Form 8-K

8-K — Iron Horse Acquisition II Corp.

Accession: 0001213900-26-058488

Filed: 2026-05-18

Period: 2026-05-14

CIK: 0002051985

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0290877-8k425_iron2.htm (Primary)

EX-2.1 — AMENDMENT TO MERGER AGREEMENT, DATED MAY 14, 2026, BY AND AMONG IRON HORSE ACQUISITION II CORP., ELECTRA VEHICLES, INC. AND IRHO MERGER SUB. INC (ea029087701ex2-1.htm)

EX-99.1 — PRESS RELEASE DATED MAY 15, 2026 (ea029087701ex99-1.htm)

EX-99.2 — LETTER TO SHAREHOLDERS OF ELECTRA VEHICLES, INC. DATED MAY 16, 2026 (ea029087701ex99-2.htm)

GRAPHIC (ea029087701_ex99-2img1.jpg)

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8-K — CURRENT REPORT

8-K (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): May 14, 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 1.01. Entry into a Material Definitive Agreement.

On May 14, 2026, Iron Horse Acquisition II Corp.

(“IRHO”) entered into an Amendment (the “Amendment”) to the Merger Agreement by and among IRHO,

IRHO Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of IRHO (“Merger Sub”), and Electra

Vehicles, Inc., a Delaware corporation (“Electra”) (as it may be amended and/or restated from time to time, the “Merger

Agreement”) entered into by the parties in connection with the proposed business combination between IRHO and Electra (the “Business

Combination”).

Capitalized terms used in this Current Report

on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.

Among other things , the Amendment revises certain

provisions of the Merger Agreement including:

● the definitions of Aggregate Merger Consideration, Company Earnout

Holders, Conversion Ratio;

● the calculation of the Aggregate Merger Consideration and Conversion

Ratio;

● the treatment of the Company Convertible Notes to be issued

in connection with Electra’s bridge financing;

● Minimum Ownership Threshold provisions; and

● the earnout share provisions applicable following the closing

of the Business Combination.

The foregoing description of the Amendment does

not purport to be complete and is qualified in its entirety by the Amendment, which is filed hereto as Exhibit 2.1 and incorporated herein

by reference.

Item 8.01. Other Events.

On May 15, 2026, Iron Horse Acquisition II Corp.,

a Cayman Islands exempted company (“IRHO”), announced they have filed a registration statement (the “Registration

Statement”) on Form S-4 with the Securities and Exchange Commission.

Attached as Exhibit 99.1 to this Current Report

on Form 8-K is a copy of the press release issued by IRHO announcing the filing of the Registration Statement.

On May 16, 2026, Electra Vehicles, Inc. (“Electra”)

issued a letter to its shareholders announcing the filing of the Registration Statement and outlining contemplated steps around the Business

Combination. A copy of the letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

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 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 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

2.1

Amendment to Merger Agreement, dated May 14, 2026, by and among Iron Horse Acquisition II Corp., Electra Vehicles, Inc. and IRHO Merger Sub. Inc.

99.1

Press Release dated May 15, 2026

99.2

Letter to Shareholders of Electra Vehicles, Inc. dated May 16, 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: May 18, 2026

EX-2.1 — AMENDMENT TO MERGER AGREEMENT, DATED MAY 14, 2026, BY AND AMONG IRON HORSE ACQUISITION II CORP., ELECTRA VEHICLES, INC. AND IRHO MERGER SUB. INC

EX-2.1

Filename: ea029087701ex2-1.htm · Sequence: 2

Exhibit 2.1

AMENDMENT TO MERGER AGREEMENT

This AMENDMENT, dated as

of May 14, 2026 (this “Amendment”), to the Merger Agreement (the “Agreement”) dated as of April

21, 2026, by and among Electra Vehicles, Inc., a Delaware corporation (the “Company”), Iron Horse Acquisition II

Corp., a Cayman Islands exempted company limited by shares (which shall de-register from the Register of Companies in the Cayman Islands

by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation

prior to the Closing (as defined in the Agreement)) (“Parent”), and IRHO Merger Sub, Inc., a Delaware corporation

(“Merger Sub,” and together with Parent and the Company, the “Parties”).

WHEREAS, Section 11.2 of

the Agreement provides that the Agreement may be amended by a writing signed by each of the Parties; and

WHEREAS, each of the Parties

desires to amend the Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the

aforesaid premises and of the mutual representations, warranties and covenants contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as set forth below:

Section 1. Amendment

to Agreement.

1.1 Clause (d) of the definition of “Aggregate Fully Diluted

Company Common Stock” in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

“… (d) the aggregate number of shares

of Company Common Stock issuable upon full conversion, exercise or exchange of any other securities of the Company (other than Company

Options and the Company Convertible Notes issued or to be issued by the Company in connection with the Bridge Financing (as such term

is defined in Schedule 4.5(b)) outstanding immediately prior to the Effective Time directly or indirectly convertible into or exchangeable

or exercisable for shares of Company Common Stock.”

1.2 The

definition of “Aggregate Merger Consideration” in Section 1.1 of the Agreement is hereby amended and restated in its

entirety as follows:

““Aggregate Merger Consideration”

means a number of Parent Common Shares equal to the quotient obtained by dividing (a) the Base Purchase Price, by (b) US$10.00, which

Parent Common Shares shall include no more than a number of Parent Class B Common Shares equal to the Conversion Ratio multiplied by 3,994,802.”

1.3 The

definition of “Company Earnout Holders” in Section 1.1 of the Agreement is hereby amended and restated in its entirety

as follows:

““Company Earnout

Holders” means the holders of Company Common Stock (but excluding holders of Dissenting Shares), Company Preferred Stock

and Company Options (whether vested or unvested) as of immediately prior to the Effective Time.”

1.4 The

definition of “Conversion Ratio” in Section 1.1 of the Agreement is hereby amended and restated in its entirety as

follows:

““Conversion Ratio” means the quotient obtained by

dividing (a) the number of Parent Common Shares constituting the Aggregate Merger Consideration, by (b) the number of shares

constituting the Aggregate Fully Diluted Company Common Stock (without regard to the shares described in clause (c) thereof).”

1.5 Section

3.2(c) of the Agreement is hereby amended and restated in its entirety as follows:

“Treatment of Convertible Notes.

Prior to the Closing, the Company’s Board of directors shall adopt such resolutions or take such other actions as may be required

to adjust the terms of all Company Convertible Notes as necessary to provide that, at the Effective Time, each Company Convertible Note

shall be converted into the right to receive a number of Parent Common Shares equal to (i) the Conversion Ratio multiplied by

(ii) the number of shares of Company Common Stock issuable upon conversion of such Company Convertible Note as of immediately prior to

the Effective Time (the “Per Convertible Note Merger Consideration”)”.

1.6 Section

3.2(d) of the Agreement is hereby amended and restated in its entirety as follows:

“Effect on Convertible Notes. At

the Effective Time, all Company Convertible Notes converted pursuant to Section 3.2(c) shall no longer be outstanding and shall

automatically be canceled and shall cease to exist, and each holder of Company Convertible Notes shall thereafter cease to have any rights

with respect to such securities, except the right to receive the Per Convertible Note Merger Consideration.”

1.7 Section

3.6(b) of the Agreement is hereby amended and restated in its entirety as follows:

“The Base Purchase

Price shall be automatically adjusted upwards in increments of $10.00 until the Aggregate Merger Consideration (excluding shares of Parent

Common Stock issuable under Section 3.2(c) and upon the exercise of Converted Stock Options) represents at least 50.1% of the Aggregate

Parent Fully Diluted Shares (the “Minimum Ownership Threshold”). Such adjustment shall be self-executing, shall not

require any further action by any party, and shall be reflected in the Closing Consideration Spreadsheet delivered pursuant to Section

3.5.”

1.8 Section

3.7(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:

“Form and after the Closing until the end of the Earnout Period, as

additional consideration in the Merger in respect of the shares of Company Capital Stock and the Company Options (and without the need

for additional consideration from any holder thereof), the Company Earnout Holders shall be entitled to earn, in accordance with their

respective Earnout Pro Rata Share, up to an aggregate amount of 15,000,000 additional Parent Common Shares (which, for the avoidance of

doubt, shall be issued as Parent Class A Common Shares to Company Earnout Holders who hold exclusively Company Class A Common Stock, Company

Preferred Stock or Company Options and as Parent Class B Common Shares to Company Earnout Holders who hold any shares of Company Class

B Common Stock), in accordance with Sections 3.7(a)(i)(A), 3.7(a)(i)(B) and 3.7(a)(i)(C) (subject to any adjustment

pursuant to Section 3.7(f) the Earnout Shares”)”

Section 2. General

Provisions.

2.1 All

of the provisions of this Amendment shall be effective as of the date of this Amendment. Except to the extent specifically amended hereby,

all of the terms of the Agreement shall remain unchanged and in full force and effect, and, to the extent applicable, such terms shall

apply to this Amendment as if it formed a part of the Agreement.

2.2 After

giving effect to this Amendment, each reference in the Agreement to “this Agreement”, “hereof”, “hereunder”

or words of like import referring to the Agreement shall refer to the Agreement as amended by this Amendment. For the avoidance

of doubt, all references in the Agreement to “the date hereof” or “the date of this Agreement” shall; refer to April

21, 2026.

2.3 The provisions of Article III (Miscellaneous) of the Agreement shall, to the

extent not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to the Agreement as modified by

this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to

be duly executed as of the day and year first above written.

Parent:

IRON HORSE ACQUISITION II CORP.

By:

/s/ Jose Antonio Bengochea

Name:

Jose Antonio Bengochea

Title:

Chief Executive Officer

Merger Sub:

IRHO MERGER SUB, INC.

By:

/s/ Jose Antonio Bengochea

Name:

Jose Antonio Bengochea

Title:

Chief Executive Officer

[Signature Page to the Amendment to the Merger Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to

be duly executed as of the day and year first above written.

Company:

ELECTRA VEHICLES, INC.

By:

/s/ Fabrizio Martini

Name:

Fabrizio Martini

Title:

Chief Executive Officer and Co-Founder

[Signature Page to the Amendment to the Merger Agreement]

EX-99.1 — PRESS RELEASE DATED MAY 15, 2026

EX-99.1

Filename: ea029087701ex99-1.htm · Sequence: 3

Exhibit 99.1

ELECTRA AI and Iron Horse Acquisition II Corp.

(Nasdaq: IRHO) Announce Filing of Registration Statement on Form S-4 with

the SEC in Connection with their Proposed Business Combination

~ Filing Represents a Critical Milestone in

the Business Combination~

~ Combined Company to Operate as ELECTRA AI

and Expected to Trade on Nasdaq under Ticker Symbol “AIBR” ~

BOSTON AND BOCA RATON — May 15, 2026

— ELECTRA AI. (“ELECTRA”), the AI 'Brain for Batteries'™ solutions company, and Iron Horse Acquisition II

Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced the filing of a registration statement on Form S-4 with the Securities

and Exchange Commission (the “SEC”) in connection with their previously announced definitive Business Combination Agreement

(the “BCA”).

While the registration statement has not yet been

declared effective and is subject to revision, it contains essential information regarding the proposed business transaction.

Transaction Overview

As previously announced on April 21, 2026, ELECTRA

and Iron Horse entered into a definitive Business Combination Agreement. The proposed transaction values ELECTRA at an implied equity

value of approximately $250 million+, including earn-out targets. The respective boards of directors of both ELECTRA and Iron Horse have

unanimously approved the transaction, which is expected to close in the second half of 2026, subject to approval by Iron Horse’s

stockholders, registration with the SEC, and other customary closing conditions.

Cantor Fitzgerald acted as underwriter to Iron

Horse in connection with its initial public offering, and Loeb & Loeb LLP is serving as Iron Horse’s legal counsel. Park Avenue

Capital Group Corp. and Roth Capital Partners serve as financial advisors to ELECTRA, with Latham & Watkins LLP as ELECTRA’s

legal counsel.

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.

For more information please visit the ELECTRA website at https://www.electrabrain.ai/.

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.

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,

THE UPDATED INVESTOR PRESENTATION, 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 will be contained in the Registration Statement when available.

Media Contacts

ELECTRA

www.electrabrain.ai

Giovanni Rossi – grossi@electravehicles.com

IRON HORSE

www.ironhorseacquisition.com

Bill Caragol – bill@ironhorseacquisition.com

Source: IRON HORSE & ELECTRA AI

EX-99.2 — LETTER TO SHAREHOLDERS OF ELECTRA VEHICLES, INC. DATED MAY 16, 2026

EX-99.2

Filename: ea029087701ex99-2.htm · Sequence: 4

Exhibit 99.2

ELECTRA AI

110 K St. Suite 330, Boston, MA 02210

w: electrabrain.ai | p: 617.313.7842

e: contact@electrabrain.ai

To our Shareholders:

I am pleased to share an important update regarding

our proposed business combination with Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”).

On May 14, 2026, a Registration Statement on Form

S-4 was filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with our proposed business combination

(the “Registration Statement”).

The Form S-4 is a comprehensive disclosure document

providing investors with detailed information about ELECTRA AI (“ELECTRA”), Iron Horse, and the terms of the proposed transaction.

The SEC’s declaration of effectiveness of the Form S-4 is a key regulatory condition that must be satisfied before the transaction

can close.

Below is an illustrative chronological sequence

of key steps between today and the public listing:

1. SEC

review of the Form S-4, including response to any staff comments and filing of amendments as needed.

2. SEC

declaration of effectiveness of the Form S-4.

3. Mailing

of the definitive proxy statement/prospectus to Iron Horse stockholders.

4. Special

meeting of Iron Horse stockholders to vote on the business combination.

5. Satisfaction

of remaining closing conditions, including Nasdaq listing approval for the combined company’s common stock.

6. Closing

of the business combination.

7. Commencement

of trading of the combined company’s common stock on Nasdaq under the ticker symbol “AIBR.”

This filing does not alter the terms of your

equity interests or require any immediate action on your part. The transaction is expected to close in the second half of 2026, subject

to receiving Electra and Iron Horse shareholder approval and the satisfaction of certain closing conditions. For additional information

relating to the business combination, please read the Registration Statement.

Upon completion of the business combination, the

combined company will operate as a new publicly listed entity, ELECTRA AI, which intends to apply to list its common stock on the Nasdaq

under the ticker symbol “AIBR”, AI-Brain for Batteries.

Reaching this milestone is a testament to the

extraordinary dedication, bold vision, and relentless hard work of the entire Electra team — from our Board of Directors and Strategic

Advisors who have provided invaluable guidance and strategic insight, to our visionary employees whose innovation and tireless execution

have driven our technological breakthroughs every day. We are also deeply grateful to all of our investors, partners, and clients for

their unwavering support, confidence, and belief in our mission to deliver the AI Brain for Batteries™. We are immensely proud of

the progress we have made together.

ELECTRA AI

110 K St. Suite 330, Boston, MA 02210

w: electrabrain.ai | p: 617.313.7842

e: contact@electrabrain.ai

We are committed to keeping you informed and will

issue further communications as milestones are achieved.

Thank you for your continued support, unwavering

confidence, and shared long-term vision in ELECTRA as we enter this exciting new chapter together.

Frequently Asked Questions

In response to questions we have received from

shareholders, we have set out below answers to some of the most common inquiries regarding the proposed business combination. We will

continue to update this section as additional questions arise.

Q. Will ELECTRA be providing regular updates to

shareholders on the progress of the merger?

A. Yes. We are committed to keeping shareholders

informed and will issue further communications as milestones are achieved.

Q. Does the lock-up period apply to all common

shareholders?

A. Yes, the lock-up period applies to all

ELECTRA stockholders following completion of the business combination.

Q. What is the structure of the lockup?

A. ELECTRA shareholders, officers, directors,

and the IRHO SPAC Sponsor are subject to a staggered lock-up releasing in four equal quarterly installments (25% each), beginning with

the first quarterly earnings release at least 120 days post-close, with full release upon the fourth, approximately 12–16 months

post-close. Shares acquired in open market transactions during the lock-up period are not subject to these restrictions.

Q. Are the earn-out shares reserved for active

employees only, or do they apply to all shareholders?

A. The earn-out shares referenced in the

8-K filing apply to all ELECTRA shareholders, not solely to active employees.

Q. How will my existing ELECTRA shares convert

in the business combination?

A. At closing, outstanding ELECTRA shares

will be converted into shares of the combined company on the terms set forth in the Business Combination Agreement. Additional detail

on the conversion mechanics is provided in the Registration Statement.

ELECTRA AI

110 K St. Suite 330, Boston, MA 02210

w: electrabrain.ai | p: 617.313.7842

e: contact@electrabrain.ai

Cautionary Note Regarding Forward-Looking

Statements

Certain statements in this communication may be