ELECTRA AI & Iron Horse File S-4 for Business Combination

Key Highlights

• Iron Horse Acquisition II Corp. (IRHO) and Electra Vehicles, Inc. (Electra) filed a Registration Statement on Form S-4 with the SEC on May 15, 2026, for their proposed business combination.
• An Amendment to the Merger Agreement was entered into on May 14, 2026, revising provisions including Aggregate Merger Consideration, Conversion Ratio, and earnout shares.
• The proposed transaction values Electra at an implied equity value of approximately $250 million+, including earn-out targets.
• The combined company will operate as ELECTRA AI and is expected to trade on Nasdaq under the ticker symbol "AIBR".
• The amendment also addresses the treatment of Company Convertible Notes and Minimum Ownership Threshold provisions.
• The transaction is expected to close in the second half of 2026, subject to shareholder approval and customary closing conditions.
• Electra shareholders, officers, directors, and the IRHO SPAC Sponsor are subject to a staggered lock-up period, releasing in four equal quarterly installments over 12-16 months post-close.
• Earn-out shares referenced in the filing apply to all Electra shareholders, not solely active employees.