Iron Horse Acquisition II Corp. filed a current report on November 2, 2026, disclosing an Electra Vehicles, Inc. newsletter and an investor presentation prepared in connection with a potential private investment in public equity (PIPE) financing related to a pending business combination.

Key Highlights

  • Electra newsletter released: Electra Vehicles, Inc. published a newsletter on November 2, 2026, providing an overview of certain recent developments, attached as Exhibit 99.1.
  • Investor presentation filed: An investor presentation dated November 2, 2026, was prepared for use in meetings with potential investors, including in connection with a potential PIPE financing, attached as Exhibit 99.2.
  • No PIPE committed: According to the filing, "no PIPE financing has been committed as of the date thereof."
  • Business combination agreement: Electra is described as "currently party to a business combination agreement with Iron Horse Acquisition II Corp."
  • Registration statement filed: IRHO and Electra have filed a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus, with the Securities and Exchange Commission.
  • Exhibits furnished, not filed: The exhibits are intended to be furnished and are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.

Iron Horse Acquisition II and Electra Vehicles Advance Combination Process

Iron Horse Acquisition II Corp. (NASDAQ:IRHO), a blank-check company incorporated in the Cayman Islands and headquartered at 851 Broken Sound Parkway NW, Suite 230, Boca Raton, FL 33487, filed this current report to furnish two exhibits relating to its proposed business combination with Electra Vehicles, Inc., a Delaware corporation. Electra is described in the filing as a company with a platform called "AI Brain for Batteries," and the filing references that company's work with, among others, Indian battery-swapping fleets and a partnership called Westbrook Racing by Visit Angola in connection with participation in the Miami Races.

The investor presentation, according to the filing, may be used in meetings with potential investors in connection with a potential PIPE financing. The filing explicitly states that no PIPE financing had been committed as of November 2, 2026. The proposed business combination is subject to shareholder approval, and a definitive Proxy Statement/Prospectus is to be mailed to IRHO shareholders as of a record date yet to be established. IRHO's Annual Report on Form 10-K for the year ended November 30, 2025, which was filed on February 13, 2026, is cited as the source for information about IRHO's directors and executive officers.

The filing notes that it is checked as a written communication pursuant to Rule 425 under the Securities Act. The forward-looking statements included in the filing cover a broad range of topics, including projected financial performance of Electra following the proposed business combination, anticipated capitalization and enterprise value of IRHO after consummation, potential earnout shares, and the composition of the combined company's board of directors. The filing specifies that these statements are the company's own and are accompanied by the registrant's cautionary language under the United States Private Securities Litigation Reform Act of 1995.

What Was Disclosed

Iron Horse Acquisition II Corp. furnished a newsletter from Electra Vehicles, Inc. and a joint investor presentation, both dated November 2, 2026, disclosing details about a pending business combination and a potential PIPE financing for which no commitment had been made as of the filing date.