Iron Horse Acquisition II Corp. 8-K

What Happened

• On May 14, 2026, Iron Horse Acquisition II Corp. (IRHO) entered into an Amendment to the Merger Agreement among IRHO, IRHO Merger Sub Inc. and Electra Vehicles, Inc. The Amendment revises key deal terms including definitions and calculations for Aggregate Merger Consideration and Conversion Ratio, treatment of Company Convertible Notes from Electra’s bridge financing, Minimum Ownership Threshold provisions, and post-closing earnout share terms.
• On May 15, 2026 IRHO filed a registration statement on Form S-4 with the SEC (preliminary proxy statement/prospectus). On May 16, 2026 Electra sent a letter to its shareholders announcing the S-4 filing and outlining next steps. The Amendment is filed as Exhibit 2.1; related press release and shareholder letter are Exhibits 99.1 and 99.2.

Key Details

• Amendment date: May 14, 2026; parties: IRHO, IRHO Merger Sub Inc., and Electra Vehicles, Inc.
• S-4 filing date: May 15, 2026; Electra shareholder letter: May 16, 2026.
• Amendment changes: definitions of Aggregate Merger Consideration, Company Earnout Holders, Conversion Ratio; calculation methods; treatment of convertible bridge notes; Minimum Ownership Threshold and earnout share mechanics.
• IRHO will mail a definitive proxy statement/prospectus to shareholders before the vote on the Business Combination; shareholders can obtain documents free via SEC.gov.

Why It Matters

• The Amendment alters how deal consideration and post-close ownership may be calculated and allocated (conversion ratio, earnouts, and treatment of bridge financing), which can materially affect the economics and ownership stakes for IRHO and Electra shareholders.
• The S-4 filing begins the formal SEC disclosure and proxy process required for shareholder approval; it will include detailed financials, deal terms and risks investors should review before voting or making investment decisions.
• Retail investors should watch for the definitive proxy/prospectus (mailed to IRHO shareholders) and read the Risk Factors and forward‑looking disclosures—these documents will explain the precise financial impact, voting timeline, and any Nasdaq listing contingencies.