Iron Horse Acquisition II Corp.

Exhibit 99.1 reports that TapFin has selected ELECTRA AI’s EVE-Ai Battery Fleet Analytics to integrate continuous State of Health and Remaining Useful Life tracking into its battery data platform. Fabrizio Martini, CEO and Co-Founder of ELECTRA AI, stated India represents 'one of the most dynamic EV markets' and asserted that embedding these analytics enables lenders, OEMs, and operators to make 'sharper, more confident decisions about the assets they finance and run,' adding that deployment is underway. The press release characterizes the platform as fusing Agentic AI, Physical AI, Physics-informed Battery Modeling, and Large Quantitative Models to serve energy infrastructure (BESS for grid, renewables, and data centers), autonomous systems (robotics, humanoid, space assets), and e-mobility. Key personnel are identified as Fabrizio Martini (Co-Founder/CEO), Jose Antonio Bengochea (CEO/Chairman), and Bill Caragol (CFO). Regarding capital formation, Iron Horse discloses its December 2025 IPO raised gross proceeds of approximately $230 million. The filing also catalogs forward-looking risk exposures, warning that the transaction carries potential for BCA termination, unanticipated litigation, failure to secure minimum cash-at-closing thresholds, reliance on sustaining commercial relationships, and vulnerability to macroeconomic or competitive headwinds.

Substantively, the attached newsletter reports that Indian equipment maker Propel Industries selected the ELECTRA AI Brain for Batteries platform for its expanding electric fleet of EV dumper trucks and tractor-trailers, with deployment underway. Citing the MarketsandMarkets™ Battery Management System Market - Global Forecast (2026), the newsletter projects global market sizes of ~$1.4T for mobility by 2029, near $914B for data centers, $128B for robotics, and $96B for grid storage. Describing its technology strategy, the filing states the platform is hardware-agnostic, adaptive across chemistries, and uses physics-based modeling combined with AI to shift industry focus from monitoring accuracy to prediction quality. Via a Volta Foundation committee paper, Electra AI Head of Marketing Giovanni Rossi notes that AI buildouts face power bottlenecks rather than compute limits, stating grid connections take 4+ years compared to 12-18 months for storage deployment. The newsletter also acknowledges support from MassChallenge, Accelerate Mass, Cleantech Open Northeast / ACT, TiE ScaleUp, and Elevator by Endeavor. Standard forward-looking disclaimers apply, directors and officers are noted as solicitation participants, and investors are directed to Loeb & Loeb LLP for proxy materials.

This 425 filing advances the merger timeline by cementing the S-4 and proxy mailing sequence, which dictates when redemption notices and proxy materials will reach IRHO shareholders, thereby establishing the operational window for capital preservation decisions before the AIBR transition. By formally cataloging exchange and financial risks tied to excessive redemptions jeopardizing listing compliance and minimum cash thresholds, the document signals that any shortfall in retention will directly test the deal’s financial viability and may trigger sponsor or third-party countermeasures. Meanwhile, Electra’s positioning around intelligence-layer software and physics-informed modeling over hardware commoditization alters investor expectations for post-merger capital intensity, customer acquisition costs, and recurring revenue stability. Public shareholders should await the definitive proxy statement to determine precise record dates, tender deadlines, and any structural protections deployed to safeguard trust value against withdrawal pressure.

This filing confirms the definitive deal terms with Electra Vehicles, a key milestone for shareholders assessing redemption risk, trust value, and the path to completion. The trust value per share is $10.15 at May 31, 2026, with interest accumulating. The Sponsor support agreement ensures 20% of the vote, reducing deal uncertainty. The past-due notes receivable to Electra ($255k) and the condition requiring $30M cash at close are notable risks. The going concern warning highlights the deadline pressure (Dec 18, 2027).

The attached Investor Presentation, attributed to Electra’s management team, provides commercial and technical disclosures intended to inform shareholder voting decisions. Presentations outline a 5.3 TWh total pipeline spanning 9 countries and 5 regions, segmented into 5 TWh in early discovery, 270 GWh in active engagement, and 12.5 GWh in contracted and deploying stages. Unit economics described by Electra leadership detail a blended software model generating $3.0K/yr for cloud deployments and $13K/yr for embedded deployments over average terms of 3 years and 8 years respectively, producing approximately 11.6x higher contract value for embedded arrangements. Projected gross margins sit at 70-75% with a 3- to 18-month sales cycle. Go-to-market strategy emphasizes expanding from core grid-scale storage and EV fleets into robotics, drones, data centers, and aerospace systems. Technology claims center on a chemistry-agnostic, AI-driven battery intelligence platform combining cloud analytics with embedded adaptive controls, supported by 20 issued and pending patents. The press release confirms Cantor Fitzgerald served as IRHO’s IPO underwriter, while Park Avenue Capital Group Corp. and Roth Capital Partners act as Electra’s financial advisors, with Loeb & Loeb LLP and Latham & Watkins LLP providing legal counsel. These figures, strategic expansions, and advisory lineups establish the operational and financial context IRHO shareholders will weigh when casting redemption or approval votes ahead of the proxy mailing.

The attached materials deliver substantive commercial, technological, and financial projections that proxy shareholders will evaluate when deciding to retain or redeem public shares. According to the press release and the attached investor presentation prepared by the combined companies’ management, the definitive Business Combination Agreement is valued at more than $250 million, incorporating earn-out targets. The presentation attributes a 5.3 TWh global pipeline to the target company, projects the mission-critical intelligent battery management segment growing from $12.5B in 2023 to over $27B by 2029, and outlines a blended software model claiming approximately 11.6 times higher contract value for embedded integrations versus cloud-only deployments. Executive claims detailed in the deck include a chemistry-agnostic architecture operating across LFP, NMC, and solid-state systems, twenty issued and pending patents, case study results citing up to a 30% increase in battery life, a 20% range extension, a 3-year asset life addition, a 15% annual ROI uplift, 40% improved uptime, state-of-health accuracy under a 1% error rate versus a 5% industry standard, predictive fault capabilities extending up to 3 months out, blended gross margins between 70% and 75%, sales cycles ranging from 3 to 18 months, and a five-year horizon M&A roadmap identifying 15 or more acquisition targets. Iron Horse’s historical context notes a December 2025 IPO raising approximately $230 million in gross proceeds. The presentation identifies Fabrizio Martini as CEO and Co-Founder with fourteen patents and four world records for energy storage performance, Nick Chakalos as President and CFO, Jose Bengochea as CEO and Chairman, and William Caragol as CFO and Director. Because these forward-looking assertions govern the anticipated post-merger capitalization, enterprise value, and liquidity trajectory ahead of the Nasdaq listing transition to the “AIBR” ticker, they represent materially actionable information for redemption decisions.

As detailed in Section 3.6(b), the 50.1% Minimum Ownership Threshold mechanically caps downstream dilution from redemptions or bridge note conversions by triggering automatic price adjustments. According to the May 16 letter, expanding earnout eligibility to the entire investor base instead of restricting it to employees expands the total post-close equity overhang and alters payout dynamics. Per Section 3.2(c)-(d), converting bridge notes into common shares ahead of closing streamlines the capitalization table before the definitive proxy vote. Per the May 15 press release, the S-4 filing initiates the definitive solicitation timeline, setting the stage for the shareholder vote and Nasdaq listing condition. Finally, the lock-up schedule applies uniformly to retail investors, insiders, and the sponsor, managing expectations around immediate liquidity constraints and opening market float upon trading under ticker ‘AIBR’, as projected in the press release.

As detailed in the prospectus-forward filing, the structural revisions directly impact redemption mathematics and post-merger ownership dilution. The joint press release assigns an implied equity value of approximately $250 million+ to Electra, a figure contingent upon achieving defined earn-out targets. Following closing, qualifying former Electra security holders remain eligible to earn up to 15,000,000 additional Parent Common Shares allocated pro-rata. Technologically, the press release describes Electra as developing the 'AI Brain for Batteries™' platform, which integrates Agentic AI, Physical AI, physics-informed battery modeling, and Large Quantitative Models to oversee battery systems across energy infrastructure, autonomous robotics, space assets, and e-mobility. Historically, the press release notes Iron Horse concluded its initial public offering in December 2025 with gross proceeds of approximately $230 million. Leadership attribution names Electra’s Chief Executive Officer and Co-Founder Fabrizio Martini alongside Iron Horse’s Chairman and Chief Executive Officer Jose Antonio Bengochea. Advisory lineages identify Park Avenue Capital Group Corp. and Roth Capital Partners as Electra’s financial advisors with Latham & Watkins LLP providing legal counsel, while Cantor Fitzgerald underwrote Iron Horse’s IPO and Loeb & Loeb LLP counsels the SPAC. Under the 'Forward-Looking Statements' section, management explicitly cautions that excessive redemption requests could trigger failure to satisfy minimum cash-at-closing thresholds or violate Nasdaq initial listing standards.

The filing triggers the shareholder vote and redemption process. Key items for investors: (1) Trust value is ~$10.06 per public share as of Feb 28, 2026 ($231.5M on 23M shares); redemption deadline is two business days before meeting; 15% per-group cap on redemptions. (2) Minimum cash condition of $30M at closing – if redemptions exceed ~81.6%, the deal fails. (3) No fairness opinion was obtained; sponsor paid $0.005/share for founder shares vs. $10.00 public price. (4) Sponsor forfeits up to 800,000 shares if closing cash <$80M. (5) Electra’s revenue fell 36% to $1.09M in 2025, net loss $5.3M, with going concern doubt and only $170K cash at year-end. (6) Post-merger, CEO Fabrizio Martini will control >50% voting power via dual-class stock; combined company will be a 'controlled company'. (7) No committed PIPE financing. (8) Outside closing date in merger agreement is Jan 21, 2027; SPAC liquidation deadline is Dec 18, 2027.

The accelerated S-4 expectation and second-half-2026 close window tighten the operational calendar leading to shareholder voting and eventual trust liquidation relative to the firm’s Dec. 18, 2027 deadline. Per the press release, the transaction remains valued at '$250 million+, including earn-out targets,' funded partially by Iron Horse’s December 2025 IPO gross proceeds of 'approximately $230 million.' According to the attached investor presentation, management attributes a chemistry-agnostic AI platform to the company, citing '20 Patents Issued & Pending,' '1.5 Billion+' processed data points, '4 Million+' lines of code, and '10,000+' tracked model parameters. On economics, the presentation claims blended software and embedded solutions yield '70-75%' gross margins, operate within a '3-18 month' sales cycle, and expand average contract value by approximately '~11.6x' when embedding versus cloud-only deployments. Management outlines a segmented pipeline totaling '5.3 TWh' (comprising Stage 1: '5 TWh,' Stage 2: '270 GWh,' Stage 3: '12.5 GWh') and projects contractual baselines ranging from '$3.0K/yr · 3 yrs' for cloud-based BESS/e-mobility deployments to '$13K/yr · 8 yrs' for embedded contracts. Regarding validation, the presentation attributes performance gains to the EVE-Ai platform, claiming '+30% Battery Life,' '+20% Range Extension,' '$1,000 saved per year on 15k miles' for fleet operators, '+3 Year Asset Life,' '+15% Annual ROI,' and '40% saved per year on 15k miles' for BESS sites, alongside state-of-charge/health error rates of '<1%' versus industry standards of '5%' and '9%-15%.' Strategically, leadership discloses an M&A roadmap targeting '15+ acquisition targets' across data creation, model intelligence, physical control, and distribution layers. These forward-looking metrics and pipeline conversion assumptions materially shape the post-merger valuation thesis referenced in upcoming proxy materials, directly informing the economic trade-offs shareholders weigh when deciding whether to exercise redemption rights or hold for the projected software recurring-revenue model.

Investors weighing redemption decisions against the December 18, 2027 deadline must evaluate the company's updated commercial thesis, which management attributes to a de-risked, asset-light software model. Per the investor presentation filed by co-founders Fabrizio Martini and Nick Chakalos, the target entity tracks a 5.3 TWh total pipeline segmented into 5 TWh in early discovery, 270 GWh in active engagement, and 12.5 GWh contracted and deploying. Projected unit economics show a blended recurring model generating $3.0K/yr · 3 yrs for cloud deployments versus $13K/yr · 8 yrs for embedded integrations, with expected contribution margins of 70-75% across a 3-18 month sales cycle. Technology claims include a chemistry-agnostic architecture processing 1.5 Billion+ Battery Data Points, protected by 20 Patents Issued & Pending, and delivering validated performance metrics including +30% Battery Life, +20% Range Extension, $1,000 saved per year on 15k miles, +3 Year Asset Life, and +15% Annual ROI for mobility fleets. Case study validations were reportedly installed into a Tesla Cybertruck for real-world benchmarking. Commercial strategy outlines a potential revenue mix of 40% Grid & Renewables, 40% Data Centers, and 20% EV, supported by an M&A roadmap citing 15+ acquisition targets identified. The press release expressly cautions that achieving projected enterprise value assumes sufficient non-redeemed capital, warning that redemptions exceeding anticipated levels could cause a failure to satisfy minimum cash requirements at closing or maintain Nasdaq initial listing standards.

This filing establishes the definitive terms and structure of the business combination for investors. The trust per share is approximately $10.15 (based on $230M trust / ~22.6M public shares, using standard SPAC metrics; the document states trust of approximately $230M and 29,320,000 ordinary shares outstanding). The deal includes meaningful downside protection for public shareholders via sponsor share forfeiture tied to trust cash. The earnout is structured around shared milestones (price AND ARR). The extensive representations and warranties in the Merger Agreement provide an investment thesis: Electra describes itself as an AI-powered battery intelligence company founded in 2015, with 4 issued US patents and 6 pending, backed by strategic investors including Stellantis, BlackBerry, and Ferrari Family Investments, and is part of the NVIDIA Inception Program. The company has commercial deployments across e-mobility, energy storage, and robotics. The agreement states Electra's annual net sales do not exceed $26.8 million (below HSR threshold). The deal is not yet approved by IRHO stockholders and requires SEC effectiveness of an S-4.

This is the definitive business combination agreement for IRHO. The trust valuation of approximately $230,000,000 gives Electra (AI battery intelligence company backed by Stellantis, BlackBerry, Ferrari family) access to public markets. The $30 million minimum cash condition creates a threshold for redemptions; any cash below $30 million kills the deal. The sponsor's forfeiture of up to 800,000 shares is a tangible cost borne by insiders if redemptions erode the trust below $80M, giving them a direct incentive to minimize redemptions. The structure includes a 50.1% automatic Base Purchase Price adjustment to ensure Electra shareholders control the combined entity. The earnouts provide material upside contingent on hitting aggressive ARR or stock price targets.

This filing confirms the trust value per share ($10.06), the available cash runway, and that no deal has been reached yet. For investors tracking redemption deadlines, the deadline is December 18, 2027. The financial statements are unaudited but provide the first post-IPO balance sheet and income statement, showing the SPAC is in the early search phase with no imminent deal.

Establishes baseline for redemption mechanics and trust value. Going concern qualification indicates risk if business combination not completed. Sponsor's low-cost founder shares create potential conflict of interest. No deal progress increases risk of liquidation.

The detachment of rights from the ordinary shares alters secondary market dynamics by removing the structural discount often imposed on bundled SPAC units, thereby reducing illiquidity friction for retail and institutional shareholders. This separability may increase near-term floating supply as investors untangle their positions ahead of any de-SPAC vote or redemption window, potentially increasing downside volatility if the target process stalls. Beyond mechanics, the attached press release characterizes the sponsor's strategic focus, noting that the Company is composed of media, entertainment, tech, and public markets specialists and will evaluate opportunities across fashion, animation, gaming, K-POP, AI, and consumer products. The filing was executed by Chief Executive Officer Jose Bengochea, identifies Cantor Fitzgerald & Co. as the sole book-running manager for the December 18, 2025 offering, and lists Bill Caragol as the designated press contact.

Board stability directly impacts oversight timing ahead of merger approvals and shareholder redemption decisions. The filing contains no assertions regarding customers, revenue, market size, strategic direction, technology, partnerships, or litigation. All statements characterizing the departure—including personal reasons and the absence of disagreements with the Company—are attributed solely to the Board of Directors and certified by CEO Jose Bengochea. The document also records historical name changes dated February 25, 2025, and January 14, 2025, alongside a $0.0001 par value for ordinary shares. Investors should anticipate successor nomination filings and verify continued quorum compliance, as no financial metrics or operational updates are provided.

This filing locks in the definitive trust balance of $230,000,000 and confirms the final redemption horizon, giving investors a hard anchor point for calculating potential pro rata payouts versus dilution from the $10,950,000 deferred underwriting fee. The explicit going concern warning signals that the off-trust liquidity pool ($743,582) will be immediately consumed for general and administrative expenses and acquisition search costs; any delay in identifying a suitable target near the media and entertainment thesis outlined by management will accelerate pressure on the sponsor or trigger valuation erosion on the publicly traded rights. Additionally, the transparent handling of sponsor transitions, the settlement fees paid to a dropped underwriter in founder equity, and the structural design of the rights (non-redeemable, expiring worthless on dissolution) provide clear risk parameters for public shareholders evaluating whether to hold, sell, or redeem prior to any future merger announcement.

This filing establishes the baseline mechanics for the SPAC. Key dates for investors to track: the business combination deadline is 24 months from the closing date (12/18/2025). It confirms the trust value is $10.00 per public share. It details the substantial sponsor promote: the sponsor paid ~$0.0056 per founder share, creating a massive incentive to complete a deal. The document contains the full risk factors, conflict of interest disclosures (notably the sponsor's role in prior SPAC Iron Horse I and its outcome, with high redemptions and a post-deal share price of $5.51), and dilution tables (showing up to $11.50 dilution per share in a maximum redemption scenario). The presence of non-managing sponsor investors and lock-up details are important for understanding the shareholder and sponsor dynamics.

The report formally establishes the SPAC's public capital structure. Trust value is $230,000,000 ($10.00/share). The combination deadline is 24 months from closing, i.e., December 18, 2027. The company has stated no specific target is under consideration, with a focus on media, tech, and entertainment. Sponsor's founder shares face a standard 12-month/price-based lock-up. The underwriter's deferred compensation is $10.95 million, payable from trust upon a deal.

This filing establishes the core terms for the SPAC's IPO: a $200 million trust at $10.00 per unit, a 24-month deadline, redemption rights for public shareholders, and sponsor/insider lock-up and voting agreements. It also details the sponsor's founder shares, private placement units, and restrictions on insider transfers. For investors tracking redemption mechanics, trust value, and sponsor conduct, this document provides the definitive contractual framework for the SPAC's lifecycle.

This is the IPO registration for a SPAC, not a deal announcement — the 'DEAL_ANNOUNCED' status in the tracker appears inconsistent with the filing's explicit statement that no target is under consideration. For investors tracking SPAC mechanics, the filing establishes the trust structure ($10.00 per unit deposited, not the $10.15 shown in the tracker), the 24-month deadline from the closing of the offering (not a fixed date in the document), redemption rights tied to business combination approval, and the sponsor's nominal founder-share cost (~$0.004 per share), creating significant dilution and conflict-of-interest disclosure. It also confirms the sponsor's indemnity to keep trust proceeds at $10.00 per share is unlikely to be backed by meaningful assets. No extension mechanics beyond potential shareholder-approved charter amendments are yet triggered because the IPO has not closed.

This filing provides the most comprehensive look to date at Iron Horse II's IPO structure and financial condition. The change in lead underwriter (from D. Boral to Cantor) is a material development. The disclosure of the nine institutional non-managing sponsor investors buying a large stake in the sponsor's private placement, including founder shares at $0.004, highlights a potentially significant conflict of interest: these investors are not obligated to vote for a business combination or hold their shares, but they are heavily incentivized due to their cheap founder shares. The trust per-share value of $10.15 and the large $200M trust ($230M with over-allotment) set the redemption baseline. The going concern warning in the financials, combined with the sponsor's indemnification (which the company believes is unlikely to be satisfied), signals risk if no deal is found within 24 months. The lawsuit against Dr. Mendieta is a negative signal for governance.

This preliminary prospectus is the current registration statement for the SPAC's IPO. It provides the latest financial position (working capital deficit of $177,479, cash of $17,097), updates on sponsor and underwriter arrangements, and discloses material litigation against a director nominee that could affect the deal's viability or reputation. Investors evaluating the pre-IPO SPAC will use this document to assess risks and terms.

What changed: On August 25, 2026, Iron Horse Acquisition II Corp. (IRHO) and Electra Vehicles, Inc. issued a press release announcing that Electra has entered into a technical collaboration with MinTech Co., Ltd., a Korea-based, KOSDAQ-listed specialist in battery diagnostic equipment and testing technology. The collaboration aims to advance AI-powered analysis and risk prediction for battery energy storage systems (BESS). The filing also reiterates the plan to file a registration statement on Form S-4 including a preliminary proxy statement/prospectus for the business combination. Why it matters: This disclosure provides an update on Electra's strategic partnerships and technological capabilities, which are central to the value proposition of the proposed business combination. It highlights specific commercial and technical developments (AI-powered BESS diagnostics) that management presents as part of the forward-looking expectations for the combined company, though these claims are subject to risks regarding integration, technology performance, and market conditions.

What changed: This filing is a Rule 425 written communication submitted as a Form 8-K Current Report under Items 7.01 and 9.01, containing a joint press release dated August 18, 2026, between Iron Horse Acquisition II Corp. and Electra Vehicles, Inc. Nothing has changed regarding the SPAC mechanics. The trust per public share remains $10.15, the liquidation deadline remains 2027-12-18, and no extensions, redemption windows, or proxy voting schedules have been updated. The filing outlines standard business combination mechanics: the transaction will be submitted to shareholders, and IRHO and Electra intend to jointly file a Form S-4 containing a preliminary proxy statement/prospectus, with a definitive version to be mailed to shareholders as of an unestablished record date to vote on the business combination. Forward-looking statements flag 'the amount of redemption requests made by IRHO’s public shareholders' and warn that 'redemptions exceeding anticipated levels' could cause failure to meet Nasdaq’s initial listing standards, confirming shareholder redemption rights remain exposed without new quantified thresholds. Why it matters: The filing provides substantive commercial validation and deal-stage timing. Electra announced a strategic partnership with Omega Seiki Mobility (OSM), described as one of India’s leading electric vehicle manufacturers, to integrate advanced battery health intelligence across OSM’s EV fleet. Dr. Uday Narang, Founder & Chairman of OSM, stated that 'battery health is the single biggest determinant of an EV’s residual value' and claimed the partnership will create a credible secondary market, improve resale values, and unlock financing. Mr. Vivek Dhawan, Chief Strategy Officer at OSM, claimed the integration will enhance fleet productivity, reduce unplanned downtime, strengthen warranty management, and support data-driven product development. Fabrizio Martini, Co-Founder and Chief Executive Officer of Electra AI, attributed to their 'AI Brain for Batteries™ platform' the capability to provide accurate State of Health (SoH) and Remaining Useful Life (RUL) estimations using Agentic AI, Physical AI, and Physics-informed Battery Modeling with Large Quantitative Models (LQMs). The press release confirms the combined company expects to list on Nasdaq in the second half of 2026 under ticker AIBR. Iron Horse disclosed it completed its initial public offering in December 2025, raising gross proceeds of approximately $230 million, and identifies Jose Antonio Bengochea as CEO and Chairman and Bill Caragol as CFO. Ordinary shares carry a par value of $0.0001, and each right entitles the holder to receive one-tenth (1/10) of an ordinary share.

What changed: SEC Form 8-K (Rule 425 written communication) containing Item 7.01 Regulation FD Disclosure and Exhibit 99.1, a press release dated August 18, 2026. The filing does not amend the redemption deadline, adjust the trust share value, or trigger any extension. It mechanically reaffirms that the Business Combination with Electra Vehicles, Inc. remains subject to shareholder approval and confirms both entities intend to jointly file a Form S-4 registration statement encompassing a preliminary Proxy Statement/Prospectus. A definitive proxy will subsequently be mailed to IRHO shareholders of record for voting at an extraordinary meeting. Why it matters: For investors tracking the SPAC lifecycle, this filing advances the pre-proxy marketing campaign without altering trust distribution schedules, redemption windows, or sponsor conduct (signed by CEO Jose Bengochea; CFO Bill Caragol listed as contact). The substantive content resides in the attached press release, which introduces commercial momentum and strategic positioning. Key claims, fully attributed: The press release, jointly issued by Iron Horse and Electra, states Electra has entered a strategic partnership with Omega Seiki Mobility (OSM) to deploy battery intelligence across OSM’s EV fleet. Dr. Uday Narang, Founder & Chairman of OSM, asserts that Indian EV expansion will pivot toward a secondary market, claiming battery health is 'the single biggest determinant of an EV’s residual value' and that the partnership will improve resale values, unlock financing access, and accelerate adoption. Mr. Vivek Dhawan, Chief Strategy Officer at OSM, contends integrating analytics will deliver deeper operational insights, cut unplanned downtime, strengthen warranty management, and enable data-driven product development. Fabrizio Martini, Co-Founder and CEO of ELECTRA AI, argues vehicle manufacturers face annual pressure to produce more capable, affordable EVs with confidence, and maintains the AI Brain for Batteries™ platform delivers real-world intelligence to aid design, bolster customer assurance, maintain fleet uptime, and translate data into trust from OEM to financier to operator. On financial and structural metrics, the corporate background sections state Iron Horse completed its IPO in December 2025 raising gross proceeds of approximately $230 million, and projects the combined entity will list on Nasdaq in the second half of 2026 under the ticker AIBR. These disclosures provide forward-looking commercial validation ahead of the definitive proxy vote, but introduce no adjustments to redemption mechanics or capital structure.

What changed: SEC Form 8-K filed as a Rule 425 written communication attaching a joint press release dated August 4, 2026 between Iron Horse Acquisition II Corp. and Electra Vehicles, Inc. The filing advances merger execution protocol by confirming Iron Horse and Electra intend to jointly file a Form S-4 Registration Statement carrying a preliminary Proxy Statement/Prospectus to solicit shareholder votes at an extraordinary meeting for the business combination. It states the merged entity expects to list on Nasdaq in the second half of 2026 under ticker AIBR. The document makes no amendment to redemption procedures, does not propose an extension, leaves the trust account composition untouched, and maintains the December 18, 2027 liquidation deadline. Management explicitly warns that redemptions exceeding anticipated levels could disrupt the combined company’s ability to satisfy Nasdaq’s initial listing standards following consummation. Why it matters: Exhibit 99.1 reports that TapFin has selected ELECTRA AI’s EVE-Ai Battery Fleet Analytics to integrate continuous State of Health and Remaining Useful Life tracking into its battery data platform. Fabrizio Martini, CEO and Co-Founder of ELECTRA AI, stated India represents 'one of the most dynamic EV markets' and asserted that embedding these analytics enables lenders, OEMs, and operators to make 'sharper, more confident decisions about the assets they finance and run,' adding that deployment is underway. The press release characterizes the platform as fusing Agentic AI, Physical AI, Physics-informed Battery Modeling, and Large Quantitative Models to serve energy infrastructure (BESS for grid, renewables, and data centers), autonomous systems (robotics, humanoid, space assets), and e-mobility. Key personnel are identified as Fabrizio Martini (Co-Founder/CEO), Jose Antonio Bengochea (CEO/Chairman), and Bill Caragol (CFO). Regarding capital formation, Iron Horse discloses its December 2025 IPO raised gross proceeds of approximately $230 million. The filing also catalogs forward-looking risk exposures, warning that the transaction carries potential for BCA termination, unanticipated litigation, failure to secure minimum cash-at-closing thresholds, reliance on sustaining commercial relationships, and vulnerability to macroeconomic or competitive headwinds.

What changed: A Form 8-K Current Report (Regulation FD Disclosure) attaching a joint press release and routine business combination compliance disclosures. No amendments were reported to redemption deadlines, trust value per share, extension provisions, or sponsor conduct. The filing confirms the pending merger with Electra AI remains on track, notes that a Form S-4 registration statement containing a preliminary Proxy Statement/Prospectus is being submitted for shareholder consideration, and reiterates the combined company’s expected Nasdaq listing in the second half of 2026 under the ticker AIBR. Why it matters: First, as described in the joint press release filed with this 8-K, TapFin (an India-based AI-native battery data intelligence platform) has selected Electra’s EVE-Ai Battery Fleet Analytics to embed research-grade State of Health and Remaining Useful Life analytics into its platform, with deployment already underway. Second, Fabrizio Martini, Chief Executive and Co-Founder at ELECTRA AI, stated that embedding the analytics enables lenders, OEMs, and operators in India to make 'sharper, more confident decisions' about financed assets. Third, ELECTRA AI describes its proprietary technology as the 'AI Brain for Batteries™' platform, combining Agentic AI, Physical AI, physics-informed battery modeling, and Large Quantitative Models (LQMs) to manage systems across energy infrastructure (BESS), autonomous robotics, and e-mobility. Fourth, per the companies’ respective corporate descriptions, Iron Horse completed its initial public offering in December 2025, raising gross proceeds of approximately $230 million, and was co-founded by Chairman and CEO Jose Antonio Bengochea and CFO Bill Caragol; Electra AI was co-founded in 2015 by Martini based on his prior NASA principal investigator research. Fifth, according to the filing’s Forward-Looking Statements and risk disclosure section, IRHO and Electra management caution that projections may differ materially from actual results due to potential business combination agreement termination, unspecified future legal proceedings, failure to secure shareholder approval or meet Nasdaq listing standards, transaction-induced operational disruption, competitive pressures, inability to retain key executives, escalating transaction costs, regulatory shifts, and broader macroeconomic headwinds. All forward-looking assertions, market characterizations, and technology descriptions are attributed solely to IRHO and Electra management as of the August 4, 2026 filing date.

What changed: This is a written communication filed under Rule 425, specifically an investor newsletter attached as Exhibit 99.1 to a Form 8-K Current Report. Nothing changes regarding the deal mechanics. The redemption deadline remains December 18, 2027, and the trust value holds at $10.15 per share. The filing confirms that Iron Horse Acquisition II Corp. and Electra Vehicles Inc. still intend to jointly file a Form S-4 registration statement containing a preliminary Proxy Statement/Prospectus, followed by a definitive version mailed to shareholders for voting at an extraordinary meeting. No extension, termination, or amendment to the business combination agreement was announced. Why it matters: This filing substantively updates the investor base on Electra’s commercial momentum and market positioning ahead of the proxy solicitation. The newsletter cites Electra’s Head of Marketing, Giovanni Rossi, noting his contribution to the Volta Foundation committee paper claiming AI data center buildouts are now limited by power rather than compute, requiring storage solutions that deploy in 12–18 months versus 4+ years for grid connections. It also highlights a new deployment with Indian equipment maker Propel Industries (citing over 2,900 installations across 36+ countries) for its electric mining fleet. Citing MarketsandMarkets data, Electra projects global markets reaching mobility at ~$1.4T by 2029, data centers near $914B, robotics at $128B, and grid storage at $96B. Strategically, Electra frames its 'AI Brain for Batteries' as a hardware-agnostic, chemistry-adaptive platform using physics-based modeling and real-world data to shift battery management from monitoring to reasoning. While marketing in nature, placing these forward-looking commercial claims and third-party market data into the SEC record via Rule 425 subjects them to strict safe-harbor disclaimers and establishes the baseline narrative for upcoming shareholder voting materials.

What changed: Form 8-K furnishing a Regulation FD disclosure attaching a corporate newsletter from Electra AI. The filing confirms IRHO and Electra intend to jointly file a Form S-4 registration statement containing a preliminary proxy statement/prospectus, and states a definitive proxy will be mailed to shareholders following the establishment of a record date for the merger vote. Mechanics remain static: no extension is filed, the trust balance is unchanged at $10.15 per share, and the redemption deadline remains December 18, 2027. Why it matters: Substantively, the attached newsletter reports that Indian equipment maker Propel Industries selected the ELECTRA AI Brain for Batteries platform for its expanding electric fleet of EV dumper trucks and tractor-trailers, with deployment underway. Citing the MarketsandMarkets™ Battery Management System Market - Global Forecast (2026), the newsletter projects global market sizes of ~$1.4T for mobility by 2029, near $914B for data centers, $128B for robotics, and $96B for grid storage. Describing its technology strategy, the filing states the platform is hardware-agnostic, adaptive across chemistries, and uses physics-based modeling combined with AI to shift industry focus from monitoring accuracy to prediction quality. Via a Volta Foundation committee paper, Electra AI Head of Marketing Giovanni Rossi notes that AI buildouts face power bottlenecks rather than compute limits, stating grid connections take 4+ years compared to 12-18 months for storage deployment. The newsletter also acknowledges support from MassChallenge, Accelerate Mass, Cleantech Open Northeast / ACT, TiE ScaleUp, and Elevator by Endeavor. Standard forward-looking disclaimers apply, directors and officers are noted as solicitation participants, and investors are directed to Loeb & Loeb LLP for proxy materials.

What changed: Form 8-K Current Report filing a Rule 425 written communication and an attached July 28, 2026 press release regarding Electra AI’s contribution to a Volta Foundation industry insights paper. Mechanically, the filing confirms that IRHO and Electra intend to jointly file an S-4 registration statement that will contain a preliminary proxy statement/prospectus for an upcoming shareholder vote on the business combination. The combined company expects to commence trading on Nasdaq under the ticker AIBR in the second half of 2026. No amendments to the redemption calendar, trust account distribution mechanics, or extension triggers are disclosed. The press release attributes to Giovanni Rossi, Electra AI’s Head of Marketing & Communications, the thesis that data center expansion is now constrained by power delivery rather than compute, noting that grid connections take more than four years in most U.S. markets while battery energy storage systems deploy in roughly 12 to 18 months. The committee paper further attributes to the broader industry a shift in value from battery cells to system-level software, controls, and dispatch governance. The filing’s prospectuses section notes IRHO’s December 2025 IPO raised gross proceeds of approximately $230 million and identifies CEO/Chairman Jose Antonio Bengochea and CFO Bill Caragol. Electra AI was co-founded in 2015 by Fabrizio Martini following work conducted as a Principal Investigator on NASA projects. The filing’s safe-harbor disclaimer explicitly warns that projected outcomes could differ materially from assumptions regarding 'redemptions exceeding anticipated levels,' 'minimum cash at closing requirements,' or satisfying Nasdaq’s initial listing standards. Why it matters: This 425 filing advances the merger timeline by cementing the S-4 and proxy mailing sequence, which dictates when redemption notices and proxy materials will reach IRHO shareholders, thereby establishing the operational window for capital preservation decisions before the AIBR transition. By formally cataloging exchange and financial risks tied to excessive redemptions jeopardizing listing compliance and minimum cash thresholds, the document signals that any shortfall in retention will directly test the deal’s financial viability and may trigger sponsor or third-party countermeasures. Meanwhile, Electra’s positioning around intelligence-layer software and physics-informed modeling over hardware commoditization alters investor expectations for post-merger capital intensity, customer acquisition costs, and recurring revenue stability. Public shareholders should await the definitive proxy statement to determine precise record dates, tender deadlines, and any structural protections deployed to safeguard trust value against withdrawal pressure.

What changed: Form 8-K filing a Regulation FD Disclosure (Item 7.01) that furnishes a joint press release alongside standard boilerplate regarding a pending business combination. Nothing has changed regarding the mechanics of the SPAC vehicle. Redemption deadlines, trust account parameters, extension provisions, and sponsor conduct remain unaltered. The filing confirms deal progress by stating that Iron Horse and Electra have entered into a definitive business combination agreement, intend to jointly file a registration statement on Form S-4 containing a preliminary proxy statement/prospectus, and anticipate the combined entity will list on Nasdaq in the second half of 2026 under the ticker AIBR. Why it matters: Though it alters no redemption mechanics, the filing provides the public investment thesis ahead of the formal proxy. According to Giovanni Rossi, Head of Marketing & Communications at Electra AI, the company argues that data center expansion is no longer limited by semiconductor compute but by electricity delivery speed, citing the Volta Foundation’s Applied AI & Data Center Infrastructure Committee paper which claims grid interconnections now require more than four years in most U.S. markets compared to roughly 12 to 18 months to deploy battery storage systems. Rossi asserts that as battery cells become commoditized, competitive advantage shifts to system-level monitoring, optimization, and dispatch governance, which his company claims its 'AI Brain for Batteries™' platform addresses via Agentic AI, Physical AI, and Large Quantitative Models. Iron Horse’s press release notes the SPAC completed its initial public offering in December 2025, raising approximately $230 million. Each right entitles the holder to receive one-tenth (1/10) of an ordinary share upon separation. The document offers zero revenue projections, customer lists, or updated trust valuations, meaning it substantively informs target positioning but does not materially impact shareholder redemption calculations.

What changed: Form 10-Q quarterly report for Iron Horse Acquisition II Corp. for the quarter ended May 31, 2026, including unaudited financial statements and management's discussion. The SPAC completed its IPO on December 18, 2025 (23M units, $10/unit), raising $230M in the trust. On April 21, 2026, it signed a merger agreement with Electra Vehicles, amended May 14, 2026, valuing the target at $250M. The Sponsor agreed to vote in favor and not transfer shares. $255k in unsecured promissory notes were issued to Electra (May 1 and May 15, 2026), now past due and uncollected. A $331k deferred legal fee and a $100k success fee were incurred for the deal. The trust held $233.5M as of May 31, 2026. The company posted a net income of $2.66M for the six months (from trust interest) and has a $10.9M deficit. Why it matters: This filing confirms the definitive deal terms with Electra Vehicles, a key milestone for shareholders assessing redemption risk, trust value, and the path to completion. The trust value per share is $10.15 at May 31, 2026, with interest accumulating. The Sponsor support agreement ensures 20% of the vote, reducing deal uncertainty. The past-due notes receivable to Electra ($255k) and the condition requiring $30M cash at close are notable risks. The going concern warning highlights the deadline pressure (Dec 18, 2027).