Iron Horse Acquisition II Corp.'s SEC filings document material-event disclosure, shareholder voting matters, governance matters, capital structure and SPAC security structure. The filings identify the company as a Cayman Islands blank-check issuer with Nasdaq-listed ordinary shares, units and rights, including units composed of one ordinary share and one right and rights representing one-tenth of an ordinary share.
The company's 8-K disclosures also cover material agreements, board and committee governance matters, emerging growth company status, operating and financial results, and other public-company events connected to its blank-check issuer structure.
Iron Horse Acquisition II Corp. Amendment No. 2 to a Schedule 13G/A states that MMCAP International Inc. SPC and MM Asset Management Inc. jointly report beneficial ownership of 1,500,000 ordinary shares, representing 5.1% of the class. The filing lists shared voting and dispositive power over the reported shares and is signed under a joint filing agreement.
Iron Horse Acquisition II Corp. posted an updated investor presentation in connection with its previously announced business combination with Electra Vehicles, Inc. The presentation and an accompanying press release are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
The companies intend to file a registration statement on Form S-4 that will include a preliminary proxy statement/prospectus and will mail a definitive proxy statement/prospectus to IRHO shareholders as of a record date to be set for the vote on the Business Combination.
Iron Horse Acquisition II Corp. is highlighting its proposed Business Combination with Electra Vehicles, Inc. (ELECTRA AI) through an updated investor presentation and press release. The transaction is described as a definitive Business Combination Agreement valued at over $250 million, including earn-out targets, and has been unanimously approved by both boards. Upon closing, the combined company is expected to operate as ELECTRA AI, remain listed on Nasdaq under the ticker “AIBR,” and position itself as a pure-play AI battery intelligence company. An S-4 registration statement is expected to be filed, with the deal targeted to close in the second half of 2026, subject to shareholder approval, SEC registration, Nasdaq listing requirements, and other customary conditions.
Iron Horse Acquisition II Corp. entered into a merger agreement to combine with Electra Vehicles, Inc., pursuant to which IRHO will domesticate to Delaware and acquire Electra for a Base Purchase Price of $250,000,000 plus the Aggregate Exercise Price, payable principally in Parent Common Shares at a $10.00 per-share reference. Following the Domestication and Merger, IRHO will be renamed Electra AI, Inc..
The transaction contemplates an Earnout Cap of up to 15,000,000 Parent Common Shares payable over a five-year Earnout Period, a requirement that Parent closing cash equal or exceed $30,000,000, and a cap on accrued pre-closing fees of $2,000,000 absent Company consent. The combined company’s initial board will total seven directors, with Electra entitled to designate five.
Iron Horse Acquisition II Corp. is merging with Electra Vehicles, Inc. in a SPAC business combination to create Electra AI, Inc. Iron Horse will first domesticate from the Cayman Islands to Delaware, then its merger subsidiary will combine with Electra, which will become a wholly owned subsidiary.
The Base Purchase Price is $250,000,000 plus the Aggregate Exercise Price, payable in Iron Horse common shares valued at $10.00 per share, with up to 3,994,802 shares as Class B stock. Electra shareholders, optionholders and noteholders will also be eligible for up to 15,000,000 additional earnout shares over a five-year period if milestones are met.
Closing is targeted for the second half of 2026, subject to shareholder approvals, an effective Form S-4, Nasdaq listing approval and at least $30,000,000 of closing cash. After closing, the combined company is expected to trade on Nasdaq under a new ticker and focus on Electra’s AI-powered battery intelligence platform.
Iron Horse Acquisition II Corp. director Wade Thayer filed an initial Form 3 reporting his beneficial ownership in the company. The filing shows that, following the reportable event, he held no ordinary shares of Iron Horse Acquisition II Corp. in direct ownership.
Iron Horse Acquisition II Corp. appointed Thayer Wade as an independent director effective April 8, 2026. Mr. Wade will serve on the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee. The filing notes Mr. Wade co-founded Epiphany Family LLC and previously worked at Vestria Capital and Morgan Stanley, where he helped launch an RIA channel that grew to $100 billion in assets under management.
Iron Horse Acquisition II Corp. reported that it has appointed Thayer Wade as an independent director to its board, effective April 8, 2026. He will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees. The company cites his diverse financial and mergers-and-acquisitions experience as key qualifications.
Iron Horse Acquisition II Corp., a SPAC focused on media and entertainment targets, reports its first quarter as a public company for the period ended February 28, 2026. Total assets were $232.4 million, including $231.5 million of cash and investments held in a Trust Account following its December 2025 IPO of 23 million units at $10.00 each.
The company recorded net income of $1.36 million, driven by $1.64 million of interest earned on Trust Account funds, partially offset by $278 thousand of general, formation and operating costs. Ordinary shares subject to possible redemption totaled 23 million at a redemption value of $10.06 per share. Management concludes it has sufficient liquidity for at least one year but continues to seek a suitable business combination.
As of February 28, 2026, cash outside the Trust Account was $718 thousand and working capital was $717 thousand. Deferred underwriting fees tied to a future business combination were $10.95 million. The company reports that its disclosure controls and procedures were not effective as of quarter-end, although no specific restatements or adjustments are disclosed.
LMR investment entities and principals report owning 1,500,000 ordinary shares of Iron Horse Acquisition II Corp., representing about 5.1% of the outstanding class. The shares are held through LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd, which each acquired 750,000 units in the company’s initial public offering.
Each unit includes one ordinary share and a right to receive one-tenth of an additional share upon completion of the company’s initial business combination. As of December 31, 2025, the reporting persons share voting and dispositive power over these 1,500,000 shares, based on 29,320,000 ordinary shares outstanding as of December 18, 2025.