ | $ | $ | $ | ||||||||||||
| Basic weighted average ordinary shares outstanding, not subject to possible redemption (1)(2) | ||||||||||||||||
| Basic net income (loss) per ordinary share, not subject to possible redemption | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Diluted weighted average ordinary shares outstanding, not subject to possible redemption (1)(2) | ||||||||||||||||
| Diluted net income (loss) per ordinary share, not subject to possible redemption | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| (1) | Includes up to
Such shares were excluded for the three and nine months ended August 31, 2025. |
| (2) |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 2 |
IRON HORSE ACQUISITION II CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2026
| Ordinary Shares – Non-redeemable |
Additional Paid-in |
Accumulated | Total Shareholders’ |
|||||||||||||||||
| Shares(1)(2) | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance — December 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Sale of | ||||||||||||||||||||
| Fair value of rights included in Public Shares | — | |||||||||||||||||||
| Allocated value of transaction costs to Public Rights and Private Placement Units | — | ( | ) | ( | ) | |||||||||||||||
| Accretion for ordinary shares, subject to possible redemption to redemption value | — | ( | ) | ( | ) | ( | ) | |||||||||||||
| Net income | — | |||||||||||||||||||
| Balance — February 28, 2026 | ( | ) | ( | ) | ||||||||||||||||
| Accretion for ordinary shares, subject to possible redemption to redemption value | — | ( | ) | ( | ) | |||||||||||||||
| Net income | — | |||||||||||||||||||
| Balance — May 31, 2026 | ( | ) | ( | ) | ||||||||||||||||
| Accretion for ordinary shares, subject to possible redemption to redemption value | — | ( | ) | ( | ) | |||||||||||||||
| Net income | — | |||||||||||||||||||
| Balance — August 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 3 |
IRON HORSE ACQUISITION II CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (CONT.)
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025
| Ordinary Shares – Non-redeemable |
Share Subscription Receivable from |
Additional Paid-in |
Accumulated | Total Shareholders’ |
||||||||||||||||||||
| Shares(1)(2) | Amount | Shareholder | Capital | Deficit | Deficit | |||||||||||||||||||
| Balance — December 1, 2024 | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||
| Collection of share subscription receivable | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance — February 28, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance — May 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance — August 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| (1) | |
| (2) |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
IRON HORSE ACQUISITION II CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Nine Months Ended August 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Interest earned on cash and investments held in Trust Account | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Long-term prepaid insurance | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Accrued expenses – related party | ||||||||
| Due to Sponsor | ||||||||
| Deferred legal fees | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Investment of cash in Trust Account | ( | ) | ||||||
| Notes receivable | ( | ) | ||||||
| Cash withdrawn from Trust Account for working capital purposes | ||||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of ordinary shares to Sponsor | ||||||||
| Proceeds from sale of Units, net of underwriting discounts paid | ||||||||
| Proceeds from sale of Private Placement Units | ||||||||
| Proceeds from promissory note – related party | ||||||||
| Repayment of promissory note – related party | ( | ) | ||||||
| Repayment of advances from related party | ( | ) | ||||||
| Due to Sponsor | ||||||||
| Payment of offering costs | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net Change in Cash | ||||||||
| Cash – Beginning of period | ||||||||
| Cash – End of period | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Offering costs included in accrued offering costs | $ | $ | ||||||
| Offering cost paid through advances from Sponsor | $ | $ | ||||||
| Offering cost paid by Sponsor | $ | $ | ||||||
| Prepaid expenses applied to offering costs | $ | $ | ||||||
| Accretion of ordinary shares, subject to possible redemption to redemption value | $ | $ | ||||||
| Deferred underwriting fee payable | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 5 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration
Iron Horse Acquisitions Corp. II was incorporated in Delaware on
As noted above, on September 12, 2025, Iron Horse Acquisition II Corp. was incorporated in the Cayman Islands. On September 18, 2025, IRHO SPAC Sponsor LLC (the “Sponsor”), contributed $
Accounting Standards Codification (“ASC”) 805-50, Business Combinations, provides specific guidance on accounting for certain transactions related to business combinations, including asset acquisitions (transactions not meeting the business definition) and pushdown accounting (an optional method to reflect a parent’s acquisition in a subsidiary’s financial statements), and addresses transactions between entities under common control. This transaction is being accounted for as a common control transaction whereby the assets and liabilities are recorded at their historical cost rather than fair value and net assets received are reported retrospectively.
Although the Company initially intended to focus on target companies within the media and entertainment industry, on April 21, 2026, it entered into the Business Combination Agreement with Electra Vehicles, Inc., as described below.
As of August 31, 2026, the Company had not yet commenced any operations. All activity from November 26, 2024 (inception) through August 31, 2026 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company has selected November 30 as its fiscal year-end.
The Initial Public Offering
The registration statement for the Company’s Initial Public Offering was declared effective on December 16, 2025. On December 18, 2025, the Company consummated the Initial Public Offering of
| 6 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration (cont.)
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Transaction costs amounted to $
The Company listed the Units on the Nasdaq Global Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to
Following the closing of the Initial Public Offering, on December 18, 2025, an amount of $
The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, certain interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.
| 7 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration (cont.)
The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide shareholders who acquired ordinary shares sold as part of the units in the Initial Public Offering (“Public Shareholders”) with the opportunity to redeem their Public Shares for a pro rata share of the Trust Account. The holders of the Founder Shares (as defined in Note 6) agreed to vote any shares they then hold in favor of any proposed Business Combination and waived any redemption rights with respect to these shares pursuant to letter agreements executed prior to the Initial Public Offering.
In connection with any proposed Business Combination, the Company will seek shareholder approval of an initial Business Combination at a meeting called for such purpose at which Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the proposed Business Combination. Alternatively, the Company may conduct a tender offer and allow redemptions in connection therewith. If the Company seeks shareholder approval of an initial Business Combination, any Public Shareholder voting either for or against such proposed Business Combination or not voting at all will be entitled to demand that his Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (initially $
If the Company is unable to complete its initial Business Combination and expends all of the net proceeds from the sale of the Private Placement Units not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the initial per-share redemption price for ordinary shares is $
Business Combination Agreement
On April 21, 2026, the Company, entered into a merger agreement (“Business Combination Agreement”), by and among the Company, IRHO Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and 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. The Business Combination Agreement was amended on May 14, 2026 to revise the definition of some terms, calculation of aggregate merger consideration and conversion ratio, treatment of Electra’s convertible notes, minimum ownership threshold provisions and earnout share provisions. Capitalized terms used but not defined in this section have the meanings given to them in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, (a) the Company will domesticate from the Cayman Islands to Delaware (the “Domestication”), and (b) at least one business day following the Domestication, Merger Sub will merge with and into Electra (the “Merger”), after which Electra will be the surviving corporation (the “Surviving Corporation”) and a wholly-owned subsidiary of the Company. In connection with the Merger, the Surviving Corporation will change its name to a name to be mutually agreed by the parties and the Company will change its name to “Electra AI, Inc.”
The Domestication and Merger
In accordance with the Business Combination Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, on the day that is at least one business day prior to the effective time, the Company shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware entity.
In connection with the Domestication, the Company will (i) file a certificate of incorporation with the Secretary of State of the State of Delaware, whereby the Company shall have a dual class common stock consisting of Class A common stock, par value $
| 8 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration (cont.)
In connection with the Domestication, (i) each then issued and outstanding ordinary share of the Company, par value $
The Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties to the Business Combination Agreement and specified in the certificate of merger (the “Effective Time”). The Domestication, the Merger, and other transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “Proposed Business Combination,” the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.”
Merger Consideration and Structure
Pursuant to the Business Combination Agreement, the Company has agreed to acquire all of the equity interests of Electra for the sum of $
The Base Purchase Price shall be automatically adjusted upwards in increments of $
Effect of the Merger
At the Effective Time (i) each share of Electra Capital Stock (as defined below), if any, that is owned by the Company or Merger Sub or Electra (as treasury stock or otherwise), will automatically be cancelled; (ii) each share of Electra Preferred Stock (as defined below) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of IRHO Common Shares equal to: (a) (x) the Conversion Ratio multiplied by (y) the number of shares of Electra Common Stock issuable upon conversion of such share of Electra Preferred Stock as of immediately prior to the Effective Time plus (b) a number of earnout shares equal to the earnout pro rata share in accordance with, and subject to the contingencies set forth in the Business Combination Agreement; (iii) each share of Electra Class A Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive: (x) a number of IRHO Class A Common Shares equal to the Conversion Ratio plus (y) a number of earnout shares equal to the earnout pro rata share in accordance with, and subject to the contingencies set forth in the Business Combination Agreement; and (iv) each share of Electra Class B Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive: (x) a number of IRHO Class B Common Shares equal to the Conversion Ratio plus (y) a number of earnout shares equal to the earnout pro rata share in accordance with, and subject to the contingencies set forth in the Business Combination Agreement. At the Effective Time, all shares of Electra Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Electra Capital Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive a portion of the Aggregate Merger Consideration plus the contingent right to receive their applicable portion of earnout shares in accordance with their earnout pro rata share.
“Electra Capital Stock” means “Electra Common Stock,” consisting of the Class A common stock of Electra, $
| 9 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration (cont.)
“Conversion Ratio” as defined in the amended Business Combination Agreement, means the quotient obtained by dividing (a) the number of IRHO Common Shares constituting the Aggregate Merger Consideration, by (b) the number of shares constituting the Aggregate Fully Diluted Electra Common Stock (without regard to the shares described in clause (c) of the Business Combination Agreement thereof).
“Aggregate Fully Diluted Electra Common Stock” as defined in the amended Business Combination Agreement, means the sum, without duplication, of (a) all shares of Electra Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Electra Common Stock issuable upon full conversion of all Electra Preferred Stock outstanding as of immediately prior to the Effective Time; plus (c) the aggregate number of shares of Electra Common Stock issuable upon exercise of all Electra options that are vested as of immediately prior to the Effective Time; plus (d) the aggregate number of shares of Electra Common Stock issuable upon full conversion, exercise or exchange of any other securities of Electra (other than Electra options and the Electra convertible notes issued or to be issued by Electra in connection with the bridge financing) outstanding immediately prior to the Effective Time directly or indirectly convertible into or exchangeable or exercisable for shares of Electra Common Stock.
Conversion of Merger Sub Capital Stock.
Each share of common stock, par value $
Treatment of Options and Convertible Notes.
At the Effective Time, each Electra option shall be converted into (i) an option to acquire, subject to substantially the same terms and conditions as were applicable under such Electra option (including expiration date, vesting conditions, and exercise provisions), the number of IRHO Class A Common Shares (rounded down to the nearest whole share), determined by multiplying the number of shares of Electra Class A Common Stock subject to such Electra option as of immediately prior to the Effective Time by the Conversion Ratio, at an exercise price per IRHO Class A Common Share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Electra Class A Common Stock of such Electra option divided by (B) the Conversion Ratio, and (ii) the right to receive a number of earnout shares in accordance with, and subject to the contingencies, set forth in the Business Combination Agreement.
At the Effective Time, each Electra convertible note shall be converted into the right to receive a number of IRHO Common Shares equal to (a) (i) the Conversion Ratio multiplied by (ii) the number of shares of Electra Common Stock issuable upon conversion of such Electra convertible note as of immediately prior to the Effective Time.
The Earnout Shares
From the period commencing on the Closing Date and until such date which is the five-year anniversary of the Closing Date (the “Earnout Period”), as additional consideration in the Merger, the holders of Electra Common Stock (but excluding holders of dissenting shares), Electra Preferred Stock, Electra options (whether vested or unvested) (the “Electra Earnout Holders”, as defined in the amended Business Combination Agreement) shall be entitled to earn, in accordance with their respective earnout pro rata share, up to an aggregate amount of
| A. | Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period, (1) over any ten ( |
| B. | Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period, (1) over any ten ( |
| C. | Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period, (1) over any ten ( |
| 10 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration (cont.)
The applicable Earnout Shares will be delivered to the Electra Earnout Holders promptly (within 10 business days) following the date in which any such earnout milestone is achieved. Each earnout milestone shall only occur once, if at all.
Conditions to Closing
The Closing of the Proposed Business Combination is subject to certain customary conditions of the respective parties, including, among other things: (i) approval of the Proposed Business Combination and related agreements and transactions by the respective shareholders of the Company and Electra; (ii) effectiveness of the Registration Statement; (iii) the Company’s initial listing application shall have been conditionally approved for listing on NASDAQ or another national stock exchange; (iv) there shall not have occurred a respective Material Adverse Effect in respect of Electra and the Company that is continuing; (v) that the respective fundamental representations shall be true and correct in all respects; (vi) the Company’s Certificate of Incorporation shall have been filed with, and declared effective by, the Secretary of State of the State of Delaware; (vii) that all respective officer certificates of Electra and the Company are delivered; (viii) all parties shall have executed and delivered to each other a copy of each ancillary agreement to which they are a party; (ix) accrued but unpaid fees, costs and expenses, including fees of outside legal counsel (but excluding the deferred underwriting commission), of the Company parties as of immediately prior to the Closing shall collectively not exceed $
Company Support Agreement
In connection with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Company Support Agreement”) with the Sponsor and Electra, pursuant to which the Sponsor agreed to, among other things, (i) vote all of its IRHO Common Shares in favor of the various proposals related to the Proposed Business Combination and the Business Combination Agreement and any other matters requested by the Company for consummation of the Proposed Business Combination, (ii) vote against any alternative proposal or alternative transaction or any proposal relating to a Proposed Business Combination transaction (other than the Business Combination Agreement, the Merger or any of the transactions contemplated thereby), (iii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Business Combination Agreement or the ancillary agreements and the Merger and the other transactions contemplated thereby), (iv) vote against any change in the business, management or board of directors of the Company (other than in connection with the Business Combination Agreement, the Merger or any of the transactions contemplated thereby), (v) vote against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of the Company Support Agreement, the Business Combination Agreement, the ancillary agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company or the Merger Sub or the Sponsor under the Business Combination Agreement or the Company Support Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Business Combination Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of the Company and (vi) vote in favor of any proposal to extend the period of time the Company is afforded under its organizational documents to consummate an initial Business Combination, in each case, subject to the terms and conditions of the Company Support Agreement.
During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Business Combination Agreement shall be validly terminated in accordance with its terms and (c) the liquidation of the Company, the Sponsor shall not, without the prior written consent of Electra, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the proxy statement/prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any IRHO Common Shares owned by the Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any IRHO Common Shares owned by the Sponsor or (iii) publicly announce any intention to effect any transaction; provided, however, that the foregoing restrictions shall not apply to any permitted transfer (as defined in the Company Support Agreement).
| 11 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration (cont.)
Electra Support Agreement
In connection with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Electra Support Agreement”) with Electra and certain stockholders of Electra (the “Electra Supporting Shareholders”) pursuant to which the Electra Supporting Shareholders agreed to, among other things, (i) vote to adopt and approve, the Business Combination Agreement and the transactions contemplated thereby, (ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Electra (other than the Business Combination Agreement or the ancillary agreements and the Merger and the other transactions contemplated thereby), (iii) vote against any change in the business (to the extent in violation of the Business Combination Agreement), management or board of directors of Electra (other than in connection with the Business Combination Agreement and the transactions contemplated thereby, including the Merger), and (iv) vote against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of the Electra Support Agreement, the Business Combination Agreement, the ancillary agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Electra or the Electra Stockholders under the Business Combination Agreement or the Electra Support Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Business Combination Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of Electra, including the voting rights of any share capital of Electra.
In addition, the Electra Supporting Shareholders agreed that during the period commencing on the date of entry into the Electra Support Agreement until the earliest of (a) the Effective Time, (b) such date and time as the Business Combination Agreement shall be validly terminated in accordance with its terms, each Electra Supporting Stockholder agrees to not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, each with respect to any Electra shares owned by such Electra Supporting Stockholder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Electra shares owned by such Electra Supporting Stockholder, or (iii) publicly announce any intention to effect any such transaction; provided, however, that the foregoing restrictions shall not apply to any permitted transfer (as defined in the Electra Support Agreement).
Lock-Up Agreement
On or before the Closing Date, the Company and Electra will enter into a lock-up agreement with certain stockholders of Electra and the Sponsor, pursuant to which the IRHO Common Shares and any other equity securities convertible into or exchangeable for or representing the rights to receive IRHO Common Shares, if any, held by such holders immediately following the Closing shall be subject to a lock-up for the lock-up period. The lock-up period means the period beginning on the Closing Date and ending in four consecutive equal quarterly installments following the Closing Date, in accordance with the following schedule:
| (a) | one-fourth of the securities subject to the lock-up shall be released from the lock-up upon Electra issuing its first quarterly earnings release that occurs at least |
| (b) | one-fourth of the securities subject to the lock-up shall be released from the lock-up upon Electra issuing its second quarterly earnings release that occurs at least |
| (c) | one-fourth of the securities subject to the lock-up shall be released from the lock-up upon Electra issuing its third quarterly earnings release that occurs at least |
| (d) | one-fourth of the securities subject to the lock-up shall be released from the lock-up upon Electra issuing its fourth quarterly earnings release that occurs at least |
| 12 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration (cont.)
Amended and Restated Registration Rights Agreement
The Business Combination Agreement contemplates that, at the Closing, the Company, Electra, the Sponsor and certain stockholders of Electra (collectively, the “Holders”) will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain IRHO Common Shares that are held by the Holders from time to time, including (a) any outstanding IRHO Common Shares and IRHO Common Shares issued or issuable upon the exercise of any other equity security and any IRHO Common Shares issued or issuable upon the exercise of any equity awards of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Business Combination Agreement); (b) any outstanding IRHO Common Shares, equity awards, Earnout Shares, IRHO Common Shares issued or issuable upon the exercise of any other equity security of the Company acquired by a Holder following the Closing Date to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company; (c) any Additional Holder Common Stock (as defined in the Registration Rights Agreement); and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.
The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by the Company, the Sponsor and the other parties thereto in connection with the Company’s Initial Public Offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities (as defined therein).
On May 14, 2026, the Company entered into an Amendment (the “Amendment”) to the Business Combination Agreement. Among other things, the Amendment revised certain provisions of the Business Combination Agreement including:
| ● | the definitions of Aggregate Merger Consideration, Company Earnout Holders, Conversion Ratio; | |
| ● | the calculation of the Aggregate Merger Consideration and Conversion Ratio; | |
| ● | the treatment of the Company Convertible Notes to be issued in connection with Electra’s bridge financing; | |
| ● | Minimum Ownership Threshold provisions; and | |
| ● | the earnout share provisions applicable following the closing of the Business Combination. |
Going Concern Consideration
As of August 31, 2026, the Company had cash of $
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Financial Statement Presentation — Going Concern,” the Company’s management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited consolidated financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, management has determined that if the Company is unable to complete an initial Business Combination within the Combination Period, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period. There can be no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful.
| 13 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration (cont.)
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the military escalations between the United States and Iran, the ongoing Russia-Ukraine conflict and other similar geopolitical conflicts. Ongoing military escalation between the United States and Iran has heightened risks to critical infrastructure, shipping routes, and energy supplies. Any further deterioration could drive sustained increases in oil prices, disrupt global trade, contribute to macroeconomic instability, and materially heighten the risk of a global recession. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from these geopolitical conditions could reduce the pool of viable attractive target candidates for an initial Business Combination, the military escalations between the United States and Iran, the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on December 18, 2025, the Company’s Current Report on Form 8-K, as filed with the SEC on December 23, 2025, as well as the Company’s Annual Report on Form 10-K for the period ended November 30, 2025, as filed with the SEC on February 13, 2026. The interim results for the three and nine months ended August 31, 2026 are not necessarily indicative of the results to be expected for the year ending November 30, 2026 or for any future periods.
| 14 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 2 — Significant Accounting Policies (cont.)
Principles of Consolidation
Merger Sub, a direct, wholly owned subsidiary of the Company, was incorporated on April 17, 2026 and was formed for the purpose of merging with Electra prior to the transactions contemplated in the Business Combination Agreement to facilitate the consummation of the Proposed Business Combination.
The accompanying consolidated financial statements include the accounts of the Company and Merger Sub. All significant intercompany balances and transactions have been eliminated in the consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Notes Receivable
Notes receivable are stated at the outstanding principal balance, plus accrued interest, if any, net of an allowance for expected credit losses. In accordance with ASC Topic 326, “Financial Instruments — Credit Losses,” the Company measures expected credit losses over the contractual life of the notes on an ongoing basis, considering past-due status, the absence of collateral, the financial condition of the counterparty and reasonable and supportable forecasts. As of August 31, 2026, the entire outstanding principal balance of $
On May 1, 2026 and May 15, 2026, the Company entered into unsecured promissory notes with Electra in connection with a short-term financing arrangement for $
| 15 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 2 — Significant Accounting Policies (cont.)
Cash and Investments Held in Trust Account
As of August 31, 2026 and November 30, 2025, the assets held in the Trust Account, amounted to $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited consolidated balance sheets, primarily due to their short-term nature.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of August 31, 2026 and November 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Effective July 25, 2025, the Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Prior to such date, the Company was a Delaware entity and the provision for income taxes was deemed to be de minimis from November 26, 2024 (inception) through July 25, 2025.
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to the fair value of the Public Rights and then to the ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Rights and Private Placement Units were charged to shareholders’ deficit, as the Share Rights, after management’s evaluation, were accounted for under equity treatment.
Share Rights
The Company accounted for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 480, “Distinguishing Liabilities from Equity,” and FASB ASC Topic 815, “Derivatives and Hedging,” including ASC 815-40-15 and ASC 815-40-25. Accordingly, the Company determined that the Share Rights are not within the scope of ASC 480, are indexed to the Company’s own ordinary shares and meet the conditions for equity classification; the Share Rights are therefore classified within shareholders’ deficit at their fair value at issuance.
| 16 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 2 — Significant Accounting Policies (cont.)
Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of August 31, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited consolidated balance sheets.
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to Public Rights | ( | ) | ||
| Allocated value of transaction costs to ordinary shares subject to possible redemption | ( | ) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | ||||
| Ordinary shares subject to possible redemption, August 31, 2026 | $ |
Net Income (Loss) Per Ordinary Share
The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted net income (loss) per ordinary share does not consider the effect of the
For the nine months ended August 31, 2026, basic net income per non-redeemable ordinary share includes the Founder Shares beginning on December 18, 2025, the date the over-allotment option was fully exercised. Diluted net income per non-redeemable ordinary share treats the Founder Shares as outstanding as of the beginning of the period in which the contingent condition was satisfied. Accordingly, upon the exercise of the over-allotment option on December 18, 2025, the Founder Shares are included in the calculation of diluted net income per non-redeemable ordinary share as if outstanding from the beginning of the period on December 1, 2025.
The following table reflects the calculation of basic and diluted net income(loss) per ordinary share (in dollars, except per share amounts):
| For the Three Months Ended August 31, | For the Nine Months Ended August 31, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Redeemable | Non-redeemable | Redeemable | Non-redeemable | Redeemable | Non-redeemable | Redeemable | Non-redeemable | |||||||||||||||||||||||||
| Basic net income (loss) per ordinary share | ||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||
| Allocation of net income (loss) | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||||||||
| Basic weighted-average shares outstanding | ||||||||||||||||||||||||||||||||
| Basic net income (loss) per ordinary share | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||
| 17 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 2 — Significant Accounting Policies (cont.)
Net Income (Loss) Per Ordinary Share (cont.)
| For the Three Months Ended August 31, | For the Nine Months Ended August 31, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Redeemable | Non-redeemable | Redeemable | Non-redeemable | Redeemable | Non-redeemable | Redeemable | Non-redeemable | |||||||||||||||||||||||||
| Diluted net income (loss) per ordinary share | ||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||
| Allocation of net income (loss) | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||||||||
| Diluted weighted-average shares outstanding | ||||||||||||||||||||||||||||||||
| Diluted net income (loss) per ordinary share | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited consolidated financial statements.
Note 3 — Initial Public Offering
In the Initial Public Offering on December 18, 2025, the Company sold
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of
| 18 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 5 — Commitments and Contingencies
Registration Rights
The holders of the Founders Shares issued and outstanding, as well as the holders of the Private Placement Units, including those to be issued upon conversion of the rights, and any rights the initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on December 16, 2025. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the public and private rights issued to our initial shareholders, officers, directors or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, the underwriter may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement relating to the Company’s Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a Business Combination; provided, however, that the underwriter may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a
The underwriters were entitled to a cash underwriting discount of
Additionally, the underwriters were entitled to a deferred underwriting discount of
Deferred Legal Fee
On March 18, 2026, the Company entered into an agreement with its legal advisor in connection with services rendered associated with the Business Combination Agreement. As of August 31, 2026, the Company had a total of $
Service Provider Agreement
On May 11, 2026, the Company entered into an agreement with a service provider in connection with regulatory filings associated with the Business Combination Agreement. Upon completion of a successful Business Combination, this service provider will be entitled to a success fee of $
| 19 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 6 — Related Party Transactions
Founder’s Shares
On November 29, 2024, Iron Horse Acquisitions Corp. II issued an aggregate of
The Company had initially engaged D. Boral Capital LLC (“D. Boral”) to act as the lead underwriter in connection with the Initial Public Offering. In May 2025, D. Boral and the Company agreed to terminate such engagement, and in consideration therefore, the Sponsor has agreed to transfer
On September 18, 2025, after the Company migrated, by way of continuation, to the Cayman Islands, as more fully described above and in Note 1, the Sponsor contributed $
Promissory Note — Related Party
On October 1, 2025, the Company entered into a promissory note agreement with the Sponsor for $
| 20 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 6 — Related Party Transactions (cont.)
Due from Sponsor
The Company paid the Sponsor an aggregate amount of $
Due to Sponsor
The Sponsor has paid certain offering and operating expenses on behalf of the Company. As of August 31, 2026 and November 30, 2025, the balance due to the Sponsor amounted to $
Reimbursement to Officers
For the three and nine months ended August 31, 2026, the Company incurred $
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the initial shareholders, the Sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes would be paid upon consummation of an initial Business Combination, without interest. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. These loans would be repaid at completion of the initial Business Combination. As of August 31, 2026 and November 30, 2025, Working Capital Loans were outstanding.
Note 7 — Shareholders’ Deficit
Preference Shares
The Company is authorized to issue
Ordinary Shares
The Company is authorized to issue
Rights
Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of a right will be required to affirmatively convert its rights in order to receive one-tenth (1/10) of one share underlying each right (without paying additional consideration).
| 21 |
IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 7 — Shareholders’ Deficit (cont.)
Additionally, in no event will the Company be required to net cash settle the rights. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights. Accordingly, the rights may expire worthless.
Note 8 — Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
At August 31, 2026, cash and investments held in the Trust Account were comprised of $
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at August 31, 2026 and November 30, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | August 31, 2026 | November 30, 2025 | |||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account – money market funds | 1 | $ | $ | |||||||||
The fair value of the Public Rights issued in the Initial Public Offering is $
| December 18, 2025 | ||||
| Unit price | $ | |||
| Stock price | $ | |||
| Pre-adjusted value per right | $ | |||
| Market adjustment(1) | % | |||
| (1) |
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IRON HORSE ACQUISITION II CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
Note 9 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
The
| August 31, 2026 | November 30, 2025 | |||||||
| Cash | $ | $ | ||||||
| Cash and investments held in Trust Account | $ | $ | ||||||
| For the Three Months Ended August 31, | For the Nine Months Ended August 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General, formation and operational costs | $ | $ | $ | $ | ||||||||||||
| Interest earned on cash and investments held in Trust Account | $ | $ | $ | $ | ||||||||||||
The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM reviews the interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.
General, formation and operational costs and interest earned on investments held in Trust Account are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general, formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General, formation and operational costs, as reported on the unaudited consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated financial statements.
On October 2, 2026, the Company collected $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Iron Horse Acquisition II Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to IRHO SPAC Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company initially incorporated as a Delaware corporation on November 26, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses. On July 25, 2025, we transferred, by way of continuation, to the Cayman Islands. On September 12, 2025, Iron Horse Acquisition II Corp. was incorporated in the Cayman Islands. On September 30, 2025, Iron Horse Acquisitions Corp. II merged with Iron Horse Acquisition II Corp., which is the surviving entity, and we are now incorporated as a Cayman Islands exempted company. We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Although we initially intended to focus on target companies within the media and entertainment industry, on April 21, 2026, we entered into the Business Combination Agreement with Electra Vehicles, Inc., as described below.
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Proposed Transactions
On April 21, 2026, we entered into a merger agreement (as amended, the “Business Combination Agreement”), by and among us, IRHO Merger Sub Inc., a Delaware corporation and our direct, wholly owned subsidiary (“Merger Sub”), and 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. The Business Combination Agreement was amended on May 14, 2026 to revise certain defined terms, the calculation of the aggregate merger consideration and the conversion ratio, the treatment of Electra’s convertible notes, the minimum ownership threshold provisions and the earnout share provisions.
Capitalized terms used but not defined in this section have the meanings given to them in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, we will domesticate from the Cayman Islands to the State of Delaware (the “Domestication”) and, at least one business day following the Domestication, Merger Sub will merge with and into Electra (the “Merger”), with Electra surviving the Merger as our wholly owned subsidiary, and we will change our name to “Electra AI, Inc.” The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Proposed Business Combination.”
We have agreed to acquire all of the equity interests of Electra for $250,000,000 plus the Aggregate Exercise Price, as adjusted pursuant to the terms of the Business Combination Agreement, payable in shares of our post-Domestication common stock (the “IRHO Common Shares”) valued at $10.00 per share, subject to automatic upward adjustment until the Aggregate Merger Consideration represents at least 50.1% of the Aggregate Company Fully Diluted Shares. As additional consideration, the Electra Earnout Holders may earn up to an aggregate of 15,000,000 IRHO Common Shares in three equal tranches during the five-year period following the Closing Date, upon achievement of share price milestones of $14.00, $16.00 and $18.00 per share or annual run rate milestones of $45 million, $55 million and $65 million, respectively.
In connection with the execution of the Business Combination Agreement, we entered into the Company Support Agreement with our Sponsor and Electra, and the Electra Support Agreement with Electra and certain of its stockholders, in each case providing for voting and transfer restrictions in support of the Proposed Business Combination. The Business Combination Agreement further contemplates that we will enter into a lock-up agreement with our Sponsor and certain Electra stockholders on or before the Closing Date, and an amended and restated registration rights agreement with the Holders at the Closing.
The Closing remains subject to the satisfaction or waiver of customary closing conditions, including approval by our shareholders and by Electra’s stockholders, effectiveness of the Registration Statement, conditional approval of our initial listing application on NASDAQ or another national securities exchange, our accrued but unpaid fees, costs and expenses (excluding the deferred underwriting commission) not exceeding $2,000,000 without Electra’s prior written consent, and our closing cash equaling or exceeding $30,000,000. There can be no assurance that the Proposed Business Combination will be completed. For additional information regarding the Business Combination Agreement and the related agreements, see Note 1 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 26, 2024 (inception) through August 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash and investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended August 31, 2026, we had a net income of $1,875,969, which consists of interest earned on cash and investments held in the Trust Account of $2,109,367, offset by general, formation and operational costs of $233,398.
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For the nine months ended August 31, 2026, we had a net income of $4,535,965, which consists of interest earned on cash and investments held in the Trust Account of $5,820,815, offset by general, formation and operational costs of $1,284,850.
For the three months ended August 31, 2025, we had a net loss of $71,471, which consists of general, formation and operational costs of $71,471.
For the nine months ended August 31, 2025, we had a net loss of $167,328, which consists of general, formation and operational costs of $167,328.
Liquidity and Capital Resources
On December 18, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 570,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and Cantor Fitzgerald & Co., generating gross proceeds of $5,700,000. Of those 570,000 Private Placement Units, the Sponsor purchased 370,000 Private Placement Units, Cantor Fitzgerald & Co. purchased 200,000 Private Placement Units.
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $230,000,000 was placed in the Trust Account. We incurred transaction costs of $15,590,100, consisting of $4,000,000 of cash underwriting fee, $10,950,000 of deferred underwriting fee, and $640,100 of other offering costs.
For the nine months ended August 31, 2026, cash used in operating activities was $934,273. Net income of $4,535,965 was affected by interest earned on cash and investments held in the Trust Account of $5,820,815. Changes in operating assets and liabilities provided $350,577 of cash for operating activities.
For the nine months ended August 31, 2025, cash used in operating activities was $115,011. Net loss of $167,328 was affected by changes in operating assets and liabilities which provided $52,317 of cash for operating activities.
As of August 31, 2026, we had cash and investments held in the Trust Account of $235,645,815 (including $5,645,815 of interest income, net of $175,000 interest withdrawn from the Trust Account for working capital purposes). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any permitted withdrawals and excluding deferred underwriting commissions), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of August 31, 2026, we had cash of $1,522. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
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In order to finance transaction costs in connection with a Business Combination, the initial shareholders, the Sponsor, or our officers and directors or their affiliates may, but are not obligated to, loan us funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes would be paid upon consummation of an initial Business Combination, without interest. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. These loans would be repaid at completion of the initial Business Combination. As of August 31, 2026, no Working Capital Loans were outstanding.
We may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
As of August 31, 2026, we had $255,000 of notes receivable that were past due. On October 2, 2026, we subsequently collected $150,000 of such notes receivable, with the remaining $105,000 outstanding. We intend to use the proceeds from the collection to fund our working capital needs.
Going Concern
In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Financial Statement Presentation — Going Concern,” our management has determined that we currently lack the liquidity needed to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited consolidated financial statements are issued as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, our management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Our management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the end of the Combination Period. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of August 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
Underwriting Agreement
The underwriters were entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or $10,950,000 in the aggregate. The deferred underwriting discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.
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Deferred Legal Fee
On March 18, 2026, we entered into an agreement with its legal advisor in connection with services rendered associated with the Business Combination Agreement. As of August 31, 2026, we had a total of $413,467 of deferred legal fee incurred to be paid to our legal advisor upon the earlier to occur of (i) the closing of the Business Combination, (ii) the termination of the Business Combination Agreement, and (iii) our liquidation. As of November 30, 2025, there were no deferred legal fee payable. The deferred fee is classified as a non-current liability in the accompanying unaudited consolidated balance sheets.
Service Provider Agreement
On May 11, 2026, we entered into an agreement with a service provider in connection with regulatory filings associated with the Business Combination Agreement. Upon completion of a successful Business Combination, this service provider will be entitled to a success fee of $100,000.
Critical Accounting Estimates
The preparation of the unaudited consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of August 31, 2026.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of August 31, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this Report, our disclosure controls and procedures were not effective as of August 31, 2026, because of the identification of the material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties within account processes due to limited personnel, and (2) insufficient written policies and procedure for accounting, IT, financial reporting and record keeping. In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended August 31, 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K and final prospectus for its Initial Public Offering filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K and final prospectus for its Initial Public Offering filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On December 18, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Cantor acted as sole book-running manager, of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-284331). The Securities and Exchange Commission declared the registration statements effective on December 16, 2025.
Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 570,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and Cantor Fitzgerald & Co., generating gross proceeds of $5,700,000. Of those 570,000 Private Placement Units, the Sponsor purchased 370,000 Private Placement Units, Cantor Fitzgerald & Co. purchased 200,000 Private Placement Units. Each Unit consists of one Private Placement Share and one Private Placement Right to receive one tenth (1/10) of one ordinary share upon the consummation of an initial Business Combination. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Units are identical to the units sold in the Initial Public Offering, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Units, an aggregate of $230,000,000 was placed in the Trust Account.
We incurred a total transaction cost of $15,590,100, consisting of $4,000,000 cash underwriting fee, $10,950,000 of deferred underwriting fee, and $640,100 of other offering costs related to the Initial Public Offering.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on December 18, 2025 and incorporated by reference herein. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IRON HORSE ACQUISITION II CORP. | ||
| Date: October 9, 2026 | By: | /s/ Jose Bengochea |
| Name: | Jose Bengochea | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) and Chairman of the Board | ||
| Date: October 9, 2026 | By: | /s/ William Caragol |
| Name: | William Caragol | |
| Title: | Chief Financial Officer and Director | |
| (Principal Financial and Accounting Officer) | ||
| Date: October 9, 2026 | By: | /s/ Tarron Hecox |
| Name: | Tarron Hecox | |
| Title: | Director | |
| Date: October 9, 2026 | By: | /s/ Daniel Becker |
| Name: | Daniel Becker | |
| Title: | Director | |
| Date: October 9, 2026 | By: | /s/ Thayer Wade |
| Name: | Thayer Wade | |
| Title: | Director | |
| 31 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jose Bengochea, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Iron Horse Acquisition II Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 9, 2026
| /s/ Jose Bengochea | |
| Jose Bengochea | |
| Chief Executive Officer | |
| (Principal Executive Officer) and Chairman of the Board |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William Caragol, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Iron Horse Acquisition II Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 9, 2026
| /s/ William Caragol | |
| William Caragol | |
| Chief Financial Officer and Director | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Iron Horse Acquisition II Corp. (the “Company”) on Form 10-Q for the quarterly period ended August 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Jose Bengochea, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: October 9, 2026
| /s/ Jose Bengochea | |
| Jose Bengochea | |
| Chief Executive Officer | |
| (Principal Executive Officer) and Chairman of the Board |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Iron Horse Acquisition II Corp. (the “Company”) on Form 10-Q for the quarterly period ended August 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, William Caragol, Chief Financial Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: October 9, 2026
| /s/ William Caragol | |
| William Caragol | |
| Chief Financial Officer and Director | |
| (Principal Financial and Accounting Officer) |