IRHO 8-K
Iron Horse Acquisition II Corp. (IRHO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
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Item 7.01. Regulation FD Disclosure
On September 30, 2026, Electra Vehicles, Inc., a Delaware corporation (“Electra”) released a newsletter providing an overview of certain recent developments. Electra is currently party to a business combination agreement with Iron Horse Acquisition II Corp. (“IRHO”).
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the newsletter.
The foregoing exhibit is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
The Business Combination will be submitted to shareholders of IRHO for their consideration. In connection with the proposed Business Combination, IRHO and Electra have filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to IRHO’s shareholders as of a record date to be established for voting on the Business Combination and other proposals. IRHO may also file other relevant documents regarding the Business Combination with the SEC. IRHO’s shareholders and other interested persons are advised to read, once available, the Proxy Statement/Prospectus, any amendments thereto and other relevant documents filed with the SEC in connection with IRHO’s solicitation of proxies for its extraordinary meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about IRHO, Electra and the Business Combination. Shareholders may also obtain a copy of the definitive Proxy Statement/Prospectus, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by IRHO, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: IRHO’s Chief Executive Officer at 851 Broken Sound Parkway NW, Suite 230, Boca Raton, FL 33487.
Participants in the Solicitation
IRHO and Electra and certain of their respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i) the directors and executive officers of IRHO is set forth in the IRHO Annual Report on Form 10-K for the year ended November 30, 2025, which was filed with the SEC on February 13, 2026, and (ii) a list of the names of such directors and executive officers of IRHO and Electra, and information regarding their interests in the proposed Business Combination, will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated above.
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Forward-Looking Statements
The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of Electra following the proposed Business Combination; (3) changes in the market for Electra’s services and technology, expansion plans and opportunities; (4) Electra’s unit economics; (5) the sources and uses of cash in connection with the proposed Business Combination; (6) the anticipated capitalization and enterprise value of IRHO following the consummation of the proposed Business Combination; (7) the projected technological developments of Electra; (8) current and future potential commercial and customer relationships; (9) the thesis that battery value is shifting from the cell to the intelligence around it; (10) the expected capabilities, timing and outcomes of the Mooving, MinTech, Omega Seiki Mobility, Propel Industries, Naoris Quantum Protocol and D-Orbit partnerships and collaborations; (11) statements regarding market adoption and investor interest in the battery intelligence category; (12) statements regarding competitive advantages; (13) the capabilities and market reach of the AI Brain for Batteries™ platform; (14) quantified performance claims derived from internal models or projections; (15) the ability to operate efficiently at scale; (16) anticipated investments in capital resources and research and development, and the effect of these investments; (17) the amount of redemption requests made by IRHO’ public shareholders; (18) the ability of Electra to issue equity or equity-linked securities in the future; (19) the failure to achieve the minimum cash at closing requirements; (20) the inability to obtain or maintain the listing of the combined company’s common stock on Nasdaq following the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards in connection with the consummation of the Proposed Business Combination; and (21) expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this release, and on the current expectations of IRHO’s and Electra’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IRHO and Electra. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the IRHO Annual Report on Form 10-K for the year ended November 30, 2025, which was filed with the SEC on February 13, 2026, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that IRHO has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither IRHO nor Electra presently know or that IRHO and Electra currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect IRHO’s and Electra’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. IRHO and Electra anticipate that subsequent events and developments will cause IRHO and Electra’s assessments to change. However, while IRHO and Electra may elect to update these forward-looking statements at some point in the future, IRHO and Electra specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing IRHO’s and Electra’s assessments as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Newsletter dated September 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IRON HORSE ACQUISITION II CORP. | |||
| By: | /s/ Jose Bengochea | ||
| Name: | Jose Bengochea | ||
| Title: | Chief Executive Officer | ||
| Date: September 30, 2026 | |||
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Exhibit 99.1
Top News from ELECTRA AI
The Starting Gun, Not the Finish
Line
Five months after signing our Business Combination Agreement with Iron Horse (Nasdaq: IRHO):
→ New customers: Mooving, Omega Seiki Mobility, Propel Industries
→ New frontiers: grid storage (MinTech), post-quantum security (Naoris Quantum Protocol), space (D-Orbit)
→ One thesis: battery value is shifting from the cell to the intelligence around it
Full press
release:
https://www.businesswire.com/news/home/20260420578230/en/Electra-Vehicles-Inc.-and-Iron-Horse-Acquisition-II-Corp.-Nasdaq-IRHO-Announce-a-Definitive-Business-Combination-Agreement-to-Create-the-Worlds-First-Publicly-Traded-AI-Battery-Intelligence-Company
[VIDEO: ELECTRA AI: Building Momentum on the Path to Nasdaq — https://youtu.be/_r3KPbANVfA]
Every
Pack in the Pool, Accounted For
Mooving, one of India’s smart battery-swapping networks, has selected ELECTRA AI to power battery intelligence across its network.
In swapping, the battery pool is the business. EVE-Ai Battery Fleet Analytics provides Mooving with continuous SoH and RUL analytics, fault detection, and operational guidance for every pack. Deployment is underway.
[LINK CARD: Mooving x ELECTRA AI & IRHO: Battery Intelligence for Swapping]
From
Range Anxiety to Residual Value
In AAA’s latest survey, 62% cite battery repair and replacement costs as the top EV barrier, ahead of price and charging. That’s a measurement problem before a cost problem. Our Head of Marketing and Communications Giovanni Rossi explains in EVreporter where AI is already extending battery life.
[LINK CARD: From Range Anxiety to Residual Value: Where AI Is Extending EV Battery Life]
Out of
the Dark: Battery Fleet Analytics
One pack at a time, present tense only: that’s how battery fleets used to run. Battery Fleet Analytics shows the entire fleet in a single view, including where each battery is headed.
[LINK CARD: Battery Fleet Analytics: Clear Sight into Aging Batteries | ELECTRA AI]
The Era of Dumb Batteries Is Over
AI, energy, and electrification are converging, with the battery at the center. Our CEO Fabrizio Martini explains why batteries need intelligence.
[LINK CARD: Batteries Must Become Intelligent Infrastructure | Fabrizio Martini]
Questions Investors Keep Asking
→ Why now? Three curves crossed: batteries became infrastructure, AI learned to reason about them, and flying blind got expensive
[VIDEO: Questions Investors Keep Asking: Why Now? — https://youtu.be/BeyQHpGfKTM]ù
→ What’s your moat? Not one wall, but a system that compounds: data, approach, range, and market sense
[VIDEO: Questions Investors Keep Asking: What’s Your Moat? — https://youtu.be/v4BCK9W5SIU]
One
More Clip from our Investor Presentation (6)
6) IP and Value Stack
We’re building the AI Brain for Batteries™ platform — making every battery safer, last longer, and deliver more usable energy at scale. From electric propulsion and energy infrastructure to data centers and aerospace, the future of energy runs on batteries. We’re building the intelligence layer that makes them smarter.
[VIDEO: IP and Value Stack (from Sidoti Conference) - https://youtu.be/mJUPMbKL51M ]
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Stay tuned for more updates and insights in our upcoming editions!
Wherever there is a battery, there is the ELECTRA AI BRAIN.
#BatteryIntelligence #AIBrainForBatteries
Certain statements in this newsletter may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Iron Horse’s or Electra’s future financial or operating performance. For example, statements regarding the anticipated timing of closing, expectations regarding the combined company’s business, and potential benefits of the transaction are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. Examples of forward-looking statements included within this newsletter include (a) statements regarding the thesis that battery value is shifting from the cell to the intelligence around it, (b) statements regarding the expected capabilities timing and outcomes of the Mooving, MinTech, Omega Seiki Mobility, Propel Industries, Naoris Quantum Protocol, and D-Orbit partnerships and collaborations, (c) statements regarding market adoption and investor interest in the battery intelligence category, (d) statements regarding competitive advantages or a “moat,” (e) statements regarding the capabilitiesand market reach of the AI Brain for Batteries platform and (f) quantified performance claims derived from internal models or projections. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, those described under the heading “Risk Factors” in Iron Horse’s and Electra’s Registration Statement on Form S-4 filed with the SEC and other documents filed with the SEC by Iron Horse and Electra from time to time. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Iron Horse and Electra and their respective management teams, are inherently uncertain. Nothing in this newsletter should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Iron Horse nor Electra undertakes any duty to update these forward-looking statements, except as required by law.
No Offer or Solicitation
This newsletter does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction, and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed business combination, Iron Horse and Electra have filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a proxy statement/prospectus, and certain other related documents, to be used at the meeting of stockholders to approve the proposed business combination. INVESTORS AND SECURITY HOLDERS OF IRON HORSE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ELECTRA, IRON HORSE, AND THE BUSINESS COMBINATION. The definitive proxy statement will be mailed to shareholders of Iron Horse as of a record date to be established for voting on the proposed business combination and other proposals. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Loeb & Loeb LLP.
Participants in the Solicitation
Iron Horse, Electra, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Iron Horse’s stockholders in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination are contained in the Registration Statement.
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