Iron Horse Acquisition II Corp. 8-K

What Happened
Iron Horse Acquisition II Corp. (IRHO) announced on April 21, 2026 that it entered into a definitive merger agreement to combine with Electra Vehicles, Inc. The transaction calls for IRHO to domesticate from the Cayman Islands to Delaware, merge its wholly owned Merger Sub into Electra (making Electra a wholly owned subsidiary), and rename the public company “Electra AI, Inc.” The Base Purchase Price is $250,000,000 plus the Aggregate Exercise Price (amounts attributable to vested, in‑the‑money Electra options), with the consideration issued as Parent common shares. The parties expect key executive appointments at closing, including Fabrizio Martini as CEO and Nicholas Chakalos as President & COO.

Key Details

• Purchase price: $250,000,000 plus Aggregate Exercise Price; consideration issued as Parent Common Shares (pricing mechanics tied to $10/share and dilution protections).
• Earnout: up to 15,000,000 additional Parent Common Shares payable over a 5‑year earnout period in three equal tranches if stock price (VWAP) or ARR milestones are met (VWAP thresholds: $14 / $16 / $18; ARR thresholds: $45M / $55M / $65M).
• Closing conditions include shareholder approvals, effectiveness of an S‑4/Proxy Statement, conditional Nasdaq listing approval, no continuing material adverse effect, and at least $30,000,000 of Parent closing cash. Outside Closing Date is January 21, 2027.
• Governance and management: post‑closing Parent board to have seven directors (Electra to designate 5; two jointly designated by Electra and the Sponsor); anticipated officers named above. Sponsor support and lock‑up agreements were executed; sponsor and certain company shareholders agree to voting/transfer restrictions and a staggered four‑quarter lock‑up release tied to quarterly earnings releases.

Why It Matters
This is a SPAC business combination that will take Electra public through IRHO and rebrand the combined company as Electra AI, Inc. For retail investors, the filing shows the transaction economics (base consideration, potential earnout shares) and key closing hurdles (SEC registration, Nasdaq approval, minimum cash at close). The earnout and share issuance mechanics can materially affect post‑close share count and dilution; the required $30M min cash and conditional Nasdaq approval are important milestones to watch. The agreement also includes customary sponsor support, lock‑ups and registration rights that will influence share liquidity and resale timing after closing.