Form 8-K

8-K — Iron Horse Acquisition II Corp.

Accession: 0001213900-26-082446

Filed: 2026-07-29

Period: 2026-07-28

CIK: 0002051985

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0299566-8k425_iron2.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d)

OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date

of earliest event reported): July 28, 2026

IRON HORSE ACQUISITION

II CORP.

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-43021

98-1885362

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

851 Broken Sound Parkway

NW, Suite 230

Boca Raton, FL 33487

(Address of principal executive offices, including zip code)

Registrant’s

telephone number, including area code:

(310) 290-5383

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one ordinary share, $0.0001 par value, and one-right

IRHOU

The Nasdaq Stock Market LLC

Ordinary shares, par value $0.0001 per share

IRHO

The Nasdaq Stock Market LLC

Right-each right entitles the holder thereof to receive one-tenth (1/10) of an ordinary share

IRHOR

The Nasdaq Stock Market LLC

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure

On July 28, 2026, Iron Horse Acquisition II Corp.,

a Cayman Islands exempted company (“IRHO”) and Electra Vehicles, Inc., a Delaware corporation (“Electra”)

issued a press release announcing Electra AI’s contribution to the Volta Foundation’s Applied AI & Data Center Infrastructure

(AIDC) Committee insights paper titled “Where Batteries Can Win in Data Center Applications.”

Attached as Exhibit 99.1 to this Current Report

on Form 8-K and incorporated into this Item 7.01 by reference is the press release.

The foregoing exhibit is intended to be furnished

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing

under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference

in such filing.

Important Information About the Business

Combination and Where to Find It

The Business Combination will

be submitted to shareholders of IRHO for their consideration. IRHO and Electra intend to jointly file a registration statement on Form

S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which

will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”).

A definitive Proxy Statement/Prospectus will be mailed to IRHO’s shareholders as of a record date to be established for voting on

the Business Combination and other proposals. IRHO may also file other relevant documents

regarding the Business Combination with the SEC. IRHO’s shareholders and other

interested persons are advised to read, once available, the preliminary Proxy Statement / Prospectus and any amendments thereto and, once

available, the definitive Proxy Statement/Prospectus, in connection with IRHO’s solicitation of proxies for its extraordinary meeting

of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information

about IRHO, Electra and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy Statement/Prospectus,

once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC

by IRHO, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: IRHO’s Chief Executive

Officer at 851 Broken Sound Parkway NW, Suite 230, Boca Raton, FL 33487.

Participants in the Solicitation

IRHO

and Electra and certain of their respective directors, executive officers and other members of management and employees may be considered

participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i)

the directors and executive officers of IRHO is set forth in the IRHO Annual Report on Form 10-K for the year ended

November 30, 2025, which was filed with the SEC on February 13, 2026, and (ii) a description of the interests of the directors and executive

officers of IRHO and Electra, and the Business Combination, will be contained in the Registration

Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated

above.

Forward-Looking Statements

The disclosure herein includes

certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the

United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as

“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”

“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”

“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and

similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence

of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to,

(1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity;

(2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance

of Electra following the proposed Business Combination; (3) changes in the market for Electra’s services and technology, expansion

plans and opportunities; (4) Electra’s unit economics; (5) the sources and uses of cash in connection with the proposed Business

Combination; (6) the anticipated capitalization and enterprise value of IRHO following the consummation of the proposed Business Combination;

(7) the projected technological developments of Electra; (8) current and future potential commercial and customer relationships; (9) the

ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the effect

of these investments; (11) the amount of redemption requests made by IRHO’ public shareholders; (12) the ability of Electra to issue

equity or equity-linked securities in the future; (13) the failure to achieve the minimum cash at closing requirements; (14) the inability

to obtain or maintain the listing of the combined company’s common stock on Nasdaq following the Proposed Business Combination,

including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards in connection

with the consummation of the Proposed Business Combination; and (15) expectations related to the terms and timing of the proposed Business

Combination. These statements are based on various assumptions, whether or not identified in this release, and on the current expectations

of IRHO’s and Electra’s management and are not predictions of actual performance. These forward-looking statements are provided

for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,

a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict

and will differ from assumptions. Many actual events and circumstances are beyond the control of IRHO and Electra. These forward-looking

statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary

Note Regarding Forward-Looking Statements” in the IRHO Annual Report on Form 10-K for the

year ended November 30, 2025, which was filed with the SEC on February 13, 2026, and/or will be contained in the Registration Statement

and the Proxy Statement/Prospectus when available, and in those other documents that IRHO has filed, or will file, with the SEC.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied

by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither

IRHO nor Electra presently know or that IRHO and Electra currently believe are immaterial that could also cause actual results to differ

from those contained in the forward-looking statements. In addition, forward looking statements reflect IRHO’s and Electra’s

expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. IRHO and Electra anticipate

that subsequent events and developments will cause IRHO and Electra’s assessments to change. However, while IRHO and Electra may

elect to update these forward-looking statements at some point in the future, IRHO and Electra specifically disclaim any obligation to

do so. These forward-looking statements should not be relied upon as representing IRHO’s and Electra’s assessments as of any

date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

No Offer or Solicitation

This Current Report on Form

8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any

jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor

shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation

or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation

regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities

Act, or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated July 28, 2026

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

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: July 28, 2026

EX-99.1 — PRESS RELEASE DATED JULY 28, 2026

EX-99.1

Filename: ea029956601ex99-1.htm · Sequence: 2

Exhibit 99.1

ELECTRA AI Named a

Contributor to Volta Foundation’s AI and Data Center Battery Paper

With a contribution

from ELECTRA AI’s Giovanni Rossi, the paper marks the moment the industry’s value shifts from the cell to the intelligence

around it — the layer ELECTRA’s AI Brain for Batteries™ platform is built for.

BOSTON, MA, BOCA RATON,

Fla., and SAN FRANCISCO, July 28, 2026 -- ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™ company, and Iron Horse

Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced ELECTRA’s contribution to a new insights paper from the Volta

Foundation’s Applied AI & Data Center Infrastructure (AIDC) Committee: “Where Batteries Can Win in Data Center Applications”.

Giovanni Rossi, ELECTRA AI’s Head of Marketing & Communications, served as a contributor.

The paper’s core argument

is that the AI buildout is no longer limited by compute but by power — specifically, by how fast that power can be delivered. With

grid connections now taking more than four years in most U.S. markets, the committee identifies battery storage (BESS) as the fastest

asset available to close the gap: roughly 12 to 18 months to deploy, versus multi-year waits for gas turbines and transformers.

The paper maps where

batteries win, compete, and fall short — which is what makes its central conclusion land. As the cell becomes a commodity, difficulty

climbs to the system level — integration, controls, and dispatch governance. ELECTRA AI sees it plainly: value now lives in how

batteries are monitored, optimized, and controlled. That is what the AI Brain for Batteries™ platform delivers — turning real-time

data into decisions that monitor cell health, optimize dispatch, and control how every asset performs, so operators pull maximum ROI from

a multi-million-dollar system while keeping it safe. Deciding in the moment whether a battery should hold as backup, shave a peak, or

sell into the grid is a problem the industry hasn’t standardized — and precisely the one ELECTRA was built to solve.

“For a decade, the

data center was gated by chips. Now it is gated by power — and by how intelligently that power is managed once it arrives,”

said Giovanni Rossi, Head of Marketing & Communications at ELECTRA AI. “The hard problems are no longer in the cell; they are

at the system level, in how batteries are monitored, optimized, and controlled. That is precisely the layer the AI Brain for Batteries™

platform was built to solve. The era of dumb batteries is over — and this paper is a clear-eyed account of why intelligence, not

chemistry alone, decides the next generation of data-center power.”

The committee also names

three genuinely open questions: whether storage stays a transitional bridge or becomes permanent operational equipment; whether hyperscalers

vertically integrate their energy systems; and how long a data center actually needs. Across all three, the paper notes that storage is

one of the few assets that speaks to both sides of the table — shortening time-to-power for the operator while damping volatility

for the grid.

ELECTRA AI’s participation

reflects a broader thesis the company has advanced across the energy and capital markets: that battery value is increasingly determined

by software and system-level intelligence, and that the operators who win the AI power era will be those who can shape, not merely store,

energy.

The full paper is available

from the Volta Foundation at: https://volta.foundation/committees/committees-ai-datacenters/committee-insights-paper-july-2026/.

About ELECTRA AI

ELECTRA AI is the leading

AI-driven cleantech and B2B software company, accelerating the world’s transition to electrification by unlocking the full potential of

battery technology. ELECTRA AI builds the AI Brain for Batteries™ platform, a unified intelligence layer that enables battery systems

to be monitored, optimized, and controlled across their full lifecycle. By combining Agentic AI, Physical AI, Physics-informed Battery

Modeling with Large Quantitative Models (LQMs), ELECTRA AI transforms batteries from passive hardware into intelligent, adaptive, and

increasingly autonomous assets.

ELECTRA AI powers battery

intelligence across every major battery-powered sector, including Energy Infrastructure (BESS for grid, renewables, and data centers),

autonomous systems (robotics, humanoid, space assets), and e-mobility, helping make electrification safer, more resilient, and more economically

productive. ELECTRA AI was co-founded in 2015 by Fabrizio Martini, inspired by work conducted as a Principal Investigator on NASA projects.

ELECTRA AI has entered

into a definitive business combination agreement with Iron Horse Acquisition II Corp. (Nasdaq: IRHO). The combined company is expected

to list on Nasdaq in the second half of 2026 under the ticker AIBR. More information is available at https://www.electrabrain.ai/investors/.

About Iron Horse Acquisition

II Corp.

Iron Horse Acquisition

II Corp. (Nasdaq: IRHO) (www.ironhorseacquisition.com) is a special purpose acquisition company co-founded by CEO and Chairman

Jose Antonio Bengochea and CFO Bill Caragol. Iron Horse completed its initial public offering in December 2025, raising gross proceeds

of approximately $230 million. Iron Horse was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization, or similar business combination with one or more businesses, with a particular focus on companies in the

AI, media, and technology sectors.

About Volta Foundation

The Volta Foundation

is a non-profit dedicated to advancing the battery industry, convening leaders across research, industry, and policy. Its Applied AI &

Data Center Infrastructure (AIDC) Committee brings together practitioners to publish independent, practitioner-grounded analysis on the

intersection of AI infrastructure and energy storage.

Forward-Looking

Statements

Certain statements in

this press release 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. Such forward-looking statements

are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied

by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable

by Iron Horse and Electra and their respective management teams, are inherently uncertain. Factors that may cause actual results to differ

materially from current expectations include, but are not limited to: (i) the occurrence of any event, change, or other circumstances

that could give rise to the termination of the BCA; (ii) the outcome of any legal proceedings that may be instituted against Iron Horse,

Electra, the combined company, or others following the announcement of the transaction; (iii) the inability to complete the transaction

due to the failure to obtain approval of the stockholders of Iron Horse or to satisfy other conditions to closing; (iv) changes to the

proposed structure of the transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition

to obtaining regulatory approval of the transaction; (v) the ability to meet Nasdaq’s continued listing standards following the

consummation of the transaction; (vi) the risk that the transaction disrupts current plans and operations of Electra as a result of the

announcement and consummation of the transaction; (vii) the ability to recognize the anticipated benefits of the transaction, which may

be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships

with customers and suppliers and retain its management and key employees; (viii) costs related to the transaction; (ix) changes in applicable

laws or regulations; and (x) the possibility that Electra or the combined company may be adversely affected by other economic, business,

and/or competitive factors. Nothing in this press release 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 press release 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.

Media Contacts

ELECTRA AI

www.electrabrain.ai

Giovanni Rossi

– grossi@electrabrain.ai

IRON HORSE

www.ironhorseacquisition.com

Bill Caragol –

bill@ironhorseacquisition.com

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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