IRHO SPAC to acquire Electra Vehicles at $250M base price; post-merger renamed Electra AI, Inc.

Iron Horse Acquisition II Corp.

Domestication from Cayman Islands to Delaware; IRHO renames to Electra AI, Inc. and issues dual-class common stock.
Base purchase price $250M plus aggregate option exercise price; paid in Parent Common Shares at $10.00 reference price.
Up to 15M earnout shares contingent on stock price ($14/$16/$18) or ARR targets ($45M/$55M/$65M) over 5 years.
Post-closing board: Electra designates 5 of 7 directors; Fabrizio Martini CEO, Nicholas Chakalos President & COO.
Closing conditions include minimum $30M cash, Nasdaq listing, and shareholder approvals; outside close date Jan 21, 2027.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Iron Horse Acquisition II Corp. entered into Merger Agreement with Electra Vehicles, Inc. valued at $250,000,000 (effective 2026-04-21).

Action: entry
Agreement: merger
Counterparty: Electra Vehicles, Inc.
Value: $250,000,000
Effective: 2026-04-21

Exact text from the filing

On April 21, 2026, Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“ IRHO ” or “ Parent ”), entered into a merger agreement, by and among IRHO, IRHO Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of IRHO (“ Merger Sub ”), and Electra Vehicles, Inc., a Delaware corporation (“ Electra ” or the “ Company ”) (as it may be amended and/or restated from time to time, the “ Merger Agreement ”).

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Iron Horse Acquisition II Corp. filing history →

Source: SEC EDGAR

accession 0001213900-26-046611

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