IRHO SEC filings, in plain English
Everything Iron Horse Acquisition II Corp. has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Iron Horse Acquisition II Corp. filed a Form 8-K under Rule 425 on September 1, 2026, attaching a press release announcing that Mooving selected Electra Vehicles' EVE-Ai Battery Fleet Analytics to monitor and optimize batteries across its network in India. Why it matters: This filing provides evidence of Electra's commercial traction and customer adoption, which supports the business combination narrative ahead of the expected proxy statement and shareholder vote.
What changed: Iron Horse Acquisition II Corp. filed an 8-K on September 1, 2026, incorporating a press release announcing that Mooving selected Electra Vehicles' EVE-Ai Battery Fleet Analytics to monitor and optimize batteries in its Indian network. Why it matters: This filing confirms ongoing commercial activity for the target company Electra as the SPAC proceeds toward a business combination, with shareholders advised to await the upcoming Form S-4 registration statement and proxy materials for voting details.
What changed: Iron Horse Acquisition II Corp. filed a Form 8-K under Rule 425 on August 31, 2026, to furnish Electra Vehicles, Inc.'s newsletter dated the same day as Exhibit 99.1. The filing confirms that IRHO and Electra intend to jointly file a registration statement on Form S-4 containing a preliminary proxy statement/prospectus for the proposed business combination. Why it matters: This filing updates the public record with specific marketing or operational claims from the target company via the attached newsletter, which investors must review alongside the upcoming S-4 to assess the deal's merits before redemption deadlines expire.
What changed: Iron Horse Acquisition II Corp. filed an 8-K on August 31, 2026, to disclose a newsletter released by Electra Vehicles, Inc., its business combination partner, and announced the intent to jointly file a Form S-4 registration statement including a preliminary proxy statement/prospectus. Why it matters: This filing confirms the ongoing progression of the merger toward shareholder voting and regulatory approval, signaling that the SPAC is moving past the initial deal announcement phase into the formal solicitation process.
What changed: Form 8-K containing a Rule 425 filing of a press release announcing a technical collaboration. Iron Horse Acquisition II Corp. and Electra Vehicles, Inc. issued a press release on August 25, 2026, 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). This document is filed pursuant to Rule 425 under the Securities Act as written communications related to the proposed business combination. Why it matters: The filing confirms ongoing operational development by the target company, Electra, through a partnership with MinTech focused on 'AI-powered analysis and risk prediction' for BESS. It reinforces the narrative of technological advancement central to the merger story but does not alter the trust value ($10.15), redemption deadline (2027-12-18), or deal status. It serves as a forward-looking statement disclosure regarding market opportunities and expected benefits of the partnership.
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).
What changed vs 2026-04-02trust $231.5M → $233.5M +1%going concern APPEAREDtrust account, going-concern doubt, sponsor loans outstanding +12 moved · 2 with no prior record of ours
- Trust account
- $231.5M$233.5M
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $300K · unchanged
- Redeemable shares
- 23.0Mnot matched in this filing
SpacBrain reads this as $2,074,592 was added to the trust between the two filings.
The clause …“insurance 45,613 — Deferred offering costs — 339,249 Cash and investments held in Trust Account 233,536,448 — TOTAL ASSETS $ 234,030,433 $ 364,681 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end”…
The clause “0 under the promissory note. On December 18, 2025, the Company repaid the total outstanding balance of the promissory note amounting to $ 300,000 . Borrowings under the Note are no longer available as of May 31, 2026. 17 IRON HORSE”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This filing is a Current Report on Form 8-K (Item 7.01 Regulation FD Disclosure) furnishing an updated investor presentation and a press release dated June 2, 2026, filed to update public communication materials in connection with the proposed business combination between Iron Horse Acquisition II Corp. and Electra Vehicles, Inc. Under the solicitation and regulatory disclosures, no amendments were adopted for the redemption deadline of December 18, 2027, nor was any adjustment noted for the trust share value of $10.15. The filing advances mechanical deal progress by stating the respective boards unanimously approved the transaction, the parties expect to close in the second half of 2026, and they intend to jointly file a Form S-4 registration statement that will contain a preliminary proxy statement/prospectus for a shareholder vote. Advisor and counsel assignments remain static, with Cantor Fitzgerald serving as IPO underwriter, Loeb & Loeb LLP advising Iron Horse, and Park Avenue Capital Group Corp. and Roth Capital Partners advising Electra alongside Latham & Watkins LLP. Why it matters: 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.
What changed: A Form 8-K filed as a Rule 425 written communication containing an updated investor presentation and a press release dated June 2, 2026, regarding the previously announced business combination between Iron Horse Acquisition II Corp. and Electra Vehicles, Inc. No amendments to redemption procedures, trust account balances, deadline extensions, or sponsor conduct are disclosed. The filing announces an updated investor presentation to support the upcoming proxy solicitation for the merger. The Press Release states the definitive Business Combination Agreement remains valued at $250 million+, including earn-out targets, with both boards unanimously approving the transaction and targeting a close in the second half of 2026. A joint Form S-4 and preliminary Proxy Statement/Prospectus will be filed with the SEC before the special meeting where IRHO public shareholders will vote on the proposal. Post-consummation trading on Nasdaq is slated under ticker symbol “AIBR”. The existing $10.15 trust/share balance and December 18, 2027, redemption deadline remain unmodified by this submission. Why it matters: 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.
What changed: This is a Rule 425 Form 8-K current report submitting written communications regarding a proposed business combination, incorporating Exhibit 2.1 (an executed Amendment to Merger Agreement dated May 14, 2026), Exhibit 99.1 (a press release dated May 15, 2026 announcing the filing of a Form S-4 registration statement), and Exhibit 99.2 (a letter to shareholders of Electra Vehicles, Inc. dated May 16, 2026). According to the executed Amendment to Merger Agreement, the parties revised the calculation formulas for the Aggregate Merger Consideration and Conversion Ratio, expanded the definition of Company Earnout Holders to include all pre-effective-time holders of Company Common Stock, Company Preferred Stock, and Company Options, and inserted a self-executing provision requiring the Base Purchase Price to rise in increments of $10.00 until the deal consideration secures at least 50.1% of the Aggregate Parent Fully Diluted Shares. The Amendment also mandates that Electra’s bridge financing Convertible Notes convert into Parent Common Shares prior to closing. Per the shareholder letter, Iron Horse’s SPAC Sponsor is bound by a staggered lock-up releasing in four equal 25% tranches starting at the first quarterly earnings release no earlier than 120 days post-close, with complete release occurring approximately 12 to 16 months post-close. The filing confirms forward movement toward a second-half 2026 closing but does not modify the December 18, 2027 termination deadline or the per-share trust balance. Why it matters: 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.
What changed: SEC Form 8-K reporting the execution of an amendment to a definitive business combination agreement and the subsequent filing of a Form S-4 registration statement. Per Exhibit 2.1 (the Amendment executed May 14, 2026), the parties revised five contractual pillars: (1) definitions and calculations for the Aggregate Merger Consideration and Conversion Ratio; (2) Section 3.2(c) states bridge financing notes will convert to Parent Common Shares at closing using the new Conversion Ratio; (3) Section 3.6(b) establishes a Minimum Ownership Threshold where the Base Purchase Price automatically adjusts upward in increments of $10.00 until the Aggregate Merger Consideration reaches at least 50.1% of the Aggregate Parent Fully Diluted Shares; (4) Company Earnout Holders are redefined to include all holders of Company Common Stock, Preferred Stock, and Options (excluding Dissenting Shares); and (5) Section 3.7(a)(i) grants these holders up to 15,000,000 additional Parent Common Shares as earnouts. According to the press release distributed May 15, 2026, the parties filed a Form S-4 on May 15, 2026, targeting a second-half 2026 closing. In the Q&A section of the letter dated May 16, 2026, management confirmed the earnouts apply to all ELECTRA shareholders, not solely active employees. That same letter outlines a staggered lock-up for all ELECTRA stockholders, directors, officers, and the IRHO sponsor, releasing 25% at each quarterly earnings call no sooner than 120 days post-close, with full release at roughly 12–16 months post-close. The filing leaves the stated $10.15 trust/share and December 18, 2027 redemption deadline untouched. Why it matters: 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.
What changed: Registration statement on Form S-4 containing a preliminary proxy statement/prospectus for the proposed business combination between Iron Horse Acquisition II Corp. (SPAC) and Electra Vehicles, Inc. (target). The document includes full merger terms, risk factors, financial statements, voting and redemption procedures, and details on the domestication to Delaware. This is the initial comprehensive disclosure for the deal announced April 21, 2026. The filing incorporates a May 14, 2026 amendment to the merger agreement that: (i) clarifies that convertible notes from bridge financing are excluded from Aggregate Fully Diluted Company Common Stock; (ii) adjusts the definition of earnout holders to exclude holders of dissenting shares; and (iii) revises the conversion ratio calculation. The S-4 also provides the first audited financials for both IRHO and Electra, detailed pro forma ownership under redemption scenarios, and disclosure that no PIPE financing has been committed. Why it matters: 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.
What changed: A routine compliance exhibit—specifically, a Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G/A amendment, which serves as a procedural declaration for beneficial ownership reporting. The exhibit reports no changes to, or information regarding, redemption deadlines, trust value per share, extension proposals, business combination progress, or sponsor conduct. It contains zero operative data altering shareholder rights, trust account conditions, or merger timelines. Why it matters: Executed on May 8, 2026, by Ulla Vestergaard (Director of MMCAP International Inc. SPC) and Hillel Meltz (President of MM Asset Management Inc.), the agreement solely establishes that both entities will submit future Schedule 13G amendments jointly without requiring additional joint filing agreements, and each retains independent responsibility for the accuracy and timeliness of its own disclosed holdings. It contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or operational personnel. For investors tracking capital mechanics, the document is administratively neutral; its only relevance is confirming a coordinated beneficial ownership reporting arrangement between the two named holding entities.
What changed: A Form 8-K filed May 11, 2026, containing an updated investor presentation (Exhibit 99.1) and a press release (Exhibit 99.2) detailing procedural progress and revised commercial metrics for the proposed business combination between Iron Horse Acquisition II Corp. and Electra Vehicles, Inc. Management disclosed that the joint Form S-4 Registration Statement is 'expected to be on file by week’s end,' establishing a near-term regulatory milestone that precedes the drafting and distribution of the preliminary Proxy Statement/Prospectus. This document flow dictates the subsequent record date establishment, the scheduling of the extraordinary shareholder meeting, and the activation of the formal redemption solicitation window. The filing confirms the trust account retains its stated value of $10.15 per share, the redemption deadline remains December 18, 2027, no extension mechanism was invoked, and sponsor conduct reflects standard governance with Loeb & Loeb LLP serving as IRHO legal counsel and Park Avenue Capital Group Corp. and Roth Capital Partners advising Electra. Why it matters: 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.
What changed: Form 425 (Rule 425 written communication) submitting an updated investor presentation and press release regarding the proposed business combination between Iron Horse Acquisition II Corp. and Electra Vehicles, Inc. Procedural update advancing the merger timeline: the press release states management expects to file a joint Form S-4 registration statement 'by week’s end' and projects a closing in the 'second half of 2026.' The filing does not alter redemption deadlines, trust account valuations, extension mechanisms, or sponsor conduct disclosures; it solely circulates revised promotional materials ahead of the proxy statement. Why it matters: 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.
What changed: 8-K — Current Report filing a definitive Merger Agreement. Iron Horse Acquisition II Corp. (IRHO) disclosed it entered into a definitive merger agreement with Electra Vehicles, Inc. on April 21, 2026. The deal values Electra at $250,000,000 (Base Purchase Price) plus the Aggregate Exercise Price. The SPAC will domesticate from Cayman Islands to Delaware, then Merger Sub will merge with Electra. The combined company will rename 'Electra AI, Inc.' The filing establishes a trust closing condition of minimum $30,000,000 Parent Closing Cash, an outside closing date of January 21, 2027, and a sponsor forfeiture mechanism for up to 800,000 shares if cash is below $80,000,000. It outlines earn-out milestones (ARR thresholds of $45M, $55M, $65M or VWAP targets of $14, $16, $18 per share) for up to 15,000,000 additional shares over five years. Electra stockholders agreed to vote in favor; SPAC sponsor agreed to vote in favor and not to redeem. Completion requires SEC registration statement effectiveness, stockholder approval (both parties), and Nasdaq listing approval. Fabrizio Martini (Electra CEO) will be CEO and Nicholas Chakalos President & COO post-closing. Electra stockholder lock-up releases over four quarterly earnings events. Why it matters: 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.
What changed: A Form 8-K announcing the execution of a definitive merger agreement between Iron Horse Acquisition II Corp. (SPAC) and Electra Vehicles, Inc., filed as a Rule 425 communication. This filing contains the complete merger agreement and related ancillary documents (support agreements, lock-up agreement, registration rights agreement, charter and bylaws of the post-merg company) for the de-SPAC transaction. Key terms include: a $250 million base purchase price plus the aggregate exercise price of in-the-money options; an earnout of up to 15 million additional shares tied to stock price milestones ($14, $16, $18) or annual run-rate revenue targets ($45M, $55M, $65M); the Sponsor agrees to forfeit up to 800,000 founder shares if Parent Closing Cash is less than $80 million (scaled down ratably to zero at $30 million); a minimum cash at closing condition of $30 million; and an outside closing date of January 21, 2027. Why it matters: 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.
What changed: SEC Form 3: Routine compliance exhibit documenting insider beneficial ownership. The filing records that Wade Thayer, serving as a director of Iron Horse Acquisition II Corp., holds 0 shares directly. No acquisition, disposition, conversion, or derivative exercise is reported in this submission. Why it matters: This compliance exhibit clarifies director equity posture without altering redemption mechanics or trust distribution parameters. The trust remains valued at $10.15 per share, the mandatory redemption deadline stays at 2027-12-18, and the deal-announced status continues unaffected. The director-reported zero direct holding signals current personal equity exposure for investors tracking sponsor conduct and skin-in-the-game alignment, while the document discloses no customer claims, revenue figures, market size estimates, strategic pivots, technology developments, partnership announcements, or pending litigation.
What changed: A Form 8-K current report filed concurrently as a Rule 425 written communication announcing a change in board composition. Iron Horse Acquisition II Corp. appointed Thayer Wade as an independent director effective April 8, 2026, assigning him to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The filing discloses no modifications to the redemption deadline of 2027-12-18, the per-share trust balance of $10.15, any proposal to extend the business combination timeline, or the operational status of the announced target acquisition. Why it matters: The registrant states that Wade joins to provide diverse financial experience in mergers and acquisitions. According to the filing, Wade has managed Epiphany Family LLC since December 2023, previously worked at Vestria Capital from March 2022 through January 2024, served as an Assistant Vice President at Morgan Stanley where he helped launch a channel that grew to over $100 billion in assets under management during his tenure, and held strategic and operational roles at Maximus, Inc. This governance update does not trigger changes to shareholder redemption windows, trust fund protection levels, or deal execution schedules, meaning investors tracking capital deployment should monitor subsequent proxy statements or merger definitive agreements for material timeline shifts rather than relying on this appointment alone.
What changed: A Form 8-K Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically Item 5.02, functioning as a regulatory compliance exhibit to announce the election and appointment of a corporate director and attach corresponding biographical data. Iron Horse Acquisition II Corp. formally notified the SEC of the appointment of Thayer Wade as an independent director effective April 8, 2026. The filing assigns Mr. Wade to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Chief Executive Officer Jose Bengochrea executed the report on April 10, 2026. This submission does not alter the established redemption deadline of 2027-12-18, adjust the disclosed trust account value of $10.15 per share, initiate an extension mechanism, shift the status of the pending business combination, or reflect any new sponsor conduct protocols. Why it matters: Because the filing makes no mechanical changes to the redemption calendar, trust balance, or transaction timeline, it leaves shareholder liquidity windows and extension triggers undisturbed. The substantive content centers entirely on governance staffing: the company attributes Mr. Wade’s qualifications to his diverse financial experience in mergers and acquisitions, specifically noting he co-founded Epiphany Family LLC, a transcontinental firm specializing in US mergers and acquisitions, and has managed the firm since December 2023. The filing further states he served as a senior associate at Vestria Capital from March 2022 through January 2024; worked as Assistant Vice President at Morgan Stanley in strategy and corporate development where he helped launch a channel that grew to over $100 billion in assets under management; held business development, strategy, operations, and emerging technologies roles at Maximus, Inc.; and earned an A.B. cum laude in engineering from Harvard with a secondary in American government and political philosophy. Administrative records in the filing note the registrant’s conformed name changed to Iron Horse Acquisitions Corp. II on February 25, 2025, following a January 14, 2025 change to Iron Horse Acquisition Corp. II. No revenue projections, customer concentrations, market sizing estimates, partnership terms, litigation disclosures, or director compensation figures are included. For investors monitoring capital structure mechanics, this represents a routine board refresh activity unrelated to trust distribution timing or conversion ratio calculations.
What changed: Quarterly report (Form 10-Q) for the period ended February 28, 2026, filed by Iron Horse Acquisition II Corp. (IRHO). This is the first quarterly report since the IPO closed on December 18, 2025. The company placed $230 million in trust (23,000,000 units at $10.00), which as of February 28, 2026 had grown to $231,461,856 ($10.06 per share) from interest income. Cash outside trust is $718,100. The company reported net income of $1,358,897 for the quarter, all from trust interest. No business combination agreement has been announced; the company states it is still identifying a target. The 24-month deadline to complete a deal runs from the IPO closing date (December 18, 2027). Why it matters: 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.
What changed: A Joint Filing Agreement executed pursuant to Securities Exchange Act Rule 13d-1(k), submitted as Exhibit 99.1 to a Schedule 13G, which consolidates the regulatory disclosure obligations of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman regarding their beneficial ownership of Iron Horse Acquisition II Corp. (IRHO) shares. According to the agreement signed on February 17, 2026, the filing introduces no amendments to the redemption calendar, per-share trust value, announced business combination timeline, extension provisions, or sponsor governance framework. The four named entities confirmed they aggregate their reporting requirements for a single Schedule 13G statement covering IRHO shares held as of December 31, 2025, and formally designated Hayley Stein as their attorney-in-fact to execute and amend the disclosure. Beyond this administrative consolidation, the document contains no claims regarding customer concentration, revenue metrics, addressable market size, corporate strategy, proprietary technology, channel partnerships, active litigation, or operational personnel transitions. Why it matters: Although procedurally routine, this joint execution matters because it binds Magnetar’s affiliated funds and David J. Snyderman to a unified reporting vehicle through December 31, 2025, removing ambiguity around fragmented or contradictory beneficial ownership filings ahead of a shareholder vote. Investors modeling proxy exposure and redemption liquidity can treat this as evidence of coordinated, passive retention rather than independent activism or distribution. The lack of accompanying commercial disclosures or strategic riders further indicates the holders are maintaining their current allocation while the announced merger progresses toward the terminal vote date, allowing portfolio managers to accurately weight institutional voting power without adjusting for sudden position shifts.
What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. Filed on February 17, 2026 under SEC tag 0001011438-26-000118, the submission discloses a consolidated reporting arrangement among LMR Partners LLP, LMR PARTNERS Ltd, LMR Partners LLC, LMR Partners AG, LMR PARTNERS (DIFC) Ltd, LMR Partners (Ireland) Limited, Ben Levine, and Stefan Renold. According to Exhibit 99.1, Shane Cullinane (Chief Operating Officer), Allyson Hanlon (Deputy General Counsel), Ben Levine, and Stefan Renold executed a joint filing agreement pursuant to Rule 13d-1(k). The text explicitly states that each signer acknowledges individual responsibility for the timeliness and accuracy of their own portion of the report, while disclaiming responsibility for the others' information unless specifically known to be inaccurate. Why it matters: For investors monitoring redemption windows, trust account treatments, extension proposals, business combination execution, or sponsor governance, this Schedule 13G joint filing does not alter any deal mechanics, modify shareholder voting thresholds, affect redemption pricing or timing, or reflect a change in sponsor control or advisory arrangements. The document contains no operational disclosures, customer metrics, revenue commentary, market sizing, strategic initiatives, technology assessments, commercial partnerships, litigation updates, or personnel announcements. Its exclusive function is administrative: establishing a unified submission channel for multiple LMR-affiliated entities and principals holding aggregate securities that triggered a 13G filing threshold. As such, it delivers zero incremental insight into potential cash outflows ahead of the listed expiration, nor does it signal deviations from standard merger timelines or sponsor fiduciary protocols.
What changed: A Schedule 13G/A Joint Filing Agreement exhibit accompanying a beneficial ownership report. The filing is designated as an amendment (A) to a previously filed Schedule 13G. The attached Exhibit 99.1 is a procedural joint filing agreement dated February 12, 2026, executed by Director Ulla Vestergaard on behalf of MMCAP International Inc. SPC and President Hillel Meltz on behalf of MM Asset Management Inc. According to the agreement, both entities acknowledge they will file all future amendments jointly, accept individual responsibility for the completeness and accuracy of their own disclosed information, disclaim responsibility for the other party’s information except where known to be inaccurate, and waive the necessity of executing additional joint filing agreements. The excerpt contains zero share quantities, percentage thresholds, acquisition or disposition dates, or statements regarding redemption intentions, tender participation, or merger voting plans. Why it matters: For investors tracking the SPAC’s redemption window, the $10.15 trust value per share, the December 18, 2027 deadline, extension procedures, deal progression, or sponsor conduct, this document registers no operational shift. Because the primary Schedule 13G narrative and Item 4 (which normally discloses capital commitments, business combination support, or shareholder solicitation strategies) are absent from this exhibit, there is no verifiable change in blockholder voting power, no indication of planned redemptions or trust maintenance measures, and no commentary affecting shareholder decision timelines. The only substantive takeaway, as stated by the undersigned directors and officers, is the confirmation that MMCAP International Inc. SPC and MM Asset Management Inc. maintain a standing joint filing framework, preserving regulatory continuity without signaling near-term corporate action, partnership development, revenue projections, litigation exposure, or strategic realignment.
What changed: Annual Report on Form 10-K for fiscal year ended November 30, 2025, filed post-IPO (IPO closed December 18, 2025) with no business combination announced. First 10-K since IPO. Confirms trust deposit of $230,000,000 ($10.00 per public share), 24-month deadline to December 18, 2027, sponsor terms (founder shares at $0.0056 per share, private placement at $10.00 per unit), and a going concern qualification due to pre-IPO liquidity. No target identified. Why it matters: 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.
What changed: A routine regulatory 8-K Current Report accompanied by a press release regarding the mechanical separation of publicly traded securities. According to the press release attached to the 8-K, commencing February 6, 2026, unit holders may elect to separately trade the ordinary shares and rights previously bundled in the Company's IPO units. The filing specifies that each unit comprises one ordinary share, par value $0.0001 per share, and one right entitling the holder to one-tenth (1/10) of one ordinary share at the time of the Company’s initial business combination. Separated securities will trade on Nasdaq under symbols IRHO and IRHOR, while unseparated units retain the IRHOU ticker. The release directs holders to have brokers contact Continental Stock Transfer & Trust Company to effect the division. This administrative update unlocks independent equity liquidity but leaves the December 18, 2027 business combination deadline and the $10.15 trust value per share mechanically unchanged. Why it matters: 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.
What changed: Form 8-K Current Report filed on January 20, 2026, disclosing the immediate resignation of independent director Melissa Escobar from the Board of Directors effective January 13, 2026, with the filing signed by Chief Executive Officer Jose Bengochea. The resignation creates a vacant independent director seat but does not modify the redemption schedule, leave the per-share trust balance at $10.15 unchanged, shift the business combination deadline of December 18, 2027, or trigger any extension provisions. Sponsor conduct, liquidation parameters, and deal-phase mechanics remain unaffected by this filing. Why it matters: 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.
What changed: SEC Schedule 13D joint filing agreement (Exhibit 99.1). The filing records a formal agreement by IRHO SPAC Sponsor LLC, Jose Bengochea (Managing Member), and William Caragol to file combined Schedule 13D statements pursuant to Rule 13d-1(f). The submitted excerpt contains no beneficial ownership percentages, acquisition dates, transaction prices, or share counts. Consequently, it introduces no modifications to the stated December 18, 2027 merger deadline, triggers no extension voting procedures, leaves the reported trust balance unadjusted, and specifies no new redemption windows or target business valuation metrics. Why it matters: For investors tracking sponsor conduct and structural mechanics, the executed agreement confirms that the founder group crossed the statutory five-percent beneficial ownership reporting threshold and elected coordinated disclosure, indicating active monitoring of the public equity base. Because the text is limited to the procedural exhibit, it contains zero factual or forward-looking claims regarding customer concentration, revenue projections, addressable market sizing, technology roadmaps, strategic alliances, contingent litigation, or executive personnel movements. Without the accompanying Schedule 13D body containing position sizes, cost bases, or financing commitments, the filing functions solely as an administrative compliance record rather than a catalyst for near-term shareholder action.
What changed: A joint filing agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report. The document is a procedural attestation under Securities Exchange Act Rule 13d-1(k) permitting Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong to submit a single Schedule 13G on behalf of all named holders. It references a beneficial ownership statement dated December 18, 2025, and incorporates a June 10, 2019 power of attorney authorizing Saul Ahn to execute on Siu Min Wong’s behalf. The exhibit discloses zero changes to aggregate share positions, voting directives, redemption preferences, or proposed business combinations. Why it matters: For investors tracking the stated redemption horizon, trust baseline, extension resolutions, target integration milestones, or sponsor governance, this filing delivers no operational updates. The joint filing agreement is a standard compliance mechanism confirming ongoing ownership coordination rather than corporate action. It does not modify shareholder voting rights, alter the trust account trajectory, signal sponsor capitulation or aggression, or advance or stall a listed combination.
What changed: A Form 8-K current report and accompanying audited balance sheet (Exhibit 99.1) documenting the consummation of Iron Horse Acquisition II Corp.’s initial public offering, private placement closing, and independent registered public accounting firm’s report. This document is a Form 8-K current report and accompanying audited balance sheet (Exhibit 99.1) that formally records the closing of Iron Horse Acquisition II Corp.’s initial public offering and private placement. According to the filing and underwriting agreement, the company completed its IPO on December 16, 2025, and the underwriters fully exercised their 45-day over-allotment option on December 18, 2025. The offering consisted of 20,000,000 base units plus 3,000,000 over-allotment units sold at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously, the company closed a private placement of 570,000 units at $10.00 per unit for $5,700,000, with 370,000 units purchased by IRHO SPAC Sponsor LLC and 200,000 by Cantor Fitzgerald & Co. Pursuant to the prospectus terms, $230,000,000 of those net proceeds (which includes $10,950,000 of deferred underwriting discounts) was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. The document establishes a mandatory combination period of 24 months from the December 18, 2025 close, setting a firm liquidation deadline of December 18, 2027. Regarding sponsor conduct and capital history, Note 6 discloses that previously held shares by Bengochea SPAC Sponsors II LLC were cancelled and replaced by IRHO SPAC Sponsor LLC, which contributed $32,000 for 5,750,000 founder shares at approximately $0.0056 per share. Additionally, 10,000 founder shares were transferred to D. Boral Capital LLC as settlement after the company terminated them as lead underwriter in May 2025. As of December 18, 2025, zero working capital loans were outstanding, though a $300,000 non-interest-bearing promissory note from the sponsor was repaid at closing. On other substantive matters, independent auditor MaloneBailey, LLP issued an unqualified opinion containing a going concern qualification, stating that as of December 18, 2025, the company holds only $743,582 in unrestricted cash, $802,234 in working capital, and a shareholders’ deficit of $10,063,766, raising substantial doubt about its ability to operate independently for one year without merging. Per the organization and business plan section, management intends to target U.S. media and entertainment businesses, specifically content studios, film production, family entertainment, animation, music, gaming, e-sports, talent management, and talent-facing brands. The document also clarifies that holders of the 23,000,000 public share rights possess no voting or redemption rights, will receive only one-tenth of an ordinary share upon a business combination, and may see their rights expire worthless if the company liquidates. Why it matters: 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.
What changed: A Joint Filing Agreement executed as Exhibit 99.1 to a Schedule 13G beneficial ownership report. The text formalizes that MMCAP International Inc. SPC and MM Asset Management Inc. will submit the accompanying Schedule 13G statement and all subsequent amendments jointly. Dated December 19, 2025 and signed by Director Ulla Vestergaard and President Hillel Meltz, it allocates independent liability for each entity's proprietary data while establishing shared responsibility for timely, accurate joint submissions. It contains no language modifying redemption eligibility windows, trust fund accounting, extension vote procedures, target company due diligence status, or sponsor governance protocols. Why it matters: This routine compliance exhibit confirms coordinated institutional reporting practices without altering transaction economics or corporate control. Because the document consists solely of procedural acknowledgments and signature blocks, it supplies no data affecting shareholder redemption calculations, trust distribution schedules, merger progression milestones, or sponsor fiduciary actions. It exclusively delineates administrative disclosure duties between the two named holding vehicles and identifies Ulla Vestergaard as Director and Hillel Meltz as President on their respective boards, offering no customer metrics, revenue projections, market valuations, technological roadmaps, partnership frameworks, or litigation positions.
What changed: This is a final prospectus (424B4) for a SPAC initial public offering. It is essentially a registration statement declaring the offering effective and providing the final terms of the IPO. The document finalizes the terms of the SPAC's IPO. The company is offering 20,000,000 units at $10.00 per unit. Each unit consists of one ordinary share and one right that entitles the holder to receive one-tenth of an ordinary share upon consummation of an initial business combination. The trust will be funded with $200,000,000 ($10.00 per unit). The deadline to complete a business combination is 24 months from the closing of this offering (24 months from December 18, 2025). The sponsor purchased 5,750,000 founder shares for $32,000. The sponsor and Cantor Fitzgerald are purchasing an aggregate of 570,000 private units at $10.00 per unit ($5,700,000). There are nine non-managing sponsor investors who have expressed an interest in indirectly purchasing 315,000 private units through the sponsor. The document states the company has not yet selected a target and has had no substantive discussions. The focus will be on the media and entertainment industry. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.