Iron Horse Acquisition II Corp. filed a current report on Form 8-K on November 2, 2026, disclosing a newsletter from Electra Vehicles, Inc. and an investor presentation prepared in connection with a proposed business combination and a potential private investment in public equity financing.

Key Highlights

  • Business combination agreement: Electra Vehicles, Inc., a Delaware corporation, is currently party to a business combination agreement with Iron Horse Acquisition II Corp.
  • Investor presentation dated November 2, 2026: The presentation was prepared for use in meetings with potential investors, including in connection with a potential PIPE financing.
  • No PIPE committed: According to the filing, "no PIPE financing has been committed as of the date thereof."
  • Registration Statement filed: IRHO and Electra have filed a registration statement on Form S-4 with the SEC, which includes a preliminary proxy statement/prospectus.
  • Shareholder vote required: The business combination will be submitted to shareholders of IRHO for their consideration at an extraordinary meeting.
  • Exhibits furnished, not filed: The attached newsletter and investor presentation are furnished under Regulation FD and are not deemed "filed" for purposes of Section 18 of the Exchange Act.

Iron Horse Acquisition II and Electra Vehicles Advance Proposed Merger With PIPE Outreach

Iron Horse Acquisition II Corp. (NASDAQ:IRHO), a blank check company incorporated in the Cayman Islands, disclosed on November 2, 2026 that Electra Vehicles, Inc. released a newsletter covering recent developments related to the proposed business combination between the two companies. Electra Vehicles is described in the filing as a Delaware corporation whose technology includes the "AI Brain for Batteries" platform, which the forward-looking statements section references in connection with battery management and energy storage applications.

In addition to the newsletter, the filing indicates that IRHO and Electra jointly prepared an investor presentation dated November 2, 2026, intended for use in meetings with potential investors. The presentation was prepared partly in connection with a potential PIPE financing, though the filing states explicitly that no such financing had been committed as of the filing date. The combined disclosures were furnished as Exhibits 99.1 and 99.2 to the current report and incorporated into Item 7.01 under Regulation FD.

According to the filing, IRHO and Electra have filed a Form S-4 registration statement with the SEC that includes a preliminary proxy statement/prospectus. A definitive proxy statement/prospectus is expected to be mailed to IRHO shareholders as of a record date to be established for voting on the business combination and related proposals. IRHO's annual report on Form 10-K for the year ended November 30, 2025 was filed on February 13, 2026, and contains information on its directors and executive officers relevant to the solicitation. The filing notes that certain directors, officers, and employees of both IRHO and Electra may be considered participants in the proxy solicitation under SEC rules.

What Was Disclosed

Iron Horse Acquisition II Corp. furnished a Regulation FD disclosure attaching a newsletter from Electra Vehicles and a joint investor presentation, both dated November 2, 2026, relating to the proposed business combination and a potential, uncommitted PIPE financing.