IRHO · Iron Horse Acquisitions II Corp. Common Stock

Iron Horse Acquisition II Corp., a Cayman Islands SPAC (Nasdaq: IRHOU), announced a definitive merger agreement dated April 21, 2026, with Electra Vehicles, Inc., a Delaware-based AI battery intelligence provider. The transaction values Electra at a $250 million base purchase price plus the aggregate exercise price of vested in-the-money options, delivered as Parent Common Shares at $10 per share. The structure involves Iron Horse's domestication to Delaware (converting ordinary shares 1:1 to Class A Common Shares, rights to 1/10 Class A, and units separating accordingly), followed by Merger Sub merging into Electra, making it a wholly-owned subsidiary renamed per mutual agreement, with Parent renaming to 'Electra AI, Inc.'

Key terms include a Conversion Ratio based on fully diluted Company shares, with not more than 3,994,802 Class B shares issued. Post-merger, Electra holders receive Class A or B shares matching their prior class, plus contingent Earnout Shares up to 15 million over five years, triggered by stock price VWAP thresholds ($14/16/18 over 10/20 trading days) or ARR milestones ($45M/$55M/$65M). Options convert to Parent options; convertible notes convert to shares.

Governance shifts to a 7-director board (Electra designates 5, 2 joint with Sponsor), majority independent for Nasdaq compliance, with Fabrizio Martini as CEO and Nicholas Chakalos as President/COO. Closing requires shareholder approvals, S-4 effectiveness, Nasdaq conditional approval, minimum $30M cash (post-redemptions/PIPE), and transaction expenses ≤$2M (excess borne by Sponsor). Termination possible by mutual consent or January 21, 2027 outside date.

Ancillary agreements include Sponsor and Company support agreements (voting commitments, transfer restrictions), lock-up (staggered quarterly release over ~1 year post-first earnings), and amended registration rights. Item 3.02 incorporates unregistered Parent share issuance per Section 4(a)(2)/Reg D exemption. Item 7.01 furnishes joint press release (Exhibit 99.1) detailing Electra's AI battery optimization for EVs/BESS/fleets, backed by Stellantis/BlackBerry/Ferrari, targeting H2 2026 close.