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Form 8-K

sec.gov

8-K — Iron Horse Acquisition II Corp.

Accession: 0001213900-26-084913

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0002051985

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): August 4, 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

August 4, 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 that TapFin, India’s AI-native battery

data intelligence platform, has selected EVE-Ai Battery Fleet Analytics to strengthen the battery-level intelligence TapFin delivers

to lenders, OEMs, operators, and sustainability ecosystem players.

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.

1

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 August 4, 2026

104

Cover

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

2

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:

August 4, 2026

3

EX-99.1 — PRESS RELEASE DATED AUGUST 4, 2026

EX-99.1

Filename: ea030032801ex99-1.htm · Sequence: 2

Exhibit

99.1

Iron Horse Acquisition

II Corp. Announces ELECTRA AI Selected by TapFin to Power Battery Intelligence for Lenders, OEMs, and Operators

ELECTRA AI Brain

for Batteries™ platform will power battery monitoring and optimization across TapFin's data intelligence platform

BOSTON, MA, BOCA RATON,

Fla., and MUMBAI, India — August 4, 2026 — ELECTRA AI ("ELECTRA"), the AI Brain for Batteries™ platform,

and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) ("Iron Horse") today announced that TapFin, India's AI-native battery data

intelligence platform, has selected EVE-Ai Battery Fleet Analytics to strengthen the battery-level intelligence TapFin delivers to lenders,

OEMs, operators, and sustainability ecosystem players.

TapFin turns telemetry,

battery health, and utilization data into actionable intelligence across the asset lifecycle. With EVE-Ai Battery Fleet Analytics, TapFin

adds a research-grade battery-science layer — continuous State of Health (SoH) and Remaining Useful Life (RUL) analytics, fault

detection, and operational guidance

"India is one of

the most dynamic EV markets in the world, and TapFin is building exactly the intelligence layer the ecosystem needs. Embedding our battery

analytics into their platform means lenders, OEMs, and operators can make sharper, more confident decisions about the assets they finance

and run," said Fabrizio Martini, CEO and Co-Founder at ELECTRA AI.

Deployment is underway.

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.ironhorseacquisitions.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 TapFin

TapFin is India's AI-native

battery data intelligence, risk management, and lifecycle management platform for lenders, OEMs, operators, and sustainability ecosystem

players. Learn more at https://tapfin.in/.

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.

2

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.ironhorseacquisitions.com

Bill Caragol – bill@ironhorseacquisition.com

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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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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- Definition

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

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X

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

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Period Type:

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X

- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

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Period Type:

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X

- Definition

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Data Type:

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Balance Type:

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X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

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X

- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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- Details

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- Details

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