As filed with the U.S. Securities and Exchange Commission on May 14, 2026.

Registration No.              

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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Iron Horse Acquisition II Corp.*
(Exact name of registrant as specified in its charter)

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851 Broken Sound Parkway NW, Suite 230
Boca Raton, FL 33487
(310) 290-5383
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Jose Bengochea
Chief Executive Officer
851 Broken Sound Parkway NW, Suite 230
Boca Raton, FL 33487
(310) 290-5383
(Name, address, including zip code and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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*           Prior to the consummation of the Business Combination described herein, Iron Horse Acquisition II Corp. (“IRHO”), by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation, whereby the jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware; and after the merger of Merger Sub, a wholly owned subsidiary of IRHO, with and into Electra Vehicles, Inc. (the “Company”), pursuant to which, at the closing of the transactions contemplated by the Merger Agreement, the Company will be the surviving corporation and a wholly owned subsidiary of IRHO. All securities being registered will be issued by IRHO (after its domestication in Delaware, and being the parent of the Company).

The registrant and co-registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

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(1)      The Co-Registrant has the following principal executive office:110 K Street, Suite 330, Boston, Massachusetts 02127.

(2)      The agent for service for the Co-Registrant is: Fabrizio Martini, Attn: Chief Executive Officer.

The information in this proxy statement/prospectus is not complete and may be changed. Iron Horse Acquisition II Corp. may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

Corporation. The Merger will become effective upon the filing of the articles of merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties to the Merger Agreement and specified in the articles of merger (the “Effective Time”). The Domestication, the Merger, and other transactions contemplated by the Merger Agreement are collectively referred to herein as the “Business Combination,” the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.”

Pursuant to the Merger Agreement, IRHO has agreed to acquire all of the equity interests of Electra for the sum of $250,000,000, plus the Aggregate Exercise Price, as adjusted pursuant to the terms of the Merger Agreement (the “Base Purchase Price”), for the issuance of shares comprising the Aggregate Merger Consideration. The term “Aggregate Merger Consideration” means a number of Parent Common Shares equal to the quotient obtained by dividing (a) the Base Purchase Price, by (b) US$10.00, which Parent Common Shares shall include no more than a number of Parent Class B Common Shares equal to the conversion rate multiplied by 3,994,802. The Term “Aggregate Exercise Price” means the aggregate dollar amount payable to the Company upon the exercise or conversion of all vested in-the money Company Options that are outstanding immediately prior to the Effective Time. The Base Purchase Price shall be automatically adjusted upwards in increments of $10.000 until the Aggregate Merger Consideration (excluding shares of Parent Common Stock issuable in respect of convertible notes and upon the exercise of Converted Stock Options) represents at least 50.1% of the Aggregate Parent Fully Diluted Shares. The term “Aggregate Parent Fully Diluted Shares” means, as of immediately after the Effective Time, the sum, without duplication, of (a) all Parent Common Shares issued and outstanding (after giving effect to the Domestication, the Merger, the conversion of all “Parent Rights”, any PIPE Financing, and any forfeiture or surrender of Sponsor Shares); plus (b) the aggregate number of Parent Common Shares issuable upon exercise of all outstanding Converted Stock Options.

As additional consideration in the Merger, the holders of Company Common Stock, Company Preferred Stock and Company Options (whether vested or unvested) (the “Earnout Holders”) shall be entitled to earn additional Parent Common Shares (the “Earnout Shares”) in an amount not to exceed 15,000,000 Parent Common Shares in the aggregate (the “Earnout Cap”), which shall be issued as Parent Class A Common Shares to Earnout Holders who hold exclusively Company Class A Common Stock, Company Preferred Stock or Company Options and as Parent Class B Common Shares to Earnout Holders who hold any shares of Company Class B Common Stock, as more fully described in this proxy/prospectus. “Company Capital Stock” means “Company Common Stock,” consisting of the Class A common stock of the Company, $0.00001 par value per share, the Class B common stock of the Company, $0.00001 par value per share, and “Company Preferred Stock,” consisting of the Company Series Seed Preferred Stock, the Company Series A Preferred Stock and the Company Series B Preferred Stock.

Immediately following the Closing, Parent’s board of directors will consist of seven (7) directors, of which Electra has the right to the right to designate five (5) directors and the remaining two directors shall be jointly designated by Electra and IRHO SPAC Sponsor LLC. At least a majority of the board of directors shall qualify as independent directors under Nasdaq or Alternate Exchange rules, as applicable.

At the Closing, all of the officers of Parent shall resign and the following individuals are expected to be appointed as officers of Parent: Fabrizio Martini, as Chief Executive Officer and Nicholas Chakalos, President & Chief Financial Officer.

Additionally, in connection with the execution of the Merger Agreement, (i) IRHO entered into a support agreement (the “Parent Support Agreement”) with the Sponsor and Electra, pursuant to which the Sponsor agreed to, among other things, to vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby; and (ii) IRHO entered into a support agreement (the “Company Support Agreement”) with the Company and certain shareholders of the Company (the “Company Supporting Shareholders”) pursuant to which the Company Supporting Shareholders agreed to, among other things, vote to adopt and approve, the Merger Agreement and the transactions contemplated thereby. At the time of this filing, although the parties intend to enter into a private placement on terms mutually agreeable to Parent and Electra, acting reasonably (any such purchase by investors, a “PIPE Financing”), there is no commitment for any PIPE Financing and there can be no assurance that IRHO and Electra will enter into agreements for any PIPE Financing.

Following the Business Combination (assuming maximum redemptions), Fabrizio Martini, Electra’s co-Founder and Chief Executive Officer, will beneficially own (including shares underlying Converted Stock Options as defined in the Merger Agreement) approximately ____% of the combined voting power for the election of directors to the Electra Pubco Board, and, as a result, Electra Pubco will be considered a “controlled company” for the purposes of Nasdaq

listing rules. For so long as Electra Pubco remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, investors may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Electra Pubco’s status as a controlled company could cause its securities to be less attractive to certain investors or otherwise adversely affect the trading price. See “Risk Factors — Electra Pubco will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

For information on the percentage of the issued and outstanding shares of Electra Pubco Common Stock immediately following the Closing that are expected to be held by the Electra Securityholders (as defined below), the Sponsor and IRHO’s current public security holders, in various redemption scenarios, based on Electra’s balance of capital stock as of ______, 2026, see “Questions and Answers for Shareholders of IRHO — What equity stake will current IRHO shareholders and Electra Securityholders hold in Electra Pubco immediately after the consummation of the Proposed Transaction?”

The IRHO Units, IRHO Ordinary Shares and IRHO Rights are currently listed on Nasdaq under the symbols “IRHOU,” “IRHO” and “IRHOR,” respectively. IRHO has applied to obtain the listing of the Electra Pubco Common Stock on Nasdaq under the symbol “_____” upon the Closing. Electra Pubco will not have publicly traded units or rights following the Closing. Pursuant to the terms of the Merger Agreement, as a closing condition, IRHO is required to cause the Electra Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq or another national securities exchange, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, IRHO may not have received from Nasdaq either confirmation of the listing of the Electra Pubco Common Stock or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived and therefore the Electra Pubco Common Stock would not be listed on any nationally recognized securities exchange.

The following summarizes the pro forma ownership of Pubco Common Stock immediately following the Business Combination under several redemption scenarios: no additional redemptions, 25%, 50%, 75% redemptions, and full redemptions.

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(1)      Includes 2,300,000 shares of Pubco Common Stock issued to all public shareholders upon exchange of the rights issued in the IPO, and in the case of the maximum redemptions scenario, such number reflects the maximum number of shares that could be redeemed to ensure a minimum of $30,000,000 in the Trust Account at the time of the Closing.

(2)      Reflects the number of Shares that will be held by the Sponsor after the forfeiture of up to 800,000 Risk Shares as contemplated by the Merger Agreement.

(3)      Includes all Shares to be issued to the stockholders of Electra as adjusted to ensure the minimum ownership threshold of 50.1% at the Closing.

(4)      Includes Shares issued to vendors and financial advisors to Electra and IRHO other than Cantor.

Stockholders will experience additional dilution to the extent Electra Pubco issues additional shares of Common Stock after the closing of the Business Combination. The table above excludes any shares that will be issuable upon the conversion of the Working Capital Notes.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Condensed Combined Pro Forma Financial Information.” For more information, including the ownership percentages in the no additional redemptions scenario and the effect of certain dilutive securities, see the section entitled “The Business Combination Proposal — Ownership of Electra Pubco after the Closing.”

Following consummation of the Business Combination, as a result of its ownership of more than ___% of the outstanding shares of Electra Pubco Common Stock, Mr. Martini is expected to control all matters to be voted upon by the combined company’s stockholders. As a result, the combined company will be a “controlled company” as defined in the corporate governance rules of The Nasdaq Stock Market LLC (“Nasdaq”).

Parent, the Sponsor, the Company and certain former shareholders, officers and directors of the Company will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which the Parent Common Shares and any other equity securities convertible into or exchangeable for or representing the rights to receive Parent Common Shares, if any, held immediately following the Closing shall be subject to a lock-up for the Lock-Up Period. The “Lock-Up Period” means the period beginning on the Closing Date and ending in four consecutive equal quarterly installments following the Closing Date, one-fourth (1/4) of the securities subject to the Lock-Up upon the Company issuing its quarterly earnings release that occurs at least 120 days after the Closing Date for each quarter thereafter.

Compensation Received by the Sponsor

Within five (5) business days following the consummation of the business combination, the Sponsor of IRHO may convert its working capital notes (our “Working Capital Notes” or “Working Capital Loans”) into IRHO Ordinary Shares, at a price of $10.00 per Share, which will be exchanged for Parent Common Shares. If IRHO completes a business combination, IRHO will repay the Working Capital Notes out of the proceeds of the Trust Account released to IRHO. Otherwise, the Working Capital Notes would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, IRHO may use a portion of proceeds held outside the Trust Account to repay the $__________ in Working Capital Notes but no proceeds held in the Trust Account would be used to repay the Working Capital Notes.

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by IRHO to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

The retention of shares by the Sponsor and the reimbursements payable to the Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming IRHO stockholders. See “The Business Combination Proposal — Ownership of Pubco after the Closing.”

Conflicts of Interest

Since the Sponsor, its affiliates, representatives and certain initial shareholders of IRHO (the “Initial Shareholders”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of IRHO Ordinary Shares, a conflict of interest may exist in determining whether the Business Combination with Electra is appropriate. Such interests include that the Initial Shareholders will lose their entire investment in IRHO if IRHO does not complete a business combination. When you consider the recommendation of the IRHO Board in favor of approval of the Business Combination, you should keep in mind that the Initial Shareholders have interests in such proposal that are different from, or in addition to (which may conflict with), those of the IRHO shareholders generally.

These conflicts of interest include, among other things, the interests listed below:

•        The beneficial ownership of the Sponsor and certain Initial Shareholders of 6,320,000 IRHO Ordinary Shares consisting of 5,750,000 Founder Shares which were acquired prior to the IPO for an aggregate of $32,000 and 570,000 Private Placement Shares purchased at the time of the IPO (200,000 of which were purchased by Cantor) will be worthless if the Business Combination is not consummated because the Initial Shareholders and the Sponsor have agreed to waive their Rights to any liquidation distributions.

•        If the Business Combination is consummated, the Sponsor and the Initial Shareholders would own up to an aggregate of 6,320,000 Parent Common Shares with an aggregate market value of approximately $              , based on the closing price of the Public Shares of $              on Nasdaq as of            , 2026.

•        The Sponsor or an affiliate of the Sponsor have issued to the IRHO Working Capital Loans up to the amount of $_____. In the event that the Business Combination does not close, IRHO may use a portion of proceeds held outside the Trust Account to repay the loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Notes. All unpaid amounts would be forfeited.

•        The continued indemnification of current directors and officers of IRHO and the continuation of directors’ and officers’ liability insurance after the Business Combination.

•        The fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations.

•        The fact that our Sponsor, and current and former officers and directors will lose their entire investment in us if an initial business combination is not completed.

•        The fact that certain officers and directors of IRHO have an economic interest in the 3,230,000 out of 5,750,000 Founder Shares currently owned by the Sponsor and purchased by the Sponsor in connection with the IRHO IPO, as a result of their direct or indirect membership interests in the Sponsor. The 5,750,000 Founder Shares were purchased by the Sponsor for approximately $0.005 per share ($32,000 in the aggregate). Additionally there are 370,000 IRHO ordinary shares that were purchased in the private placement that closed at the time of the IPO, for $10.00 per share ($3,700,000 in the aggregate). Mr. Bengochea and Mr. Caragol, are the managing members of the Sponsor. The economic interest (or deemed economic interest) of this entity in the Founder Shares retained by the Sponsor is shown below:

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(1)      The Sponsor has an economic interest in 5,750,000 Founder Shares and 370,000 IRHO Ordinary Shares, which is owned 50% by each of Mr. Bengochea and Mr. Caragol our Chief Executive Officer and Chief Financial Officer, respectively.

In light of the foregoing, the Sponsor and its affiliates will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Electra rather than liquidate even if (i) Electra is a less favorable target company or (ii) the terms of the Business Combination are less favorable to shareholders. As a result, our Sponsor and directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other shareholders. Further, the Sponsor may receive a positive return on the Founder Shares even if IRHO’s public shareholders experience a negative return on their investment after consummation of the Business Combination. See “The Business Combination Proposal — Ownership of Pubco after the Closing.”

These interests may influence IRHO’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby. These interests were considered by the IRHO Board when it approved the Business Combination.

For more information, please see Section — “DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF IRHO PRIOR TO THE BUSINESS COMBINATION — Conflicts of interest.”

The IRHO Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Electra. The directors and officers of IRHO have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, enabled them to make the necessary analyses and determinations regarding the Business Combination with Electra. In addition, IRHO’s directors and officers have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the IRHO Board in valuing Electra’s business.

IRHO will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination at [•], Eastern Time, on [•]. The extraordinary general meeting will be a virtual meeting conducted via live webcast. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the meeting will be at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154. You or your proxyholder will also be able to attend and vote at the extraordinary general meeting online by visiting [•] and using a control number assigned by Continental Stock Transfer & Trust Company (the “Transfer Agent”). To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your shares in IRHO, please contact ___________, our proxy solicitor, by email at _____________. Individuals may also call _____________; banks and brokers can call __________________. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at [•].

This document is (i) a prospectus related to the issuance by Electra Pubco of Electra Pubco Common Stock in the Business Combination, and (ii) a proxy statement for IRHO to use in soliciting proxies for the extraordinary general meeting.

This proxy statement/prospectus provides shareholders of IRHO with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of IRHO. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 18 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

IRON HORSE ACQUISITION II CORP.
Cayman Islands Exempted Company
(Company Number 425713)
851 Broken Sound Parkway Nw

Boca Raton, FL 33487
(310) 290-5383

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [•]

To the Shareholders of Iron Horse Acquisition II Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”), will be held virtually at [•], Eastern Time, on [•], 2026. The extraordinary general meeting will be a virtual meeting conducted via live webcast at [•]. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of IRHO (as may be amended from time to time, the “Cayman Constitutional Documents”), the physical location of the extraordinary general meeting will be at the offices of Loeb & Loeb LLP at 345 Park Ave, New York, New York 10154. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

(1)    Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution and adopt the Merger Agreement, dated as of April 21, 2026 (as may be further amended and/or restated from time to time, the “Merger Agreement”), by and among IRHO Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IRHO (“Merger Sub”), and Electra Vehicles, Inc., a Delaware company (“Electra” or the “Company”), and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Proposed Transaction” or “Business Combination”). Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, as amended (“DGCL”), Merger Sub will merge with and into Electra (the “Merger”), with Electra continuing as the surviving entity of the Merger and becoming a wholly-owned subsidiary of Electra Pubco (as defined below), as described in more detail in the attached proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement and the Amendment to Merger Agreement, dated as of May 14, 2026, are attached to the accompanying proxy statement/prospectus as Annex A-1 and Annex A-2. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that Iron Horse Acquisition II Corp.’s (“IRHO”) entry into the Merger Agreement, dated as of April 21, 2026 (as amended and as may be further amended and/or restated from time to time, the “Merger Agreement”), by and among IRHO, Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IRHO (“Merger Sub”), and Electra Vehicles, Inc., a Delaware company (“Electra”), (a copy of the Merger Agreement and the Amendment to Merger Agreement, dated as of May 14, 2026, are attached to the proxy statement/prospectus as Annex A-1 and Annex A-2), pursuant to which, among other things, following the domestication and transfer by way of continuation of IRHO to the State of Delaware as described below, the merger of Merger Sub with and into Electra (the “Merger”), with Electra surviving the Merger, in accordance with the terms and subject to the conditions of the Merger Agreement, and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), to be approved, ratified and confirmed in all respects.”

(2)    Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve by way of special resolution, to de-register IRHO from the Register of Companies in the Cayman Islands (the “Cayman Registrar”) and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the Cayman Constitutional Documents, Section 388 of the DGCL, and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) (the “Domestication”). The Domestication will be effected at least one business day prior to the effective time of the Merger in accordance with Section 388 of the DGCL and Part XII of the Companies Act, including the filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, together with the proposed new certificate of incorporation of Electra Pubco (as defined below) (the “Proposed Charter”). Upon the effectiveness of the Domestication, IRHO will become a Delaware corporation and will change

its corporate name to “ELECTRA AI, Inc.” (IRHO following the Domestication and then following the Business Combination, “Electra Pubco”). In connection with the Domestication, all outstanding securities of IRHO will convert into securities of Electra Pubco, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.” The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that Iron Horse Acquisition II Corp (“IRHO”) be de-registered from the Register of Companies in the Cayman Islands pursuant to Article 46 of the articles of association of the IRHO and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance Section 388 of the Delaware General Corporation Law, as amended, and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “Domestication”) and conditional upon, and with effect from, the effective time of the Domestication, and the name of IRHO be changed to “ELECTRA AI, Inc.” and the registered office of IRHO be changed to [•]. In connection with the Domestication, IRHO will file a certificate of incorporation with the Secretary of State of the State of Delaware whereby IRHO shall have a dual class common stock consisting of Class A common stock, par value $0.0001 per share (the “Parent Class A Common Shares”) and Class B common stock, par value $0.0001 per share (the “Parent Class B Common Shares” and together with the Parent Class A Common Shares, the “Parent Common Shares”).”

(3)    Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Electra Pubco Common Stock and securities convertible into shares of Electra Pubco Common Stock to (i) the Electra equityholders pursuant to the Merger Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements IRHO may enter into prior to Closing. We refer to this proposal as the “Stock Issuance Proposal”. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Electra Pubco Common Stock to Electra equityholders pursuant to the Merger Agreement, and any other persons pursuant to subscription, purchase or similar agreements IRHO may enter into prior to Closing be approved in all respects.”

(4)    Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve by way of special resolution the Proposed Charter and the proposed new bylaws (“Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Electra Pubco (a corporation incorporated in the State of Delaware), (the “Organizational Documents Proposal”). The Proposed Charter shall provide a dual class common stock consisting of Class A common stock, par value $0.0001 per share (the “Parent Class A Common Shares”) and Class B common stock, par value $0.0001 per share (the “Parent Class B Common Shares” and together with the Parent Class A Common Shares, the “Parent Common Shares”). The forms of each of the Proposed Charter and the Proposed Bylaws are attached to the accompanying proxy statement/prospectus as Annex B-1 and Annex B-2, respectively. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter and Proposed Bylaws (copies of which are attached to the proxy statement/prospectus as Annex B-1 and Annex B-2, respectively), with such principal changes as described in the Advisory Organizational Documents Proposals 5A through 5F. The Proposed Charter shall provide a dual class common stock consisting of Class A common stock, par value $0.0001 per share (the “Parent Class A Common Shares”) and Class B common stock, par value $0.0001 per share (the “Parent Class B Common Shares” and together with the Parent Class A Common Shares, the “Parent Common Shares”).”

(5)    Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six (6) separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by way of ordinary resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

(A)    Advisory Organizational Documents Proposal 5A (Authorized Shares) — authorize the change in the authorized capital stock of IRHO from (a) 50,000,000 IRHO Ordinary Shares, par value $0.0001 per share,, and 1,000,000 preference shares, par value $0.0001 per share, of IRHO to (b) [*] Class A shares of Electra Pubco Common Stock, par value $0.0001 per share, [*] Class B shares of Electra Pubco Common Stock, par value $0.0001 per share, and [*] shares of preferred stock (“Advisory Organizational Documents Proposal 5A”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the authorized capital stock of IRHO be changed from 50,000,000 IRHO Ordinary Shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to [*] shares of Class A Electra Pubco Common Stock, par value $0.0001 per share, [*] Class B shares of Electra Pubco Common Stock, par value $0.0001 per share, and [*] shares of preferred stock, par value $0.0001 per share, as described in Advisory Organizational Documents Proposal 5A.”

(B)    Advisory Organizational Documents Proposal 5B (Exclusive Forum Provision) — to authorize adopting Delaware as the exclusive forum for certain stockholder litigation and adopting the federal district courts of the United States as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act of 1933, as amended (the “Securities Act”) (“Advisory Organizational Documents Proposal 5B”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that (a) Delaware be adopted as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States be adopted as the exclusive forum for asserting a cause under the Securities Act, as described in Advisory Organizational Documents Proposal 5B.”

(C)    Advisory Organizational Documents Proposal 5C (Required Vote to Amend Charter) — to approve provisions providing that the affirmative vote of at least 66 and 2/3% of the voting power of all the then outstanding shares of capital stock of Electra Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Part B of Article V, Article VI, Article VII, Article IX, Article X and Article XI of the Proposed Charter (“Advisory Organizational Documents Proposal 5C”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions providing that the affirmative vote of at least 66 and 2/3% of the voting power of all the then outstanding shares of capital stock of Electra Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Part B of Article V, Article VI, Article VII, Article IX, Article X and Article XI of the Proposed Charter;

(D)    Advisory Organizational Documents Proposal 5D (Removal of Directors) — to approve provisions permitting the removal of a director, with or without cause, by the affirmative vote of at least 66 and 2/3% of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 5D”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions permitting the removal of a director, with or without cause, by the affirmative vote of at least 66 and 2/3% of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class, as described in Advisory Organizational Documents Proposal 5D, be approved.”

(E)    Advisory Organizational Documents Proposal 5E (Stockholder Action by Written Consent) — to approve provisions that require or permit stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting (“Advisory Organizational Documents Proposal 5E”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions requiring or permitting stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting, as described in Advisory Organizational Documents Proposal 5E, be approved.”

(F)    Advisory Organizational Documents Proposal 5F (Additional Changes) — to approve and adopt an amendment to the Cayman Constitutional Documents to authorize certain additional changes, including, among other things, (a) making Electra Pubco’s corporate existence perpetual, and (b) removing certain provisions related to IRHO’s status as a blank check company that will no longer be applicable upon Closing, all of which the IRHO Board believes is necessary to adequately address the needs of Electra Pubco after the Business Combination (“Advisory Organizational Documents Proposal 5F”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that certain additional changes, including, among other things, (i) making Electra Pubco’s corporate existence perpetual and (ii) removing certain provisions related to IRHO’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the IRHO Board believes is necessary to adequately address the needs of Electra Pubco after the Business Combination, as described in Advisory Organizational Documents Proposal 5F, be approved.”

(6)    Proposal No. 6 — The Electra Pubco Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the Electra Pubco Equity Incentive Plan (the “Electra Pubco Equity Incentive Plan Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the ELECTRA AI, Inc. 2026 Incentive Plan (a copy of which is attached to this proxy statement/prospectus as Annex C) and any form award agreements thereunder, be approved and adopted in all respects.”

(7)    Proposal No. 7 — The Adjournment Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting be approved.”

Each of Proposal Nos. 1, 2, 3, 4 and 6 is cross-conditioned on the approval of each other (the “Condition Precedent Proposals”). The Advisory Organizational Documents Proposal and the Adjournment Proposal are not cross-conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Only holders of record of IRHO Ordinary Shares at the close of business on [•], 2026 (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to IRHO’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting,

all of IRHO’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 18 of this proxy statement/prospectus.

After careful consideration, the board of directors of IRHO (the “IRHO Board”) has unanimously approved the Proposed Transaction and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Proposed Transaction, and “FOR” all other proposals presented to IRHO’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the IRHO Board, you should keep in mind that IRHO’s directors and officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. Additionally, the Sponsor (as defined below) has the right to vote an aggregate of 6,120,000 shares, or approximately 21% of the issued and outstanding IRHO Ordinary Shares. Accordingly, the Sponsor will be able to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Electra Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals with the additional vote of holders of 13,236,440 public Ordinary Shares. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined herein) (a “Public Shareholder”) may request that IRHO redeem all or a portion of its Public Shares for cash if the Proposed Transaction is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold Public Shares or (b) hold Public Shares through IRHO Units and elect to separate your IRHO Units into the underlying Public Shares and Public Rights prior to exercising your redemption Rights with respect to the Public Shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), IRHO’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that IRHO redeem all or a portion of your Public Shares for cash; and

(iii)   tender or deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Holders of IRHO Units must elect to separate Units held by them into the underlying Public Shares and Public Rights prior to exercising their redemption rights with respect to the Public Shares. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely tenders or delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, IRHO will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the funds held the trust account established at the consummation of IRHO’s IPO (the “Trust Account”) that are available for distribution to Public Shareholders, calculated as of two business days prior to the consummation of the Proposed Transaction. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting of IRHO — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public

Shares with respect to more than an aggregate of 15% of the Public Shares without IRHO’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without IRHO’s prior consent.

The Merger Agreement is subject to the satisfaction or waiver of customary closing conditions, including, among others: (a) approval of the Business Combination and related agreements and transactions by the respective shareholders of IRHO and Electra; (b) the effectiveness of the registration statement on Form S-4 filed by IRHO of which the accompanying proxy statement/prospectus forms a part; (c) the Electra Pubco Common Stock being approved for listing on Nasdaq or another national securities exchange; (d) the amount of cash at the Closing shall equal or exceed $30,000,000.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Electra Pubco Equity Incentive Plan Proposal, and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The approval of the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the IRHO Ordinary Shares who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The approval of the Domestication Proposal requires a special resolution of the holder of Ordinary Shares issued and outstanding.

The Sponsor and each director and officer of IRHO (collectively, the “Insiders”) and Cantor (together with the Insiders, “Initial Shareholders”) have agreed to, among other things, vote in favor of the Proposed Transaction, and to waive their redemption rights in connection with the consummation of the Proposed Transaction with respect to any IRHO Ordinary Shares held by them. Such redemption rights waiver was provided in connection with IRHO’s IPO and without any separate consideration paid in connection with providing such waiver. The Sponsor, which includes among its members each of the directors and officers of IRHO, owns 5,750,000 Founder Shares, 570,000 Private Placement Units, and 57,000 Ordinary Shares upon exchange of 570,000 Private Placement Rights. As a result, as of the date of the accompanying proxy statement/prospectus, the Insiders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares. Accordingly, the Insiders will be able to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Electra Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

Following the Business Combination (assuming maximum redemptions), Fabrizio Martini will beneficially own (including shares underlying Converted Stock Options) approximately __________% of the combined voting power for the election of directors to the Electra Pubco Board, and, as a result, Electra Pubco will be considered a “controlled company” for the purposes of Nasdaq listing rules. For so long as Electra Pubco remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, investors may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Electra Pubco’s status as a controlled company could cause its securities to be less attractive to certain investors or otherwise adversely affect the trading price. See “Risk Factors — Electra Pubco will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting

in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention is not a vote cast. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Proposed Transaction and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your IRHO Ordinary Shares, please contact _______________, our proxy solicitor, by email at _______________. Individuals may also call _________________ toll free at _______________; banks and brokers can call _____________. This notice of extraordinary general meeting and the proxy statement/prospectus are available at [•].

Thank you for your participation. We look forward to your continued support.

TO EXERCISE YOUR REDEMPTION RIGHTS, AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING YOU MUST (1) IF YOU HOLD ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) TENDER OR DELIVER YOUR PUBLIC SHARES AND SHARE CERTIFICATES (IF ANY) ALONG WITH ANY REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT.

The accompanying proxy statement/prospectus is dated [•], 2026 and is first being mailed to shareholders on or about [•], 2026.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by IRHO, constitutes a prospectus of Electra Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Electra Pubco Common Stock and to be issued to IRHO shareholders and rights holders and Electra equityholders if the Business Combination described herein is consummated. This document also constitutes a proxy statement of IRHO under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a notice of meeting with respect to the extraordinary general meeting of IRHO.

You should rely only on the information contained in this proxy statement/prospectus. IRHO and Electra have not authorized anyone to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated [•], and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

You may request copies of this proxy statement/prospectus, without charge, by written request to IRHO’s Chief Executive Officer at ________________________; or to ______________, our proxy solicitor, by email at ____________. Individuals may also call __________ toll free at ___________; banks and brokers can call _______________, or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of IRHO to be held virtually on [•], you must request the information no later than five business days prior to the date of the extraordinary general meeting, by [•].

Frequently Used Terms

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “IRHO” refer to Iron Horse Acquisition II Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter a corporation incorporated under the laws of the State of Delaware). Following the Domestication, IRHO will be renamed “ELECTRA AI, Inc.” and referred to in this document as Electra Pubco.

In this document:

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Electra Pubco, the Sponsor, certain Electra shareholders and certain other parties thereto upon the completion of the Proposed Transaction. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex D.

“Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by IRHO that more time is necessary or appropriate to approve one or more proposal at the extraordinary general meeting.

“Advisory Organizational Documents Proposals” means the proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents.

“Aggregate Fully Diluted Electra Common Stock” means the sum, without duplication, of (a) all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Company Common Stock issuable upon full conversion of all Company Preferred Stock outstanding as of immediately prior to the Effective Time; plus (c) the aggregate number of shares of Company Common Stock issuable upon exercise of all Company Options that are vested as of immediately prior to the Effective Time; plus (d) the aggregate number of shares of Company Common Stock issuable upon full conversion, exercise or exchange of any other securities of the Company (other than Company Options and the Company Convertible Notes) outstanding immediately prior to the Effective Time directly or indirectly convertible into or exchangeable or exercisable for shares of Company Common Stock.

“Aggregate Merger Consideration” means the sum of $250,000,000 plus the Aggregate Exercise Price, as adjusted pursuant to the terms of the Merger Agreement (the “Base Purchase Price”), comprising of a number of Parent Common Shares equal to the quotient obtained by dividing (a) the Base Purchase Price, by (b) US$10.00.

“Aggregate Exercise Price” means the aggregate dollar amount payable to the Company upon the exercise or conversion of all vested in-the-money Company Options that are outstanding immediately prior to the Effective Time.

“Ancillary Agreements” means each of the agreements and instruments contemplated by the Merger Agreement or otherwise related to the transactions contemplated by the Merger Agreement and such other agreements or instruments contemplated by the Merger Agreement, in each case that was executed and delivered on the date of the Merger Agreement or on or prior to the date of Closing by IRHO, Merger Sub, the Sponsor, Electra, an Electra Securityholder and/or any of their respective affiliates, including, the A&R Registration Rights Agreement, the Proposed Charter, the Proposed Bylaws, the Parent Support Agreement and the Company Support Agreement.

“At-Risk Shares” means up to 800,000 Parent Ordinary Shares held by the Sponsor together with all Parent Common Shares issued upon conversion thereof in connection with the Domestication shall be subject to forfeiture as follows: For each $1,000,000 by which the Closing Cash is less than $80,000,000, the Sponsor shall forfeit 16,000 At-Risk Shares, up to the maximum of 800,000 Parent Common Shares. For illustrative purposes only: (i) if the Parent Closing Cash equals or exceeds $80,000,000, no At-Risk Shares shall be forfeited; (ii) if the Parent Closing Cash is $60,000,000, the Sponsor shall forfeit 320,000 At-Risk Shares; and (iii) if the Parent Closing Cash is $30,000,000 or less, the Sponsor shall forfeit all 800,000 At-Risk Shares.

“Base Purchase Price” means $250,000,000 plus the Aggregate Exercise Price, as adjusted pursuant to the terms of the Merger Agreement.

“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Proposed Transaction.

“Cantor” means Cantor Fitzgerald & Co.

“Cayman Constitutional Documents” means IRHO’s Amended and Restated Memorandum and Articles of Association, as amended from time to time.

“Cayman Registrar” means the Registrar of Companies in the Cayman Islands.

“Closing” means the closing of the Proposed Transaction.

“Closing Cash Condition” means the condition that, as of the Closing Date, (a) all amounts in the Trust Account, following payment of all amounts payable to IRHO Ordinary Shares held by the Public Shareholders; plus (b) the amount of any PIPE Financing (as such amounts are finally delivered to Parent at or prior to the Closing by investors in the PIPE Financing) will equal or exceed $30,000,000.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands.

“Company Revenue” means for the applicable earnout period, the revenues of Electra on a consolidated basis, calculated in accordance with U.S. GAAP and determined on a basis consistent with past practices.

“Company Support Agreement” means the support agreement, dated as of April 21, 2026, entered by and among IRHO, Electra and certain shareholders of Electra, as it may be amended and supplemented from time to time, pursuant to which such Electra shareholders have agreed, among other things, to vote in favor of the adoption and approval of the Business Combination. A copy of the Company Support Agreement is attached to this proxy statement/prospectus as Annex E.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal and the Electra Pubco Equity Incentive Plan Proposal.

“Continental” or “Transfer Agent” means Continental Stock Transfer & Trust Company.

“Conversion Ratio” means the quotient obtained by dividing (a) the number of shares constituting the Aggregate Merger Consideration, by (b) the number of shares constituting the Aggregate Fully Diluted Electra Common Stock (without regard to the shares described in clause (c) of the definition thereof).

“DGCL” means the Delaware General Corporation Law, as amended.

“Domestication” means the domestication of IRHO as a Delaware corporation in accordance with the DGCL, the Companies Act and the Cayman Constitutional Documents, in which IRHO will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the Cayman Constitutional Documents, Section 388 of the DGCL and Part XII of the Companies Act; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (as attached hereto at Annex B-1) consistent with the DGCL and changing the name and registered office of IRHO.

“Domestication Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earnout Escrow Agreement” means the escrow agreement, effective as of the Closing, providing for the Earnout Shares to be placed in escrow.

“Effective Time” means the effective time of the Business Combination.

“Electra” means Electra Vehicles, Inc., a Delaware corporation.

“Electra Board” means the board of directors of Electra prior to the Closing.

“Electra Common Stock” means the Electra Class A Common Stock and the Electra Class B Common Stock (sometimes referred to as the “Company Common Stock”).

“Electra Class A Common Stock” means the Class A common stock, par value $00001 per share of Electra (sometimes referred to as the “Company Class A Common Stock”).

“Electra Class B Common Stock” means the Class B common stock, par value $00001 per share of Electra (sometimes referred to as the “Company Class B Common Stock”).

“Electra Earnout Holders” means the Electra equityholders that hold shares of Electra Common Stock, Electra Options, or Electra Preferred Stock who have the contingent right to receive up to 15.0 million Earnout Shares pursuant to the Merger Agreement.

“Electra Earnout Shares” means up to 15,000,000 shares of Electra Pubco Common Stock.

“Electra Option” means each option (whether vested or unvested) to purchase shares of Electra Common Stock outstanding immediately prior to the Effective Time (sometimes referred to as the “Company Option”).

“Electra Pubco” means IRHO following the Closing (which after the Domestication will be a corporation incorporated under the laws of the State of Delaware and which will be renamed “ELECTRA AI, Inc.”).

“Electra Pubco Board” means the board of directors of Electra Pubco subsequent to the Closing.

“Electra Pubco Class A Common Shares” means the Class A common stock, par value $0.0001 per share of Electra Pubco after the Merger;

“Electra Pubco Class B Common Shares” means the Class B common stock, par value $0.0001 per share of Electra Pubco after the Merger;

“Electra Pubco Common Stock” means the Electra Pubco Class A Common Shares and the Electra Pubco Class B Common Shares (sometimes referred to as the “Parent Common Shares”);

“Electra Pubco Equity Incentive Plan” means the Electra AI, Inc. 2026 Incentive Award Plan, which will become effective upon the Closing. A copy of the Electra Pubco Equity Incentive Plan is attached to this proxy statement/prospectus as Annex C.

“Electra Pubco Equity Incentive Plan Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Electra Pubco Equity Incentive Plan.

“Electra Pubco Security” means a share of Electra Pubco Common Stock.

“Electra Preferred Stock,” means the Series Seed Preferred Stock of Electra, the Series A Preferred Stock of Electra and the Series B Preferred Stock of Electra (sometimes referred to as the “Company Preferred Stock”).

“Electra Shareholder” means a holder of shares of Electra Common Stock prior to the Closing.

“Electra Securityholder” means a holder of shares of Electra Common Stock, Electra Options, or Electra Preferred Stock prior to the Closing.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extraordinary General Meeting” means the extraordinary general meeting of IRHO’s shareholders, to be held virtually at [•], Eastern Time on [•], via live webcast at [•], and any adjournments or postponements thereof.

“Founder Shares” means the 5,750,000 currently outstanding IRHO Ordinary Shares of IRHO owned by the Sponsor.

“GAAP” means U.S. generally accepted accounting principles.

“Initial Shareholders” means the Insiders and Cantor Fitzgerald & Co.

“Insiders” means the Sponsor and each director and officer of IRHO.

“Insider Letter” means IRHO’s letter agreements with the Insiders, dated December 16, 2025, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Units, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account. No separate consideration was paid to the Insiders in connection with the waiver of Redemption Rights.

“IPO” or “Initial Public Offering” means IRHO’s initial public offering of the IRHO Units, IRHO Ordinary Shares and IRHO Rights pursuant to registration statements on Form S-1 declared effective by the SEC on December 16, 2025 (SEC File No. 333-284331). On December 18, 2025, IRHO completed its initial public offering.

“IRHO” means Iron Horse Acquisition II Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

“IRHO Board” means the board of directors of IRHO prior to the Closing.

“IRHO Ordinary Shares” means, prior to the Domestication, the ordinary shares of IRHO, par value $0.0001 per share.

“IRHO Units” means the units sold in the IPO (including pursuant to the overallotment option) consisting of one IRHO Ordinary Share and one IRHO Right.

“IRHO Right” right entitles the holder thereof to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination.

“IRS” means the U.S. Internal Revenue Service.

“Maximum Redemptions Scenario” means a redemptions scenario that assumes that the maximum amount of Public Shares are redeemed in connection with the Business Combination (which number of redemptions contemplates a minimum of $30 million remaining in the Trust Account at Closing), for an aggregate payment of approximately $___ million from the Trust Account at a redemption price of approximately $____ per share.

“Merger” means the statutory merger of Merger Sub with and into Electra pursuant to the terms of the Merger Agreement, and in accordance with the applicable provisions of the DGCL, with Electra continuing as the surviving entity and a wholly-owned subsidiary of Electra Pubco and changing its name to a name to be mutually agreed by the parties.

“Merger Agreement” means the Merger Agreement, dated as of April 21, 2026, by and among IRHO, Merger Sub and Electra, as amended and as may be further amended and/or restated from time to time. A copy of the Merger Agreement and the Amendment to Merger Agreement, dated as of May 14, 2026, are attached to the proxy statement/prospectus as Annex A-1 and Annex A-2.

“Merger Sub” means IRHO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of IRHO.

“*” means, proxy solicitor to IRHO.

“Nasdaq” means The Nasdaq Stock Market LLC.

“No Additional Redemptions Scenario” means a redemptions scenario that assumes that no Public Shares are redeemed in connection with the Business Combination.

“Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve by special resolution the Proposed Charter and the Proposed Bylaws. A copy of each of the Proposed Charter and the Proposed Bylaws is attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively.

“Parent” means IRHO after the Domestication.

“Parent Class A Common Share” means a share of Parent Class A common stock, par value $0.0001 per share.

“Parent Rights” means a right to 1/10 if a share of Parent Class A Common Share.

“Parent Closing Cash” means the amount of cash available in the Trust Account immediately prior to the Effective Time after deducting the amount required to satisfy any redemptions; plus (b) the amount of any PIPE Financing (as such amounts are finally delivered to Parent at or prior to the Closing by investors in the PIPE Financing); plus (c) the proceeds of any other equity investments or any debt financing facilities that are or will be received by IRHO (or the Company) prior to or substantially concurrently with the Closing; minus (d) the accrued but unpaid transaction expenses of IRHO as of the Closing Date.

“Parent Support Agreement” means the support agreement, dated as of April 21, 2026, entered by and among IRHO, Merger Sub and the Sponsor, as it may be amended and supplemented from time to time, pursuant to which the Sponsor has agreed, among other things, to vote in favor of the adoption and approval of the Business Combination, forfeit certain Sponsor Shares and make the Share Contribution. A copy of the Parent Support Agreement is attached to this proxy statement/prospectus as Annex F.

“Person” means any individual, firm, corporation, partnership, limited liability company, association, trust, joint venture, joint stock company, governmental authority or instrumentality or other entity or organization of any other kind.

“PIPE Financing” means any purchase by investors of IRHO shares in connection with a private placement at or prior to the Closing on terms mutually agreeable to IRHO and Electra, acting reasonably. At the time of this filing, there is no commitment for any PIPE Financing and there can be no assurance that IRHO and Electra will enter into agreements for any PIPE Financing.

“Private Placement Shares” means the 570,000 IRHO Ordinary Shares underlying the Private Placement Units sold in a private placement that closed simultaneously with the IPO.

“Private Placement Units” means the 570,000 private placement units, each consisting of one IRHO Ordinary Share and one-Right, purchased by the Sponsor and Cantor for a purchase price of $5,700,000, or $10.00 per unit, simultaneously with the closing of the IPO (Cantor purchased 200,000 Private Placement Units).

“Private Placement Rights” means the 570,000 IRHO Rights comprising part of the Private Placement Units, which will become 57,000 Electra Pubco shares of Common Stock in connection with the Closing.

“Proposed Bylaws” mean the proposed bylaws of Electra Pubco to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B-2.

“Proposed Charter” means the proposed certificate of incorporation of Electra Pubco to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B-1.

“Proposed Organizational Documents” means the Proposed Charter and the Proposed Bylaws.

“Proposed Transaction” or “Business Combination” means the transactions contemplated by the Merger Agreement and the other agreements contemplated therein.

“Public Shareholders” means the holders of IRHO Ordinary Shares that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Shares” means the IRHO Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the IRHO Units or thereafter in the open market) and, following the Domestication, the shares of Electra Pubco Common Stock received in connection with the Domestication upon conversion of such IRHO Ordinary Shares.

“Public Rights Holders” means the holders of the Public Rights of IRHO.

“Public Rights” means the IRHO Rights sold in the IPO (whether they were purchased in the IPO as part of the IRHO Units or thereafter in the open market).

“Record Date” means [•].

“Redemption” means the redemption of Public Shares for the Redemption Price.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account that are available for distribution to Public Shareholders in accordance with the Cayman Constitutional Documents (as equitably adjusted for stock splits, share subdivisions, stock dividends, share capitalizations, combinations, consolidations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two business days prior to the completion of the Proposed Transaction in accordance with the Cayman Constitutional Documents.

“Redemption Rights” means the Rights of the Public Shareholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Cayman Constitutional Documents and this proxy statement/prospectus.

“Rights Agreement” means the Rights Agreement, dated as of December16, 2025, between IRHO and the Transfer Agent, as rights agent, which governs IRHO’s outstanding rights.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Electra Pubco Equity Incentive Plan Proposal and (g) the Adjournment Proposal, if presented.

“Sponsor” means IRHO SPAC Sponsor LLC, a Cayman Islands limited partnership.

“Sponsor Shares” means 5,750,000 of the Founder Shares held by the Sponsor.

“Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Electra Pubco Common Stock and securities convertible into shares of Electra Pubco Common Stock to (i) the Electra equityholders pursuant to the Merger Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements IRHO may enter into prior to Closing.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of IRHO, which holds the net proceeds from the IPO and the sale of the Private Placement Units, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of December 16, 2025, by and between IRHO and the Transfer Agent, as trustee.

“25% Redemptions Scenario” means a redemptions scenario that assumes that 5,750,000 Public Shares are redeemed for an aggregate payment of approximately $___ million at an assumed redemption price of approximately $____ per share, which represents approximately 25% of the Public Shares that are not subject to Non-Redemption Agreements.

“50% Redemptions Scenario” means a redemptions scenario that assumes that 11,500,000 Public Shares are redeemed for an aggregate payment of approximately $___ million at an assumed redemption price of approximately $___ per share, which represents approximately 50% of the Public Shares that are not subject to Non-Redemption Agreements.

“75% Redemptions Scenario” means a redemptions scenario that assumes that 17,250,000 Public Shares are redeemed for an aggregate payment of approximately $___ million at an assumed redemption price of approximately $_____ per share, which represents approximately 75% of the Public Shares that are not subject to Non-Redemption Agreements.

Market and Industry Data

We are responsible for the disclosure contained in this proxy statement/prospectus. However, information contained in this proxy statement/prospectus concerning the market and the industry in which Electra competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Electra based on such sources and Electra’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which Electra operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Electra’s Business” and elsewhere in this proxy statement/prospectus.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for IRHO and Electra to complete the Proposed Transaction. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

•        the benefits of the Proposed Transaction;

•        the ability to consummate the Business Combination;

•        the future financial performance of Electra Pubco following the Proposed Transaction;

•        changes in the market for Electra’s products and services; and

•        expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and IRHO and Electra managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of IRHO, Electra and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing IRHO’s or Electra’s views as of any subsequent date. Neither IRHO nor Electra undertakes any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•        the occurrence of any event, change or other circumstances that could delay the Proposed Transaction or give rise to the termination of the Merger Agreement;

•        estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits, terms and timing of the Proposed Transaction;

•        risks relating to the uncertainty of the projected financial information with respect to Electra Pubco;

•        the outcome of any legal proceedings that may be instituted against Electra or IRHO following announcement of the Proposed Transaction and transactions contemplated thereby;

•        the inability to complete the Proposed Transaction due to the failure to obtain approval of the IRHO shareholders or the failure of IRHO to meet the conditions to closing in the Merger Agreement;

•        the inability to maintain the listing of the Electra Pubco Common Stock on Nasdaq following the Proposed Transaction;

•        Electra Pubco’s public securities’ liquidity and trading;

•        the risk that the Proposed Transaction disrupts current plans and operations;

•        the ability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, and the ability of Electra Pubco to grow and manage growth profitably;

•        costs related to the Proposed Transaction;

•        Electra’s ability to obtain sufficient additional financing, on acceptable terms or at all, and ability to continue as a going concern;

•        the impact of Electra’s remaining indebtedness outstanding following the Proposed Transaction;

•        changes in the market in which Electra competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations;

•        the impact of macroeconomic events, such as inflation, recessions or depressions, war or fears of war, and the coronavirus (“COVID-19”) pandemic;

•        changes in the vertical markets that Electra targets;

•        the impact of current or future government regulation and oversight, including the U.S. federal, state and local authorities;

•        the ability to launch new Electra services and products or to profitably expand into new markets;

•        the ability to execute Electra’s growth strategies, including identifying and executing acquisitions;

•        the ability to develop and maintain effective internal controls and procedures or correct the previously identified material weakness;

•        the exposure to any liability, protracted and costly litigation or reputational damage relating to Electra’s data security;

•        the possibility that Electra or IRHO may be adversely affected by other economic, business, and/or competitive factors; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under “Risk Factors” of this proxy statement/prospectus.

Questions and Answers for Shareholders of IRHO

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Proposed Transaction. The following questions and answers do not include all the information that is important to IRHO’s shareholders. IRHO urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Proposed Transaction and the voting procedures for the extraordinary general meeting, which will be held at [•], Eastern Time, on [•], virtually via live webcast. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, NY 10154. To participate in the extraordinary general meeting online, visit [•] and enter the 12-digit control number included on your proxy card. You may register for the extraordinary general meeting as early as [•], Eastern Time, on [•]. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.     Why am I receiving this proxy statement/prospectus?

A.     You are receiving this proxy statement/prospectus because you are a shareholder of IRHO and you are entitled to vote at the extraordinary general meeting to approve the matters set forth herein. This document serves as:

•        a proxy statement of IRHO to solicit proxies for the extraordinary general meeting on the matters set forth herein;

•        a prospectus of Electra Pubco to offer Electra Pubco Class A Common Stock to the IRHO shareholders and rights holders in the Domestication and to the Electra equityholders in the Merger; and

•        a prospectus of Electra Pubco for the sale by the selling stockholders of the Electra Pubco Common Stock received in the Business Combination.

IRHO shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Proposed Transaction. The Merger Agreement provides for, among other things, (i) the Domestication of IRHO and (ii) the Merger of Merger Sub with and into Electra, with Electra surviving the Merger, in accordance with the terms and subject to the conditions of the Merger Agreement and the applicable provisions of the DGCL, as more fully described elsewhere in this proxy statement/prospectus. See “The Domestication Proposal” and “The Business Combination Proposal” for more detail.

A copy of the Merger Agreement and the Amendment to Merger Agreement, dated as of May 14, 2026, are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2 and you are encouraged to read them in their entirety.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF IRHO AND ELECTRA.

Q.     What proposals are shareholders of IRHO being asked to vote upon?

A.     At the extraordinary general meeting, IRHO is asking holders of IRHO Ordinary Shares to consider and vote upon:

•        The Business Combination Proposal;

•        The Domestication Proposal;

•        The Stock Issuance Proposal;

•        The Organizational Documents Proposal;

•        The Advisory Organizational Documents Proposals;

•        The Electra Pubco Equity Incentive Plan Proposal; and

•        The Adjournment Proposal, if presented.

If IRHO’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could be terminated and the Proposed Transaction may not be consummated. See “The Business Combination Proposal,” “The Domestication Proposal,” “The Stock Issuance Proposal,” “The Organizational Documents Proposal,” and “The Electra Pubco Equity Incentive Plan Proposal,” of this proxy statement/prospectus, respectively.

IRHO will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Proposed Transaction and the other matters to be acted upon at the extraordinary general meeting. Shareholders of IRHO should read it carefully.

After careful consideration, the IRHO Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Electra Pubco Equity Incentive Plan Proposal, and (g) the Adjournment Proposal, if presented, are in the best interests of IRHO and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Yes. The Proposed Transaction is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

Q.     Why is IRHO proposing the Proposed Transaction?

A.     IRHO was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Electra is a U.S. owned and operated technology company headquartered in Boston Massachusetts. Electra is dedicated to enhancing battery performance through AI-powered battery intelligence, providing solutions for electric vehicles, battery energy storage systems (BESS), and fleet operators.

Based on its due diligence investigations of Electra and the industry in which it operates, including the financial and other information provided by Electra in the course of IRHO’s due diligence investigations, the IRHO Board believes that the Proposed Transaction with Electra is in the best interests of IRHO and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “The Business Combination Proposal — IRHO Board of Director’s Reasons for the Approval of the Business Combination” for additional information.

Although the IRHO Board believes that the Proposed Transaction with Electra presents an attractive business combination opportunity and is in the best interests of IRHO and its shareholders, the IRHO Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in “The Business Combination Proposal — IRHO Board of Director’s Reasons for the Approval of the Business Combination,” as well as in “Risk Factors — Risks Related to Electra’s Business”.

Q.     What equity stake will current IRHO shareholders and Company Equity Interest Holders hold in Pubco immediately after the consummation of the Proposed Transaction?

A.     It is anticipated that, following the Business Combination, an aggregate of 38,048,205 shares of Electra Pubco Common Stock will be outstanding, assuming maximum redemptions (which number of redemptions contemplates a minimum of $30 million remaining in the Trust Account at Closing). If the actual facts are different from these assumptions, the percentage ownership retained by IRHO’s existing shareholders in the combined company will be different.

The following summarizes the pro forma ownership of Pubco Common Stock immediately following the Business Combination under several redemption scenarios: no additional redemptions, 25%, 50%, 75% redemptions, and full redemptions.

____________

(1)      Includes 2,300,000 shares of Pubco Common Stock issued to all public shareholders upon exchange of the rights issued in the IPO, and in the case of the maximum redemptions scenario, such number reflects the maximum number of shares that could be redeemed to ensure a minimum of $30,000,000 in the Trust Account at the time of the Closing.

(2)      Reflects the number of Shares that will be held by the Sponsor after the forfeiture of up to 800,000 Risk Shares as contemplated by the Merger Agreement.

(3)      Includes all Shares to be issued to the stockholders of Electra as adjusted to ensure the minimum ownership threshold of 50.1% at the Closing.

(4)      Includes Shares issued to vendors and financial advisors to Electra and IRHO other than Cantor.

Stockholders will experience additional dilution to the extent Electra Pubco issues additional shares of Electra Pubco Common Stock after the closing of the Business Combination. The table above excludes any conversion into equity of any of Working Capital Loans.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Condensed Combined Pro Forma Financial Information.” For more information, including the ownership percentages in the no additional redemptions scenario and the effect of certain dilutive securities, see the section entitled “The Business Combination Proposal — Ownership of Electra Pubco after the Closing.”

Q.     Will the Sponsor receive compensation in connection with the Business Combination?

A.     Yes. Following the execution of the Merger Agreement, the Sponsor provided loans in an aggregate amount of $_______ in the form of convertible promissory notes (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, of such Working Capital Loans may be convertible into Pubco Common Stock, at a price of $10.00 per share, of the post business combination entity. If IRHO completes a business combination, IRHO will repay the Working Capital Loans out of the proceeds of the Trust Account released to IRHO. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, IRHO may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Q.     Does the Sponsor, any of its affiliates or promoters have any prior experience in organizing special purpose acquisition companies?

A.     Yes. Iron Horse Acquisition Corp. (Nasdaq: “IRHO” and referred to herein as “Iron Horse I”) Mr. Bengochea, our CEO, founded Iron Horse Acquisitions Corp., a SPAC formed for substantially similar purposes as our Company. Several members of our management team and advisors served as an officer or director of Iron Horse I, a special purpose acquisition company. Mr. Bengochea, our CEO served as the CEO of and a director of Iron Horse I, and Mr. Caragol, our CFO, and, alongside Mr. Bengochea, the co-Founder of Iron Horse II, served as both CFO and COO of Iron Horse I. Mr. Hertz, Mr. Turner and Mr. Morris, our financial advisors, all serve as the independent directors on the board of directors of Iron Horse I. Iron Horse I closed its IPO on December 29, 2023 after its registration statement was declared effective on December 27, 2023. In September 2024, Iron Horse I entered into a business combination agreement (the “Business Combination Agreement”), dated as of September 27, 2024, with Rosey Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and the owner of 100% of the issued and outstanding capital stock of Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Target”). At a special meeting of stockholders held on June 25, 2025, the stockholders approved a resolution to allow the Company to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026 (the “Extension Special Meeting”). On June 20, 2025, at another special meeting, the stockholders approved the business combination (“Business Combination Special Meeting”). As of June 30, 2025, an aggregate of 6,477,975 shares of Common Stock were redeemed at a redemption price of $10.60 per share, for an aggregate redemption amount of $68.65 million. In connection with the stockholders’ vote at the Business Combination Special Meeting, an additional 223,374 shares were tendered for redemption at a price of $10.80 per share for a total redemption of 97% of public shares. On September 30, 2025, the company announced the completion of the business combination with Rosey Sea Holdings Limited. The combined company now operates under the name CN Healthy Food Tech Group Corp. and began trading on Nasdaq under the ticker symbol “UCFI” and “UCFIW” on October 1, 2025 for the ordinary shares and warrants respectively. The price of the shares on October 3, 2025 was $5.51. The trading has been indefinitely suspended pending China Securities Regulatory Commission review.

Q.     Do any conflicts of interest exist relating to the Business Combination?

A.     Yes. Since the Sponsor, its affiliates, representatives and certain of the initial shareholders of IRHO (the “Initial Shareholders”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of Ordinary Shares, a conflict of interest may exist in determining whether the Business Combination with Electra is appropriate. Such interests include that the Initial Shareholders, will lose their entire investment in IRHO if IRHO does not complete a business combination. When you consider the recommendation of the IRHO Board in favor of approval of the Business Combination, you should keep in mind that the Initial Shareholders have interests in such proposal that are different from, or in addition to (which may conflict with), those of the IRHO shareholders generally.

These conflicts of interest include, among other things, the interests listed below:

•        The beneficial ownership of the Sponsor and certain Initial Shareholders of 6,320,000 IRHO Ordinary Shares consisting of 5,750,000 Founder Shares which were acquired prior to the IPO for an aggregate of $32,000 and 570,000 private placement shares purchased at the time of the IPO (200,000 of which were purchased by Cantor) will be worthless if the Business Combination is not consummated because the Initial Shareholders and the Sponsor have agreed to waive their rights to any liquidation distributions.

•        If the Business Combination is consummated, the Sponsor and Initial Shareholders would own up to an aggregate of 5,357,000 IRHO Ordinary Shares (assuming Maximum Redemptions) with an aggregate market value of approximately $             , based on the closing price of the Public Shares of $              on Nasdaq as of             , 2026.

•        The Sponsor or an affiliate of the Sponsor have issued to IRHO Working Capital Loans up to the amount of $_____. In the event that the Business Combination does not close, IRHO may use a portion of proceeds held outside the Trust Account to repay the loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. All unpaid amounts would be forfeited.

•        the continued indemnification of current directors and officers of IRHO and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, and current and former officers and directors will lose their entire investment in us if an initial business combination is not completed.

•        The Sponsor also agreed that, effective as of and conditioned upon the Closing, up to 800,000 Parent Ordinary Shares held by the Sponsor together with all Parent Common Shares issued upon conversion thereof in connection with the Domestication (the “At-Risk Shares”) shall be subject to forfeiture as follows: For each $1,000,000 by which the Parent Closing Cash is less than $80,000,000, the Sponsor shall forfeit 16,000 At-Risk Shares, up to the maximum of 800,000 Parent Common Shares. For illustrative purposes only: (i) if the Parent Closing Cash equals or exceeds $80,000,000, no At-Risk Shares shall be forfeited; (ii) if the Parent Closing Cash is $60,000,000, the Sponsor shall forfeit 320,000 At-Risk Shares; and (iii) if the Parent Closing Cash is $30,000,000 or less, the Sponsor shall forfeit all 800,000 At-Risk Shares.

These interests may influence IRHO’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby. These interests were considered by the IRHO Board when it approved the Business Combination. For more information, please see Section — “DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF IRHO PRIOR TO THE BUSINESS COMBINATION — Conflicts of interest.”

Q.     What will Electra Securityholders receive in connection with the Business Combination?

A.     Under the Merger Agreement, the holders of shares of Electra Common Stock, Electra Options, and Electra Preferred Stock immediately prior to the Closing will receive aggregate consideration of $250.0 million plus the aggregate dollar amount payable to the Company upon the exercise or conversion of all vested in-the-money Company Options in the form of shares of Electra Pubco Common Stock (at a deemed value of $10.00 per share) in exchange for their outstanding equity interests, as set forth in more detail below.

The Merger Agreement also provides, among other things, that the Electra Earnout Holders have the contingent right to receive up to 15.0 million Earnout Shares, subject to the following contingencies:

(A)    one-third of the Earnout Shares if the First Earnout Milestone is achieved;

(B)    one-third of the Earnout Shares if the Second Earnout Milestone is achieved; and

(C)    one-third of the Earnout Shares if the Third Earnout Milestone is achieved.

Pursuant to the Merger Agreement, at the Effective Time, (i) each Electra Option that is outstanding as of immediately prior to the Effective Time will be converted into a Converted Stock Option and the right to receive a number of Earnout Shares in accordance with, and subject to, the contingencies set forth in the Merger Agreement, (ii) with respect to the Electra Earnout Holders only, the right to receive a number of Earnout Shares in accordance with, and subject to, the contingencies set forth in the Merger Agreement, and (iii) each Electra Option that is outstanding immediately prior to the Effective Time will automatically be assumed by Electra Pubco and converted into a Converted Option. At the Effective Time, Electra Pubco will assume all obligations of Electra with respect to each Converted Stock Option.

Parent and the Company will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with certain stockholders of the Company and the Sponsor, pursuant to which the Parent Common Shares and any other equity securities convertible into or exchangeable for or representing the rights to receive Parent Common Shares, if any, held by such holders immediately following the Closing shall be subject to a lock-up for the Lock-Up Period. The “Lock-Up Period” means the period beginning on the Closing Date and ending in four consecutive equal quarterly installments following the Closing Date where one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company issuing each of its first-forth quarterly earnings release that occurs at least 120 days after the Closing Date. For information on the percentage of the

issued and outstanding shares of Electra Pubco Common Stock immediately following the Closing that are expected to be held by the Electra Securityholders, the Sponsor and IRHO’s current public security holders, in various redemption scenarios, based on Electra’s balance of capital stock as of ______, 2026, see “— What equity stake will current IRHO shareholders and Electra Securityholders hold in Electra Pubco immediately after the consummation of the Proposed Transaction?”.

Q.     What equity stake will current IRHO shareholders and Electra Securityholders hold in Electra Pubco immediately after the consummation of the Proposed Transaction?

A.     It is anticipated that, following the Business Combination, an aggregate of 38,048,205 shares of Electra Pubco Common Stock will be outstanding, assuming Maximum Redemptions (which number of redemptions contemplates a minimum of $30 million remaining in the Trust Account at Closing). This assumes there are no other issuances of equity securities of Electra Pubco prior to or in connection with the Closing, including any equity awards that may be issued under the Electra Pubco Equity Incentive Plan following the Business Combination. If the actual facts are different from these assumptions, the percentage ownership retained by IRHO’s existing shareholders in the combined company will be different.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Condensed Combined Pro Forma Financial Information”. For more information, including the ownership percentages in the no additional redemptions scenario and the effect of certain dilutive securities, see the section entitled “The Business Combination Proposal — Ownership of Electra Pubco after the Closing”.

Q.     Will Electra Pubco be a controlled company?

A.     Yes. Following the Business Combination (assuming maximum redemptions), Fabrizio Martini, Electra’s co-founder and Chief Executive Officer, will beneficially own (including shares underlying Converted Stock Options) approximately 23% of the combined voting power for the election of directors to the Electra Pubco Board, and, as a result, Electra Pubco will be considered a “controlled company” for the purposes of Nasdaq listing rules. For so long as Electra Pubco remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, investors may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Electra Pubco’s status as a controlled company could cause its securities to be less attractive to certain investors or otherwise adversely affect the trading price. See “Risk Factors — Electra Pubco will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

Q.     How has the announcement of the Proposed Transaction affected the trading price of the IRHO Ordinary Shares?

A.     On ____________, 2026, the last trading date prior to the public announcement of the Proposed Transaction, IRHO Units, IRHO Ordinary Shares and Public Rights closed at $________________, respectively. As of ___, 2026, the last trading day immediately prior to the filing date of this proxy statement/prospectus, the closing price for each IRHO Units, IRHO Ordinary Shares and Public Rights was $_________________, respectively.

Q.     Why is IRHO proposing the Domestication?

A.     The IRHO Board believes that there are significant advantages to Electra Pubco that will arise as a result of a change of IRHO’s domicile to the State of Delaware. Further, the IRHO Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The IRHO Board believes that there are several reasons why a reincorporation in the State of Delaware is in the best interests of IRHO and its shareholders, including (a) the prominence, predictability and flexibility of the DGCL, (b) Delaware’s well-established principles of corporate governance and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in “The Domestication Proposal — Reasons for the Domestication”.

To effect the Domestication, IRHO will (a) file with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, together with the Proposed Charter, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (b) complete and make and procure all those filings required to be made with the Cayman Registrar under the Companies Act in connection with the Domestication, and (c) obtain a certificate of de-registration from the Cayman Registrar, as a result of which IRHO will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation.

The approval of the Domestication Proposal is a condition to the Closing under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law of holders of IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

Q.     What amendments will be made to the Cayman Constitutional Documents?

A.     The consummation of the Proposed Transaction is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Proposed Transaction, IRHO’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Companies Act, with the Proposed Charter and the Proposed Bylaws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. These differences are discussed in greater detail in “The Domestication Proposal” of this proxy statement/prospectus.

Q.     How will the Domestication affect my IRHO Ordinary Shares, IRHO Rights and IRHO Units?

A.     In connection with the Domestication, at the effective time of the Domestication, (i) each then issued and outstanding IRHO Ordinary Share, will convert automatically, on a one-for-one basis, into one Parent Class A Common Share; (ii) each then issued and outstanding right entitling the holder thereof to 1/10 of one IRHO Ordinary Share shall convert automatically into a right to receive 1/10 of one Parent Class A Common Share at the Closing, pursuant to the Parent Rights Agreement dated as of December 16, 2025, by and between IRHO and Continental Stock Transfer & Trust Company, as Rights agent; and (iii) each then issued and outstanding unit of IRHO shall separate and convert automatically into one Parent Class A Common Share and a right to receive 1/10 of one Parent Class A Common Share at the Closing.

Q.     What are the U.S. federal income tax considerations of the Domestication?

A.     As discussed more fully under “Material U.S. Federal Income Tax Considerations,” the parties intend for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (a “Reorganization”). However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368 to a domestication of a corporation holding only investment-type assets such as IRHO, the qualification of the Domestication as an “reorganization” within the meaning of Section 368 of the Code is not entirely clear. If the Domestication so qualifies, subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations,” U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) generally will be subject to Section 367(b) of the Code and, as a result:

•        A U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of IRHO stock entitled to vote or 10% or more of the total value of all classes of IRHO stock (a “10% U.S. Shareholder”) on the date of the Domestication must include in income as a dividend deemed paid by IRHO the “all earnings and profits amount” attributable to the IRHO Ordinary Shares it directly owns within the meaning of Treasury Regulations under Section 367 of the Code;

•        A U.S. Holder whose IRHO Ordinary Shares have a fair market value of $50,000 or more and who, on the date of the Domestication, is not a 10% U.S. Shareholder will recognize gain (but not loss) with respect to its IRHO Ordinary Shares in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s IRHO Ordinary Shares; and

•        A U.S. Holder whose IRHO Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder, should not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

Furthermore, even if the Domestication qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. Holder of IRHO Ordinary Shares or IRHO Rights may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its IRHO Ordinary Shares or IRHO Rights for Parent Class A Common Share or Parent Rights, as applicable, pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of Parent Class A Common Share or Parent Rights received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding IRHO Ordinary Shares or IRHO Rights surrendered in exchange therefor, as applicable. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply, absent certain elections. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations.”

Each U.S. Holder of IRHO Ordinary Shares or IRHO Rights is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of IRHO Ordinary Shares and IRHO Rights for Parent Class A Common Shares and Parent Rights, as applicable pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s Parent Class A Common Shares after the Domestication.

Because the Domestication will occur immediately prior to the redemptions of holders that exercise Redemption Rights with respect to Public Shares, holders exercising Redemption Rights would still be subject to the potential tax consequences of the Domestication, and for U.S. Holders, the determination of whether a U.S. Holder is a 10% U.S. Shareholder or is otherwise subject to Section 367 of the Code would be determined as if the redemptions had not yet occurred at the time of the Domestication. Holders should consult their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of Redemption Rights.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations”.

Q.     Do I have Redemption Rights?

A.     If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your Redemption Rights, please see the answer to the next question: “How do I exercise my Redemption Rights?”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without IRHO’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without IRHO’s prior consent.

As part of the Letter Agreement entered into at the time of IRHO’s IPO, the Insiders agreed to waive their Redemption Rights with respect to all of the Founder Shares in connection with the completion of the Business Combination. The Insiders did not receive any separate consideration paid in connection with providing such waiver. The Founder Shares will be excluded from the pro rata calculation used to determine the per share Redemption Price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of the Record Date of approximately $[•], the estimated per share redemption price would have been approximately $[•].

Holders of IRHO Rights do not have redemption rights with respect to their IRHO Rights.

Q.     How do I exercise my Redemption Rights?

A.     If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)     (i) hold Public Shares or (ii) hold Public Shares through IRHO Units and elect to separate your IRHO Units into the underlying Public Shares and Public Rights prior to exercising your Redemption Rights with respect to the Public Shares;

(b)    submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that IRHO redeem all or a portion of your Public Shares for cash; and

(c)     tender or deliver your share certificates for Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” beginning on page xxix of this proxy statement/prospectus.

Holders of IRHO Units must elect to separate the IRHO Units into the underlying Public Shares and Public Rights prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their IRHO Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the IRHO Units into the underlying Public Shares and Public Rights, or if a holder holds IRHO Units registered in its own name, the holder must contact the Transfer Agent directly and instruct them to do so.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of IRHO’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your Redemption Rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Proposed Transaction.

A IRHO shareholder may withdraw a request for Redemption until the redemption deadline and, following this deadline, with IRHO’s consent up until the Closing. Furthermore, if a holder of a Public Share tenders or delivers its share certificates (if any) along with the redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that IRHO permit the withdrawal of the request for Redemption and instruct the Transfer Agent to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been tendered or delivered (either physically or electronically) to the Transfer Agent, at least two business days prior to the scheduled vote at the extraordinary general meeting.

If a holder of Public Shares properly makes a request for Redemption and the certificates for Public Shares (if any) along with the redemption forms are tendered or delivered as described above, then, if the Proposed Transaction is consummated, Electra Pubco will redeem the Public Shares for a pro rata portion of funds held in the Trust Account that are available for distribution to Public Shareholders, calculated as of two business days prior to the consummation of the Proposed Transaction.

If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your Redemption Rights, such exercise will not result in the loss of any Public Rights that you may hold.

Q.     If I am a holder of IRHO Units, can I exercise Redemption Rights with respect to my IRHO Units?

A.     No. Holders of issued and outstanding IRHO Units must elect to separate the IRHO Units into the underlying Public Shares and Public Rights prior to exercising Redemption Rights with respect to the Public Shares. If you hold your IRHO Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the IRHO Units into the underlying Public Shares and Public Rights, or if you hold IRHO Units registered in your own name, you must contact the Transfer Agent, directly and instruct them to do so. You are requested to cause your Public Shares to be separated and tendered or delivered to the Transfer Agent, along with the redemption forms by [•], Eastern Time, on [•] (two business days before the scheduled date of the extraordinary general meeting) in order to exercise your Redemption Rights with respect to your Public Shares.

Q.     What are the U.S. federal income tax consequences of exercising my Redemption Rights?

A.     The U.S. federal income tax consequences of exercising your Redemption Rights depends on your particular facts and circumstances. For a more complete discussion of the U.S. federal income tax considerations of an exercise of Redemption Rights, see “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects to U.S. Holders of Exercising Redemption Rights”.

All Public Shareholders considering exercising Redemption Rights are urged to consult their tax advisor on the tax consequences to them of an exercise of Redemption Rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q.     What happens to the funds deposited in the Trust Account after consummation of the Proposed Transaction?

A.     Following the closing of the IPO (including the exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $230,000,000 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in the Trust Account. IRHO has until December 18, 2027 to consummate an initial business combination. December 18, 2027.

As of the Record Date, funds in the Trust Account totaled $[•] and were held in an interest-bearing bank deposit account. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing), (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of IRHO’s obligation to redeem 100% of the Public Shares if it does not complete a business combination by December 18, 2027and (c) the Redemption of all of the Public Shares if IRHO is unable to complete a business combination by December 18, 2027 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Proposed Transaction, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their Redemption Rights, to pay transaction fees and expenses associated with the Proposed Transaction, and for working capital and general corporate purposes of Electra Pubco following the Proposed Transaction.

Q.     What underwriting fees are payable in connection with the Business Combination?

A.     Pursuant to that certain Underwriting Agreement, dated December16, 2025, by and between Cantor Fitzgerald & Co. (“Cantor”), acting individually and as representative of the several underwriters listed on Schedule I thereto (the “Underwriting Agreement”), at the time of the IPO, IRHO provided an upfront discount to the underwriters of its IPO of $4,500,000. In addition, pursuant to the Underwriting Agreement, Cantor was entitled to a deferred underwriting discount of $0.35 per IRHO Unit totaling $10,950,000 upon the consummation of the Business Combination, which would be payable from the amounts held in the Trust Account. At the request of IRHO, in order to reduce transaction costs in connection with the Business Combination, on [•], Cantor gratuitously waived its entitlement to the payment of the deferred compensation solely with respect to the Business Combination. Accordingly, neither Cantor nor BRS will receive any portion of the $10,950,000 deferred underwriting fee. Cantor was not provided, and will not be provided, from any source, any consideration in exchange for its waiver of its entitlement to the payment of the deferred compensation or with respect to any agreements, arrangements or understandings between Cantor and any party with respect to the waiver.

See “Risk Factors — The underwriters of the IPO were to be compensated in part on a deferred basis for already-rendered services in connection with IRHO’s IPO. However, Cantor gratuitously waived such compensation. Cantor was not engaged as an advisor in this Business Combination and does not have any responsibility for this proxy statement/prospectus” for additional information.

Q.     Did the IRHO Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Proposed Transaction?

A.     No. The IRHO Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Electra. The directors and officers of IRHO and IRHO’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of IRHO’s financial advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination with Electra. In addition, IRHO’s directors and officers and IRHO’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the IRHO Board and IRHO’s advisors in valuing Electra business.

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A.     Our Public Shareholders are not required to vote in respect of the Proposed Transaction in order to exercise their Redemption Rights. Accordingly, the Proposed Transaction may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of Redemptions by Public Shareholders.

Q.     What conditions must be satisfied to complete the Proposed Transaction?

A.     The Merger Agreement is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of IRHO and the Company; (ii) effectiveness of the Registration Statement; (iii) Parent’s initial listing application shall have been conditionally approved for listing on Nasdaq or another national stock exchange; (iv) there shall not have occurred a respective Material Adverse Effect (as defined in the Merger Agreement) in respect of the Company and Parent that is continuing; (v) that the respective Fundamental Representations shall be true and correct in all respects; (vi) Parent Certificate of Incorporation shall have been filed with, and declared effective by, the Secretary of State of the State of Delaware; (vii) that all respective officer certificates of the Company and Parent are delivered; (vii) all Parties shall have executed and delivered to each other a copy of each Ancillary Agreement to which they are a party; (ix) accrued but unpaid fees, costs

and expenses, including fees of outside legal counsel (but excluding the Deferred Underwriting Commission), of the Parent Parties as of immediately prior to the Closing shall collectively not exceed $2,000,000 without the prior written consent of the Company; it being agreed that any such excess fees incurred without the Company’s prior written consent will reduce the share consideration remaining for the Sponsor such that only the Sponsor bears such excess fees, costs and expenses assuming $10 price per Parent Common Share; and (x) the amount of Parent Closing Cash at the Closing shall equal or exceed $30,000,000.

For more information about conditions to the consummation of the Proposed Transaction, see “The Business Combination Proposal — Merger Agreement”.

Q.     When is the Proposed Transaction expected to be completed?

A.     It is currently expected that the Proposed Transaction will be consummated in the fourth quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to IRHO shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by IRHO’s shareholders at the extraordinary general meeting and IRHO elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Proposed Transaction, see “The Business Combination Proposal — Merger Agreement”.

Q.     What happens if the Proposed Transaction is not consummated?

A.     IRHO will not complete the Domestication to the State of Delaware unless all other conditions to the consummation of the Proposed Transaction have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If IRHO is not able to complete the Proposed Transaction with Electra by December 18, 2027 and is not able to complete another business combination by such date, in each case, as such date may be extended by a shareholder-approved amendment to the Cayman Constitutional Documents, pursuant to the Cayman Constitutional Documents, IRHO will: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the IRHO Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q.     What interests do the Sponsor and IRHO’s current officers and directors have in the Business Combination?

A.     The Sponsor and IRHO’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination.”

Q.     Following the Proposed Transaction, will IRHO’s securities continue to trade on a stock exchange?

A.     Yes. IRHO has applied to list the Electra Pubco Common Stock on Nasdaq under the proposed symbol “AIBR”, upon the Closing.

Pursuant to the terms of the Merger Agreement, as a closing condition, IRHO is required to cause the Electra Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq or another national securities exchange, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, IRHO may not have received from Nasdaq either confirmation of the listing of the Electra Pubco Common Stock or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other

proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the Electra Pubco Common Stock would not be listed on any nationally recognized securities exchange.

Q.     Do I have appraisal rights or dissenters’ rights in connection with the Proposed Transaction?

A.     Neither IRHO’s shareholders nor IRHO’s warrant holders have appraisal rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law or the DGCL. IRHO’s shareholders do not have dissenters’ rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law.

Q.     What do I need to do now?

A.     IRHO urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Proposed Transaction will affect you as a shareholder or warrant holder. IRHO’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of IRHO Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law.

Q.     When and where will the extraordinary general meeting be held?

A.     The extraordinary general meeting will be held virtually at [•], Eastern Time, on [•]. The extraordinary general meeting will be a virtual meeting conducted via live webcast at [•]. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of Loeb & Loeb LLP at 345 Park Avenue, New York, New York 10154.

Q.     Who is entitled to vote at the extraordinary general meeting?

A.     IRHO has fixed [•] as the Record Date for the extraordinary general meeting. If you were a shareholder of IRHO at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his, her or its shares if he, she or it is present in person or is represented by proxy at the extraordinary general meeting.

Q.     How many votes do I have?

A.     IRHO shareholders are entitled to one vote at the extraordinary general meeting for each IRHO Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 29,320,000 IRHO Ordinary Shares issued and outstanding, of which 23,000,000 were Public Shares not held by Insiders.

Q.     What constitutes a quorum?

A.     A quorum of IRHO shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding IRHO Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, 8,796,000 IRHO Ordinary Shares would be required to achieve a quorum. Because the Sponsor has the right to vote 6,120,000 IRHO Ordinary Shares, the presence of holders of 2,676,000 IRHO Ordinary Shares would be needed at the extraordinary general meeting to establish a quorum.

Q.     What vote is required to approve each proposal at the extraordinary general meeting?

A.     The following votes are required to approve each proposal being presented at the extraordinary general meeting:

Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting.

Domestication Proposal — The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the IRHO Ordinary Shares who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting.

Electra Pubco Equity Incentive Plan Proposal — The approval of the Electra Pubco Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting.

The Sponsor, which includes among its members each of the directors and officers of IRHO and the Initial Shareholders, own 5,750,000 Founder Shares, and 570,000 Private Placement Units. As a result, as of the date of this proxy statement/prospectus, the Insiders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares. Accordingly, we would only need 13,236,440 IRHO Ordinary Shares (or 45%) to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Electra Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

Q.     What are the recommendations of the IRHO Board?

A.     The IRHO Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interests of IRHO’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Electra Pubco Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, if presented, to the extraordinary general meeting.

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination”.

Q.     How do the Insiders intend to vote their IRHO Ordinary Shares?

A.      The Sponsor and the officers and directors of IRHO, who we collectively refer to as the Insiders, have agreed to vote in favor of all the proposals being presented at the extraordinary general meeting. The Sponsor, which includes among its members each of the directors and officers of IRHO, owns 5,750,000 Founder Shares, and 370,000 Private Placement Units (Cantor owns 200,000 Private Placement Units). As a result, as of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares. Accordingly, we would only need 13,236,440 IRHO Ordinary Shares (or 45%) to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Electra Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination”.

Q.     Do the Insiders expect to purchase Public Shares from Public Shareholders?

A.     No. Neither the Sponsor, our executive officers, directors, director nominees nor their affiliates have indicated any intention to purchase IRHO Units, IRHO Ordinary Shares or IRHO Rights from persons in the open market or in private transactions. In the event we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or any of their affiliates may (i) purchase Public Shares or Public Rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, (ii) enter into transactions with investors and others to provide them with incentives to not redeem any of their IRHO securities, including their IRHO Ordinary Shares and IRHO Rights, or (iii) execute agreements to purchase such IRHO Ordinary Shares or IRHO Rights from such investors or enter into non-redemption agreements in the future.

There is no limit on the number of securities such persons may purchase, subject to compliance with applicable law, including Rule 14e-5 under the Exchange Act, and the rules of Nasdaq. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors or any of their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our Sponsor, directors, officers, advisors or any of their affiliates determine to undertake any such transactions, such transactions could have the effect of influencing the vote necessary to approve such transaction.

Any purchases by the Sponsor, our executive officers, directors, director nominees or their affiliates will be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M or the tender offer rules under the Exchange Act or on any terms prohibited by the tender offer rules, to the extent applicable. Any such purchases may be effected at purchase prices that are no greater than the per share pro rata IRHO Units, IRHO Ordinary Shares or IRHO Rights portion of the Trust Account. IRHO hereby represents that any shares purchased by the Sponsor or IRHO’s directors, officers or advisors or their affiliates in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the shareholder Proposals. For avoidance of doubt, none of the Sponsor nor any of its affiliates will purchase IRHO securities at a price higher than the price offered through the IRHO redemption process and further, the Sponsor and its affiliates waive all redemption rights with respect to all IRHO securities. None of the funds held in the trust account will be used to purchase Public Shares or Public Rights in such transactions. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor, directors, officers, director nominees, or any of their respective affiliates purchase Public Shares or Public Rights in privately negotiated transactions from shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases would be to decrease the number of redemptions to provide additional financing to the combined company following the closing of the Business Combination; however, pursuant to SEC guidance, if the Sponsor, directors, officers, director nominees, or any of their respective affiliates purchase Public Shares in privately negotiated transactions or in the open market prior to the completion of the Business Combination, such Public Shares would not be voted in favor of the proposals. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements. In addition, if such purchases are made, the public “float” of Common Stock may be reduced and the number of beneficial holders of securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of IRHO securities on a national securities exchange. To the extent any such purchases are made in situations in which the tender offer rules restrictions on purchases apply, IRHO will disclose in an 8-K prior to the shareholder meeting to approve the Business Combination the following: (i) the number of shares purchased outside of the redemption offer, along with the purchase price (s) for such shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the shareholder proposals will be approved; (iv) the identities of the equityholders who sold to the Sponsor, IRHO’s directors, officers or advisors or their affiliates (if not purchased on the open market) or the nature of the equityholders (e.g., 5% security holders) who sold such shares; and (v) the number of shares for which IRHO has received redemption requests pursuant to its redemption offer.

Q.     What happens if I sell my IRHO Ordinary Shares before the extraordinary general meeting?

A.     The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Proposed Transaction is expected to be completed. If you transfer your Public Shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least two business days prior to the scheduled date of the extraordinary general meeting.

Q.     How can I vote my shares without attending the extraordinary general meeting?

A.     If you are a shareholder of record of our IRHO Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. Please note that if you are a beneficial owner of IRHO Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to IRHO at the address set forth below so that it is received by IRHO prior to the vote at the extraordinary general meeting (which is scheduled to take place on [•]) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to IRHO, which must be received by IRHO prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to take any action with respect to the extraordinary general meeting and the Proposed Transaction is approved by shareholders and the Proposed Transaction is consummated, you will become a stockholder or warrant holder of Electra Pubco. If you fail to take any action with respect to the extraordinary general meeting and the Proposed Transaction is not approved, you will remain a shareholder or warrant holder of IRHO. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Proposed Transaction, so long as you take the required steps to elect to redeem your shares at least two business days prior to the scheduled date of the extraordinary general meeting.

Q.     What happens if I vote against the Business Combination Proposal?

A.     If you vote against the Business Combination Proposal, but the Business Combination Proposal still obtains the requisite shareholder approval described in this proxy statement/prospectus, then the Business Combination Proposal will be approved and, assuming the approval of the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Electra Pubco Equity Incentive Plan Proposal, and the satisfaction or waiver of the other conditions to the Closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

Because the Initial Shareholders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares, we would only need 13,236,440 IRHO Ordinary Shares (or 45%) to approve the Business Combination.

Q.     What should I do with my share certificates, rights certificates or unit certificates?

A.     Our shareholders who exercise their Redemption Rights must tender or deliver (either physically or electronically) their share certificates (if any) along with the redemption forms to the Transfer Agent, prior to the extraordinary general meeting.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Our rights holders should not submit the certificates relating to their rights. Public Shareholders will receive one share of Electra Public Stock for every ten rights.

Upon the Domestication, holders of IRHO Units, IRHO Ordinary Shares and IRHO Rights will receive shares of Electra Pubco Common Stock without needing to take any action and, accordingly, such holders should not submit any certificates relating to their IRHO Units, IRHO Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above), or IRHO Rights.

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your IRHO Ordinary Shares.

Q.     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A.     IRHO will pay the cost of soliciting proxies for the extraordinary general meeting. IRHO has engaged _______________ to assist in the solicitation of proxies for the extraordinary general meeting. IRHO has agreed to pay _________ a fee of $________, plus disbursements. IRHO will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of IRHO Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of IRHO Ordinary Shares and in obtaining voting instructions from those owners. IRHO’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Where can I find the voting results of the extraordinary general meeting?

A.     The preliminary voting results will be expected to be announced at the extraordinary general meeting. IRHO will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q.     Who can help answer my questions?

A.     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

PROXY SOLICITOR INFO

You also may obtain additional information about IRHO from documents filed with the SEC by following the instructions in “Where You Can Find More Information”. If you are a holder of Public Shares and you intend to seek Redemption, you will need to tender or deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or tendering or delivery of your share certificates (if any) along with the redemption forms, please contact:

Proxy information

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
Email: [email protected]

Risk Factors

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Electra and will also apply to the business and operations of Electra Pubco following the completion of the Business Combination. If any of the following risks actually occurs, it may have a material adverse effect on the business, results of operations or financial condition of Electra or Electra Pubco and could adversely affect the trading price of its common stock following the business combination. The risks described in this “Risk Factors” section may also be incorrect or may change. If the risks and uncertainties that Electra or Electra Pubco plan for are incorrect or incomplete, or if Electra or Electra Pubco fail to fully understand and manage these risks successfully this failure may have a material adverse effect on the business, financial condition and results of operation of Electra Pubco following the Business Combination. The following risks should be read in conjunction with the financial statements and notes to the financial statements included herein.

Unless the context requires otherwise, references to “Electra,” “we,” “us,” “our” and “the company” in this section are to the business and operations of Electra prior to the Business Combination and the business and operations of Electra Pubco as directly or indirectly affected by Electra by virtue of Electra Pubco’s ownership of the business of Electra following the Business Combination.

Risks Related to Electra’s Business and Industry

We will need substantial additional capital in the future to fund our business and may be unable to meet our future capital requirements, impairing our financial position and results of operations.

The development and commercialization of AI-powered battery intelligence software is a capital-intensive business. We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a number of years. To date, we have funded our operations through offering of our existing preferred stock. These funds are expected to finance our principal sources of liquidity and ongoing costs, such as research and development costs for our AI-powered battery management platform, including cloud-based analytics and embedded AI solutions for BESS, EVs, robotics, and other applications that rely on stored energy. In the future, if we are not able to fund our operations from cash flows generated from anticipated product sales, we expect that we will need to raise additional funds through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity (including through at-the-market sales), equity-related or debt securities or through obtaining credit from financial institutions, as well as anticipated future revenue from product sales.

Following the business combination, additional funding may be required for a variety of reasons, including merger and acquisition opportunities, development costs. Our ability to successfully develop our products and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations.

We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders. We may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects. Furthermore, the cost of debt could be higher than anticipated, which could negatively affect our earnings.

Our ability to scale our AI-powered battery intelligence platform depends on our ability to continue to develop, enhance and deploy our software solutions, maintain our cloud infrastructure, and expand our engineering capabilities.

Because we rely heavily on complex AI models, well-trained engineering personnel, and robust cloud infrastructure for our operations, the continued development and deployment of our platform will involve a significant degree of uncertainty and risk in terms of performance, scalability and costs.

Our platform infrastructure, including cloud-hosted AI models, data pipelines and production systems, may suffer unexpected disruptions, outages or performance degradation from time to time, and will depend on the continued availability and reliability of third-party cloud services, particularly Amazon Web Services (“AWS”). Any disruption

to, or material change in the terms of, our relationship with AWS, or any outages or performance issues with our cloud infrastructure, could significantly affect our ability to deliver our products and services, thus materially and adversely affecting our business, financial condition and operating results.

We also rely on third-party technology platforms and partnerships for the continued operation and development of our products and services, as well as third-party data sources and open datasets to supplement our proprietary training data. There can be no assurance that these third-party platforms and partnerships will continue to be available on acceptable terms, or at all. Any disruption to, or deterioration of, these relationships could delay our product development, impair our ability to deliver our solutions, and adversely affect our business and results of operations.

Our technology and operational performance can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, changes in cloud computing costs or availability, cybersecurity threats, defects or errors in our AI models or software, changes in third-party APIs or data formats, evolving customer requirements, and rapid changes in the competitive landscape for battery intelligence solutions. Should operational risks materialize, they may result in reduced platform performance or customer dissatisfaction, which would negatively affect our revenue growth and profitability as projected. Additionally, they could result in delays, data losses, potential legal liabilities, reputational damage and increased insurance costs, all of which could have a material adverse effect on our business, financial condition, operating results and prospects.

The market for battery intelligence solutions is relatively new and may not develop as we anticipate. In addition, the market is competitive and rapidly evolving, and certain competitors have significantly greater resources than we do.

The market for AI-driven battery intelligence and battery management solutions is relatively new and still developing. Our future revenue growth depends on the willingness of potential customers to adopt third-party software solutions for battery management rather than relying on in-house capabilities or conventional approaches. If the market for battery intelligence does not develop as we expect, or develops more slowly than anticipated, our business, financial condition and results of operations could be adversely affected.

A number of companies are seeking to develop battery analytics, embedded BMS, and AI-driven battery management technologies. Some of these competitors offer cloud-based battery analytics, embedded BMS solutions, or both, and may have established relationships with OEMs and fleet operators. Additionally, many OEMs are investing in developing their own in-house battery management capabilities, which could reduce demand for third-party solutions such as ours. We expect competition in battery intelligence to intensify due to increased demand for AI-driven battery management solutions across BESS, EVs, robotics, and other applications. Developments in competing technologies or improvements in battery management solutions made by competitors may materially adversely affect the sales, pricing and gross margins of our products. If a competing technology is developed that has superior operational or price performance, or that offers both cloud-based and embedded capabilities, our business will be harmed. Similarly, if we fail to accurately predict and ensure that our platform can address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our solutions, our business will be harmed. For more information, see “Competition.”

We have a limited operating history and have not yet established significant brand recognition, which may make it more difficult to attract and retain customers and could adversely affect our business and results of operations.

As a relatively early-stage company, we have not yet established widespread brand recognition in the battery intelligence market. Our ability to compete effectively and attract new customers depends in part on building and maintaining our reputation for delivering reliable, high-quality solutions. We compete against larger, better-resourced companies that may have stronger brand recognition and established customer relationships. If we are unable to establish and grow our brand, or if any events occur that negatively affect our reputation, we may be unable to attract new customers and retain existing customers, which could harm our business, results of operations and financial condition.

If we fail to effectively manage our growth and expansion, or if underlying battery technology evolves in ways that reduce demand for our solutions, we may be unable to execute our business plan, maintain high levels of customer service, and/or adequately address competitive challenges.

We have experienced significant and rapid growth since the time of our inception. We intend to continue to expand our business significantly within existing and new market segments of the larger clean energy industry. Our growth has placed, and any future growth may place, a significant strain on our management, operational, and

financial infrastructure. In the continued growth and expansion of the Company, our management will also be required to maintain and expand our relationships with customers, suppliers, and other third parties and attract new customers and suppliers, as well as manage multiple geographic locations. To manage our growth, we must continue to improve and expand our information technology and financial infrastructure and systems, our operating and administrative systems and controls, our ability to manage headcount, capital, and other systems and processes in an efficient manner. Our current and planned future infrastructure, plans, and processes might be inadequate to support our future growth and may require us to make additional unanticipated investment and improvements, which may adversely impact our financial condition and may disrupt our operations and business.

Our success and ability to further scale our business depends, in part, on our ability to manage expansion and growth in a cost-effective and efficient manner. If we cannot manage our growth, we may be unable to take advantage of market opportunities, execute our business strategies, or respond appropriately and quickly to competitive pressures. This could also result in declines in product quality and customer satisfaction, reputational damage, increased costs, difficulties in introducing new offerings, reduce demand for our offerings, or other operational difficulties. Our future operating results depend on a large extent on our ability to manage our continued expansion and growth successfully and any failure to effectively manage expansion and growth could adversely impact our business and reputation.

In addition, our business is predicated on the continued growth and complexity of battery systems across industries. Changes in underlying battery technology, such as the emergence of new battery chemistries or other energy storage technologies could reduce the need for third-party battery intelligence software. If battery technology evolves in ways that reduce the complexity of battery management or that diminish the value of our AI-driven solutions, demand for our products and services could decline, which would adversely affect our business, financial condition and results of operations.

Our product roadmap, including the development of closed-loop autonomous battery control technology, may not achieve our intended results or timelines.

Our product roadmap is organized in three phases: foundation monitoring, optimization, and closed-loop AI control. Accordingly, our business depends, in part, on our ability to successfully advance through these phases and develop and deploy new products and capabilities, and our efforts may not result in commercially viable products or produce results on the timelines we expect.

The development of advanced AI models, particularly for safety-critical autonomous battery control, is inherently uncertain, time-consuming and capital intensive. AI models that demonstrate promising performance in laboratory or controlled testing environments may fail to achieve required performance, accuracy, safety, or reliability standards under real-world conditions. Our embedded AI solutions currently under development may not meet OEM or customer specifications or may not be adopted at all.

In addition, scaling AI model deployment from pilot engagements to large-scale commercial adoption presents significant technical and operational risks, including model accuracy across diverse battery chemistries and hardware platforms, real-time performance constraints for embedded deployment, and customer integration challenges. Commercial adoption of new AI-driven battery management solutions typically involves lengthy qualification and validation cycles, and competing technologies or approaches may reduce demand for our products. If we are unable to successfully develop, deploy and commercialize our advanced AI solutions on a timely and cost-effective basis, our business and results of operations could be materially adversely affected.

Our business depends substantially on the continuing efforts of our senior executives and other key personnel as well as the ability to attract, train and retain highly skilled employees and key personnel.

Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, and our operations may be severely disrupted if we lost their services. As we build our brand and become better known, there is increased risk that competitors or other companies will seek to hire our personnel. All of our executives and engineering staff are subject to non-competition agreements, but we may face challenges in enforcing these non-competition agreements. The failure to attract, integrate, train, motivate and retain these personnel could seriously harm our business and prospects.

To execute our business plan, we must attract and retain highly qualified personnel in research and development, artificial intelligence and machine learning, sales and marketing, production and other leadership roles. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications in relevant industries. Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, in making employment decisions, particularly in high-technology industries, job candidates often consider the value of the equity they are to receive in connection with their employment. Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly appreciated or significantly reduced in value. A significant talent pool consists of nationals from countries that may require a license from the United States Bureau of Industry and Security to work with our technology, which raises the cost of hiring due to the uncertainty that a license may not be granted and the candidate would be unemployable in the role envisioned. If we fail to attract new personnel, or fail to retain and motivate our current personnel, our business and growth prospects could be harmed.

In addition, we are highly dependent on the services of Fabrizio Martini, our Founder and Chief Executive Officer, and other senior technical and management personnel, including our executive officers, who may take significant amounts of time to replace. If Mr. Martini or other key personnel were to depart, we may not be able to successfully attract and retain senior leadership necessary to grow our business.

If we do not maintain and continue to develop our corporate culture as we grow and evolve, it could also harm our ability to foster the innovation, creativity and teamwork we believe that we need to support our growth. Additions of executive-level management, significant numbers of new employees, our workforce reduction and higher employee turnover could significantly and adversely impact our culture.

Our insurance coverage may not be adequate to protect us from all business risks.

We may be subject, in the ordinary course of business, to losses resulting from product liability, cyber-attacks, accidents, acts of God, and other claims against us, for which we may have no insurance coverage. As a general matter, the policies that we do have may include significant deductibles or self-insured retentions, and we cannot be certain that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results.

Electra could be subject to additional tax liabilities.

We are subject to federal, state, and local income taxes in the United States and numerous foreign jurisdictions. Determining our provision for income taxes requires significant management judgment, and the ultimate tax outcome may be uncertain. In addition, our provision for income taxes is subject to volatility and could be adversely affected by many factors, including, among other things, changes to our operating or holding structure, changes in the amounts of earnings in jurisdictions with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, and changes in U.S. and foreign tax laws. Moreover, we are subject to the examination of our income tax returns by tax authorities in the United States and various foreign jurisdictions, which may disagree with our calculation of research and development tax credits, cross-jurisdictional transfer pricing, or other matters and assess additional taxes, interest or penalties. While we regularly assess the likely outcomes of these examinations to determine the adequacy of our provision for income taxes and we believe that our financial statements reflect adequate reserves to cover any such contingencies, there can be no assurance that the outcomes of such examinations will not have a material impact on our results of operations and cash flows. If U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our financial condition or results of operations may be adversely impacted.

Provisions enacted by the 2017 Tax Cuts and Jobs Act related to the capitalization for tax purposes of research and experimental (“R&E”) expenditures became effective on January 1, 2022. Beginning January 1, 2022, all U.S. and non-U.S. based R&E expenditures must be capitalized and amortized over five years and 15 years, respectively.

Costs incurred in the development of software programs for Electra’s products are charged to operations as incurred until technological feasibility of the software has been established. Generally, technological feasibility is established when the software module performs its primary functions described in its original specifications, contains

features required for it to be usable in a production environment, is completely documented and the related hardware portion of the product is complete. After technological feasibility is established, any additional costs are capitalized. Capitalization of software costs ceases when the software is substantially complete and is ready for its intended use.

Changes in the pace or direction of the global transition to electrification could reduce demand for our products and services.

Our business is closely tied to the continued growth and adoption of battery-powered systems across multiple industries, including BESS, robotics, autonomous systems and data centers. The pace and trajectory of the global transition to electrification are subject to significant uncertainty and may be influenced by a wide range of factors beyond our control, including changes in government policies and incentive programs, fluctuations in the relative cost of fossil fuels and renewable energy, developments in alternative energy storage technologies, and macroeconomic conditions. If the adoption of battery-powered systems slows, stalls, or shifts toward technologies or approaches that do not require the type of battery intelligence solutions we provide, demand for our products and services could be materially adversely affected. In addition, if improvements in battery hardware or energy efficiency reduce the complexity of battery management or extend battery lifespan without the need for third-party software optimization, the addressable market for our solutions could be smaller than we anticipate, which would adversely affect our business, financial condition and results of operations.

Our embedded software solutions may require industry certifications and compliance with evolving standards, which could increase our costs, delay our product development, and limit our ability to commercialize our products.

Our embedded AI solutions are designed to be integrated into battery management systems used in electric vehicles, energy storage systems, and robotics. Customers and regulatory bodies may require that our embedded software meet certain industry certifications and standards, including ISO certifications and other applicable safety, quality, and functional safety standards. Achieving and maintaining such certifications can be time-consuming, costly, and technically complex, and there can be no assurance that we will be able to obtain or maintain the certifications required by our customers or applicable regulatory bodies. In addition, industry standards and certification requirements are evolving and may become more stringent over time. If we are unable to obtain or maintain required certifications, or if new certification requirements are imposed that we cannot meet on a timely or cost-effective basis, our ability to commercialize our embedded solutions could be delayed or limited, and our business, financial condition and results of operations could be adversely affected.

Risks Relating to Artificial Intelligence

The use of AI in our products and services may result in reputational harm and competitive harm.

We use artificial intelligence and machine learning extensively in our business, including in our cloud-based battery fleet analytics platform and our embedded AI-driven battery management system. AI is core to our value proposition and central to virtually all of our products and services. As with many technological innovations, there are significant risks and challenges involved in maintaining and deploying these technologies. Artificial intelligence algorithms or training methodologies may be flawed. Datasets may be overbroad or insufficient, and information generated by artificial intelligence may be inaccurate or harmful. There may also be insufficient back-testing. Additionally, if the content, analyses, predictions, or recommendations that our AI applications produce are or are alleged to be inaccurate, deficient, or biased, our business, financial condition and results of operations may be adversely affected. The rapid evolution and increased adoption of AI technologies may also intensify our cybersecurity risks. Overall, there can be no assurance that the usage of such technologies will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

Our use of artificial intelligence and machine learning may result in legal and regulatory risks.

Artificial intelligence entails significant legal risks. The IP ownership and license rights of new technologies such as artificial intelligence and machine learning have not been fully addressed by U.S. courts, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for artificial intelligence technologies and relevant system input and outputs. If we fail to obtain protection for the intellectual property rights concerning technologies developed using artificial intelligence or machine learning, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and

development efforts to develop competing products, which could adversely affect our business, reputation, financial condition, or results of operations. Moreover, the use or adoption of artificial intelligence and machine learning in our technology may expose us to breach of a data or software license, website terms of service claims, claimed violations of privacy rights or other tort claims.

The market for AI-powered battery intelligence solutions is still emerging, and our products may not achieve the growth potential we expect.

We are seeking to accelerate our pace of innovation by utilizing AI across the spectrum of our business, from cloud-based battery fleet analytics to embedded AI-driven battery management systems and future closed-loop autonomous battery control. AI and the application of AI to battery management is a new and emerging field, characterized by rapidly changing technology and evolving government regulations and industry standards and presents additional risks, costs, and challenges, including those discussed in these risk factors. Our ability to derive revenue from our AI-powered products will depend on the growth and acceptance of AI-based battery management solutions generally, and our ability to successfully develop and train AI models for use in our products. In addition, developing AI-based models requires significant computing power, which can require significant capital expenditures and may be difficult to procure. The implementation of AI can be costly and there is no guarantee that our use of AI will enhance our technologies, benefit our business operations, or produce products and services that are preferred by our customers.

Risks Relating to Our Intellectual Property

Our patent applications may not result in issued patents or our patent rights may be challenged, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from competing or interfering with the commercialization of our products.

Our key technological innovations, including innovations that are currently commercialized in our products and innovations that we plan to deploy in the future, are described in our issued patents and pending patent applications, as well as patent applications that we plan to file in the future. For more information, see “Part I, Item 1. Business-Intellectual Property.” The process of applying for and obtaining a patent is expensive, time consuming and does not always result in patent claims as expected or needed. We may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost, in a timely manner, or in all jurisdictions where protection may be commercially advantageous, or we financially may not be able to protect our proprietary rights at all. There is also no assurance that the pending applications will result in issued patents.

In addition, the issuance of a patent does not give us the right to practice the patented invention. Third parties may have blocking patents that could prevent us from marketing our products and practicing our technology. Alternatively, third parties may seek to market their products similar to or otherwise competitive with our products. In these circumstances, we may need to defend and/or assert our patents, including by filing lawsuits alleging patent infringement. In any of these types of proceedings, a court or agency with jurisdiction may find our patents invalid and/or unenforceable. Even if we have valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve our business objectives.

We rely heavily on our intellectual property portfolio, including unpatented proprietary technology. If we are unable to protect our intellectual property rights from unauthorized use, our business and competitive position would be harmed.

We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position. We rely upon a combination of the intellectual property protections afforded by patent, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies.

We also rely substantially on unpatented proprietary technology, including know-how or trade secrets. We seek to protect our intellectual property rights in various ways, including through nondisclosure and invention assignment agreements with our employees and consultants and through non-disclosure agreements with business partners and other third parties. We cannot ensure that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation, or disclosure of

such trade secrets, know-how or other proprietary information. There can be no assurance that employees, consultants, vendors and customers have executed such agreements or have not breached or will not breach their agreements with us, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by competitors. The theft or unauthorized use or publication of our trade secrets and other confidential business information could reduce the differentiation of our products and harm our business, the value of our investment in development or business acquisitions could be reduced and third parties might make claims against us related to losses of their confidential or proprietary information. Any of the foregoing could materially and adversely affect our business.

Additionally, despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our intellectual property. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm our business, results of operations and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our intellectual property portfolio.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.

Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop or sell our products, which could make it more difficult for us to operate our business. From time to time, we have received, and we may in the future receive, claims or inquiries from holders of patents or trademarks claiming that and/or inquiring whether we are infringing their proprietary rights and/or seeking court declarations that they do not infringe upon our intellectual property rights. Companies holding patents or other intellectual property rights relating to embedded BMS technology, AI models or adaptive control systems may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

•        cease selling, incorporating or using products that incorporate the challenged intellectual property;

•        pay damages;

•        obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or

•        redesign our software or products.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.

We may face risks relating to protecting our intellectual property in various countries.

Patent, trademark and trade secret laws vary significantly throughout the world. Filing, prosecuting, and defending patents in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection or licenses, but enforcement is not as strong as that in the United States.

A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States, and efforts to protect against the unauthorized use of our intellectual property rights, technology, and other proprietary rights may be more expensive and difficult outside of the United States. Some courts inside and outside the United States may be less willing or unwilling to protect trade secrets and agreement terms that address

non-competition are difficult to enforce in many jurisdictions and might not be enforceable in certain cases. Failure to adequately protect our intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, financial condition, operating results and prospects.

Risks Relating to Privacy and Security

If we experience a significant cybersecurity breach or disruption in our information systems or any of our partners’ information systems, our business could be adversely affected.

Our business operations rely on information technology systems and cloud-based infrastructure, primarily hosted on AWS, to deliver our products and services, store proprietary AI models, and process customer battery data. Malicious actors may be able to penetrate our network and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Malicious actors also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. We manage and store various proprietary information, including our AI models, training data, and sensitive or confidential data relating to our business as well as operational data from our customers’ battery systems.

While we employ protective measures, including private cloud networks, encryption at rest and in transit, strict role-based access controls, and secure development practices such as repository-level static code analysis, these measures may fail to prevent or detect attacks on our systems due to the frequently evolving nature of cybersecurity threats. Although these measures are designed to ensure the confidentiality, integrity and availability of our information and technology systems, there is no assurance that these measures will detect all threats or prevent a cybersecurity attack. If there are any breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information, AI models, or customer data, it could expose us to risk of loss, disruption of business operations, litigation, regulatory scrutiny, and potential liability, damage our brand and reputation, or otherwise harm our business. The costs to us to eliminate or mitigate cybersecurity problems could be significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service and loss of existing or potential customers.

Any actual or perceived failure to comply with data privacy and data security laws, regulations, and industry standards could have a material adverse effect on our reputation, results of operations, and financial condition.

We are subject to various laws, regulations, industry standards and other requirements involving data privacy and information security in the jurisdictions in which we operate and where our customers are located. Our cloud-based SaaS platform ingests operational battery data from customers, including data that may be subject to data localization, privacy, or security regulations. Such laws and regulations relating to data privacy and information security are continuously evolving and subject to potentially differing interpretations. In the United States, there are numerous federal and state data privacy and security laws, including the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act, and similar laws in other states. In Europe, we may be subject to the General Data Protection Regulation (“GDPR”) and national supplementing laws as our business expands. Our platform’s ability to deploy instances in specific geographic regions based on customer needs, local laws, and data requirements helps address some compliance obligations, but the evolving patchwork of global data privacy regulations increases the cost and complexity of compliance. Failure to comply with applicable data privacy and security requirements could result in regulatory investigations, fines, penalties, reputational harm, and could adversely affect our business, financial condition, and results of operations.

We have international operations and serve customers across multiple geographies, which subjects us to additional risks.

We maintain operations in the United States and Italy and serve customers across the transportation, energy infrastructure, and industrial sectors worldwide. Our international operations subject us to a variety of risks, including compliance with multiple, potentially conflicting and changing laws, regulations, and policies; limited or unfavorable intellectual property protection in certain jurisdictions; exposure to currency exchange rate fluctuations; geopolitical or economic conditions or uncertainty; challenges associated with managing operations across multiple countries; and compliance with export controls, anti-corruption laws, and data localization requirements. Our platform’s ability

to deploy instances in specific geographic regions based on customer needs, local laws, and data requirements helps address some of these challenges, but changes in international trade conditions, tariffs, sanctions, or regulatory environments could adversely affect our ability to serve customers, increase our costs, and harm our business, financial condition, and results of operations.

Risks Related to Ownership of Electra Pubco Securities

The ability of Public Shareholders to exercise Redemption Rights with respect to a large number of Public Shares may adversely affect the liquidity and trading of Electra Pubco securities following Closing.

At the time of entering into the Merger Agreement, IRHO did not know how many Public Shareholders may exercise their Redemption Rights and therefore, it needed to structure the transaction based on its expectations as to the number of shares that will be submitted for redemption. The Merger Agreement provides that Electra’s obligation to consummate the Business Combination is conditioned on, among other things, the minimum cash amount.

The exercise of Redemption Rights with respect to a large number of Public Shares may result in insufficient cash available to fund Electra’s business and may make IRHO and Electra unable to take such actions as may be desirable in order to optimize the capital structure of Electra Pubco upon consummation of the Business Combination.

Our common stock price may be volatile.

If a public trading market does develop for the Electra Pubco Common Stock, its market price is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

•        the concentration of the ownership of our shares by a limited number of affiliated stockholders may limit interest in our securities;

•        limited “public float” with a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the Electra Pubco Common Stock;

•        additions or departures of key personnel;

•        loss of a strategic relationship;

•        variations in operating results from the expectations of securities analysts or investors;

•        announcements of new products or services by us or our competitors;

•        reductions in the market share of our products;

•        announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

•        investor perception of our industry or prospects;

•        insider selling or buying;

•        investors entering into short sale contracts;

•        regulatory developments affecting our industry;

•        changes in our industry;

•        competitive pricing pressures;

•        our ability to obtain working capital financing;

•        sales of the Electra Pubco Common Stock;

•        our ability to execute our business plan;

•        operating results that fall below expectations;

•        revisions in securities analysts’ estimates or reductions in security analysts’ coverage; and

•        economic and other external factors.

Many of these factors are beyond our control and may decrease the market price of the Electra Pubco Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for the Electra Pubco Common Stock will be at any time, including as to whether the Electra Pubco Common Stock will sustain current market prices, or as to what effect that the sale of shares or the availability of the Electra Pubco Common Stock for sale at any time will have on the prevailing market price.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Electra Pubco Common Stock.

Our executive officers and directors will continue to exercise significant control over us after the Business Combination, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control.

Following the Business Combination (assuming maximum redemptions), Fabrizio Martini co-Founder and Chief Executive Officer, will beneficially own (including shares underlying Converted Stock Options) approximately ___% of the combined voting power for the election of directors to the Electra Pubco Board. As a result, these stockholders will be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

These stockholders may have interests, with respect to their Electra Pubco Common Stock, which are different from those of the public investors and the concentration of voting power among one or more of these stockholders may have an adverse effect on the price of the Electra Pubco Common Stock.

In addition, this concentration of ownership might adversely affect the market price of the Electra Pubco Common Stock by: (1) delaying, deferring or preventing a change of control; (2) impeding a merger, consolidation, takeover or other business combination involving us; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

The requirements of being a public company may strain the Company’s resources and distract management and we will incur substantial costs as a result of being a public company.

Following the consummation of the Business Combination, the Company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Securities Act. These rules, regulations and requirements are extensive. We will incur significant costs associated with our public company corporate governance and reporting requirements. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more corporate employees to comply with these requirements or engage outside consultants, which would increase our costs and expenses. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. These applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on the Electra Pubco Board or as executive officers.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases

due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

As a result of disclosure of information in this proxy statement/prospectus and in the filings that we are required to make as a public company, our business, operating results and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If any such claims are successful, our business, operating results and financial condition could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, operating results and financial condition.

Sales of a substantial amount of Electra Pubco Common Stock in the public market, particularly sales by our executive officers, directors and significant stockholders, or the perception that these sales could occur, could cause the market price of Electra Pubco Common Stock to decline.

Sales of a substantial number of shares of Electra Pubco Common Stock in the public market, particularly sales by our executive officers, directors and principal stockholders, or the perception that these sales might occur, could cause the market price of Electra Pubco Common Stock to decline. Some of our executive officers, directors and the holders of a substantial number of shares of Electra Pubco Common Stock following the Business Combination are subject to lock-up provisions in that, for a period of at least six months from the date of closing of the Business Combination, subject to certain exceptions, prohibit them from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of Electra Pubco Common Stock and of any securities convertible into or exercisable for Electra Pubco Common Stock, unless waived, amended, or repealed by the Electra Pubco Board.

When the applicable lock-up periods expire, our security holders subject to lock-up provisions will be able to sell shares of Electra Pubco Common Stock in the public market. In addition, the Electra Pubco Board may, in its discretion, permit our security holders to sell shares prior to the expiration of the restrictive provisions contained in the Proposed Bylaws. Sales of a substantial number of such shares upon expiration of the lock-up provisions, the perception that such sales may occur or early release of these provisions could cause our market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

In addition, we may file a registration statement to register shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of applicable vesting requirements and expiration of the lock-up provisions referred to above, the shares issued upon exercise of outstanding stock options would be available for immediate resale in the open market.

A decline in the price of Electra Pubco Common Stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of Electra Pubco Common Stock could result in a reduction in the liquidity of the common stock and a reduction in our ability to raise capital. A decline in the price of Electra Pubco Common Stock could be especially detrimental to our liquidity, operations and strategic plans. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and services and continue current operations. If Electra Pubco Common Stock’s price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock.

We have not paid any cash dividends on Electra Pubco Common Stock and do not intend to pay cash dividends on Electra Pubco Common Stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which we may enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of the Electra Pubco Board and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that the Electra Pubco Board decides is relevant. Therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock.

If our stock price fluctuates after the Business Combination, you could lose a significant part of your investment.

The market price of Electra Pubco Common Stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this proxy statement/prospectus, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the Earnout of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, such as the ongoing Russia-Ukraine war, recessions, inflation, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

The public stockholders will experience immediate dilution as a consequence of the issuance of Electra Pubco Common Stock as consideration in the Business Combination and due to future issuances pursuant to the Electra Pubco Equity Incentive Plan. Having a minority share position may reduce the influence that our current stockholders have on the management of Electra Pubco.

It is anticipated that, following the Business Combination, an aggregate of [•] shares of Electra Pubco Common Stock will be outstanding, assuming maximum redemptions consisting of (i) [•] Parent Class A Common Shares issued to Electra Shareholders constituting approximately            % of the outstanding Pubco Common Stock; (ii) [•] Parent Class B Common Stock issued to Fabrizio Martini, consisting of approximately [•]% of the outstanding Electra Pubco Common Stock; (iii) up to 15,000,000 Earnout Shares issued to certain Electra Securityholders, constituting approximately            % of the outstanding Pubco Common Stock; (iv) [*] shares of Pubco Class A Common Stock issued to Company Equity Interest Holders in the Merger, constituting approximately            % of the outstanding Pubco Common Stock; (v)            shares            of Pubco Class A Common Stock issued to the Sponsor (includes the conversion of the Sponsor Convertible Notes and [*] shares issued as a result of the PIPE Investment), constituting approximately            % of the outstanding shares of Pubco Class A Common Stock; (vii) no shares of Electra Pubco Common Stock held by IRHO Public Shareholders, and (viii) ___________ shares of Electra Pubco Common Stock issuable to certain service providers, including Cantor, constituting approximately ___% of the outstanding Electra Pubco Common Stock. These percentages assume that all IRHO Rights have been exchanged for Electra Public Common Stock and there are no other issuances of equity securities of Electra Pubco prior to or in connection with the Closing, including any equity awards that may be issued under the Electra Pubco Equity Incentive Plan following the Business Combination. If the actual facts are different from these assumptions, the percentage ownership retained by IRHO’s existing shareholders in the combined company will be different.

In addition, Electra employees and consultants hold, and after the Business Combination, are expected to be granted, equity awards under equity incentive plans. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of Electra Pubco Common Stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of IRHO securities and may adversely affect prevailing market prices for our Public Shares or Public Rights.

There can be no assurance that the shares of Electra Pubco Common Stock that will be issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing, or that Electra Pubco will be able to comply with the continued listing rules of Nasdaq.

IRHO Units, Public Shares and Public Rights are currently listed on Nasdaq. If IRHO’s securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist IRHO’s securities from trading on its exchange, which could limit investors’ ability to make transactions in IRHO’s securities and subject us to additional trading restrictions.

We have applied for listing of the Electra Pubco Class A Common Stock on Nasdaq. However, there can be no assurance that the shares of Electra Pubco Class A Common Stock that will be issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing. Even if Electra Pubco’s securities are so listed at Closing, Electra Pubco may be unable to maintain the listing of its securities in the future.

The continued eligibility for listing of Electra Pubco’s securities may depend on, among other things, the number of our shares that are redeemed. If, after the Business Combination, Nasdaq delists the shares of Electra Pubco Common Stock or Public Rights from trading on its exchange for failure to meet its listing rules, Electra Pubco and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        a determination that the Electra Pubco Common Stock is a “penny stock” which will require brokers trading in shares of Electra Pubco Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” The Electra Pubco Common Stock and Public Rights are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state, other than the state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Electra Pubco’s securities were no longer listed on Nasdaq, such securities would not qualify as covered securities and Electra Pubco would be subject to regulation in each state in which it offers its securities.

A shareholder-approved amendment to IRHO’s Cayman Constitutional Documents removed the minimum

The future exercise of registration rights may adversely affect the market price of the Electra Pubco Common Stock.

Pursuant to the A&R Registration Rights Agreement, Electra Pubco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Electra Pubco Common Stock and other equity securities of Electra Pubco that are held by the Registration Rights Holders from time to time. Pursuant to the A&R Registration Rights Agreement, the Registration Rights Holders will have customary registration Rights, including demand and piggy-back Rights, subject to cooperation and cut back provisions with respect to Electra Pubco Common Stock held by such parties following the consummation of the Merger. We estimate that an aggregate of ____________ shares of Electra Pubco Common Stock will be subject to registration Rights immediately following Closing.

The registration of these securities will permit the public resale of such securities, subject to any applicable contractual lock-up obligation. The registration and availability of a significant number of securities for trading in the public market may have an adverse effect on the market price of the Electra Pubco Common Stock post-Closing.

We are a “smaller reporting company” and “emerging growth company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies and emerging growth companies could make our common stock less attractive to investors.

We are a “smaller reporting company” and an “emerging growth company” under U.S. federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Furthermore, as an emerging growth company, we intend to take advantage of exemptions from certain reporting requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and exemptions from the requirements of holding a non-binding advisory vote on executive compensation. Investors may not find our common stock attractive because we may rely on these exemptions and reduced disclosures. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of IRHO’s IPO, (b) in which we have total annual gross revenue of at least $1.23 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

Risks Related to the Business Combination and IRHO

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to IRHO prior to the consummation of the Business Combination.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how IRHO’s Public Shareholders vote.

The Sponsor and each director and officer of IRHO have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in the case of the Sponsor, subject also to the terms and conditions contemplated by the Parent Support Agreement. The Sponsor, which includes among its members each of the directors and officers of IRHO, owns 5,750,000 Founder Shares, and 370,000 Private Placement Units (Cantor owns the remaining 200,000 Private Placement Units),. As a result, as of the date of this proxy statement/prospectus, the Insiders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares. Accordingly, we would only need 13,236,440 IRHO Ordinary Shares (or 45%) to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Electra Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

We may be forced to close the Business Combination even if we determine it is no longer in our shareholders’ best interest.

Our Public Shareholders are protected from a material adverse event of Electra arising between the date of the Merger Agreement and the Closing primarily by the right to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account that are available for distribution to Public Shareholders, calculated as of two business days prior to the scheduled vote at the extraordinary general meeting. Accordingly, if a material adverse event were to occur after approval of the Condition Precedent Proposals at the extraordinary general meeting, we may be forced

to close the Business Combination even if we determine it is no longer in our shareholders’ best interest to do so (as a result of such material adverse event) which could have a significant negative impact on our business, financial condition or results of operations.

IRHO’s ability to complete an initial business combination with Electra may be impacted if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), and ultimately prohibited.

The Sponsor is a Cayman Islands exempted limited partnership and is likely to be considered a “foreign person” under the regulations administered by CFIUS. As such, an initial business combination with Electra may be subject to CFIUS jurisdiction, the scope of which includes controlling investments (within the meaning of “control” under the CFIUS regulations) as well as certain non-passive, non-controlling investments in sensitive U.S. businesses meeting certain criteria. The parties have determined that Electra is not a TID U.S. business, as that term is defined in 31 C.F.R. §800.248, and as a result, it is not mandatory to submit a CFIUS filing with respect to the Business Combination. The parties may determine to submit a voluntary filing to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination or recommend that the U.S. president block the initial business combination or order IRHO to divest all or a portion of Electra following the Closing. Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and IRHO has limited time to complete its initial business combination. If IRHO cannot complete its initial business combination by December 18, 2027, or such later date that may be approved by IRHO’s shareholders, because the review process extends beyond such timeframe or because the Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, IRHO may be required to liquidate. If IRHO liquidates, its Public Shareholders may only receive their pro rata share of amounts held in the Trust Account that are available for distribution to Public Shareholders, and the IRHO Rights will expire worthless. This will also cause shareholders to lose the investment opportunity in Electra and the chance of realizing future gains on their investment through any price appreciation in the combined company.

(i)     If IRHO is deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and IRHO’s activities may be restricted, which may make it difficult for us to complete IRHO’s initial Business Combination.

The SEC’s adopting release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment companies subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company is dependent on specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

If IRHO is deemed to be an investment company under the Investment Company Act, IRHO’s activities may be restricted, including (i) restrictions on the nature of IRHO’s investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for us to complete IRHO’s initial Business Combination.

In addition, IRHO may become subject to more burdensome requirements, including: (i) registration as an investment company; (ii) adoption of a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless IRHO can qualify for an exclusion, IRHO must ensure that IRHO is engaged primarily in a business other than investing, reinvesting or trading in securities and that IRHO’s activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of IRHO’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. IRHO is mindful of the SEC’s investment company definition and guidance and intends to complete an initial Business Combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.

IRHO does not believe that IRHO’s business activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account were initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

Pursuant to the Trust Agreement, Continental is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), IRHO intended to avoid being deemed an “investment company” within the meaning of the Investment Company Act. IRHO’s Initial Public Offering was not intended for persons who were seeking a return on investments in government securities or investment securities. The Trust Account is intended solely as a temporary depository for funds pending the earliest to occur of: (i) the completion of IRHO’s initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend IRHO’s Amended and Restated Memorandum and Articles of Association (x) in a manner that would affect the substance or timing of IRHO’s obligation to redeem 100% of IRHO’s Public Shares if IRHO does not complete IRHO’s initial Business Combination within the Combination Period; or (y) with respect to any other provision relating to the rights of holders of shares of IRHO’s Ordinary Shares or pre initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, IRHO’s return of the funds held in the Trust Account to IRHO’s Public Shareholders as part of IRHO’s redemption of the Public Shares.

IRHO is aware of litigation claiming that certain SPACs should be considered investment companies. Although IRHO believes that these claims are without merit, IRHO cannot guarantee that IRHO will not be deemed to be an investment company and thus subject to the Investment Company Act. If IRHO were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which IRHO has not allotted funds and may hinder IRHO’s ability to complete an initial Business Combination or may result in IRHO’s liquidation. If IRHO is unable to complete IRHO’s initial Business Combination, IRHO’s Public Shareholders may receive only approximately $10.[•] per Public Share upon the liquidation of IRHO’s Trust Account and IRHO’s Rights will be worthless.

Since the Sponsor and IRHO’s directors and officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Electra is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our business combination is not completed.

When you consider the recommendation of the IRHO Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and IRHO’s directors and officers have interests in such proposal that are different from, or in addition to, those of IRHO shareholders and warrant holders generally.

Such interests include the following:

•        The Sponsor paid (i) $32,000 or approximately $0.005 per share for the Founder Shares, which such Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $________________, based on the $[*] closing price of the IRHO Ordinary Shares on Nasdaq on ___________, 2026, (ii) $____________ or approximately $10.00 per unit for the 370,000 Private Placement Units, which such Private Placement Units, if unrestricted and freely tradeable, would be valued at approximately $____________, based on the $___ closing price of the IRHO Units on Nasdaq on _____, 2026 based on the $_____ closing price of the IRHO Ordinary Shares on Nasdaq on ______, 2026.

•        If IRHO does not consummate a business combination by December 18, 2027 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the IRHO Board, liquidating and dissolving, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Founder Shares owned by the Sponsor would be worthless because following the redemption of the Public Shares, IRHO would likely have few, if any, net assets and because the Insiders have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of the Founder Shares if IRHO fails to complete a business combination within the required period. Additionally, in such event, the 370,000 Private Placement Units (including the underlying securities) will also expire worthless. IRHO’s directors and executive officers have an indirect economic interest in the Private Placement Units and Founder Shares owned by the Sponsor.

•        As a result of the low purchase price paid for the Founder Shares, even if the trading price of the Electra Pubco Common Stock were as low as $2.10 per share, the aggregate market value of the Founder Shares alone (without taking into account the value of the Electra Pubco Common Stock issued in respect of the Private Placement Units or the Public Shares held by the Sponsor) would be approximately equal to the investment in IRHO by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in us even at a time when the Electra Pubco Common Stock has lost significant value. On the other hand, if the Business Combination is not completed and IRHO liquidates without completing another initial business combination before the end of the completion window, the Sponsor would lose its entire investment in us.

•        Upon liquidation, the Sponsor will lose its entire investment in the Founder Shares and Private Placement Units, which totals $3,732,000 in the aggregate. The potential loss of this investment could incentivize the Sponsor and its affiliates to pursue a business combination transaction on unfavorable terms in order to avoid a liquidation.

•        Louis Lebedin is expected to be a director of Electra Pubco after the Closing. As such, in the future, Louis Lebedin may receive fees for his service as director, which may consist of cash or stock-based awards, and any other remuneration that Electra Pubco Board determines to pay to its non-employee directors.

•        IRHO’s existing directors and officers will be eligible for continued indemnification and continued coverage under IRHO’s directors’ and officers’ liability insurance policy after the Merger and pursuant to the Merger Agreement and indemnification agreements entered into with such directors and officers in connection with the IPO.

•        In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to IRHO if and to the extent any claims by a third party (other than IRHO’s independent registered public accounting firm) for services rendered or products sold to IRHO, or a prospective target business with which IRHO has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per Public Share and (b) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all Rights to seek access to the Trust Account and as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

•        The Sponsor and its affiliates have made an aggregate of $_____________ of advances to IRHO as of the date of this proxy statement/prospectus, which will be repaid in cash at the closing of the Business Combination. Additionally, IRHO’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination. As of the date of this proxy statement/prospectus the current value of the reimbursement of the out-of-pocket expenses owed to IRHO’s officers and directors and their affiliates is $0. However, if IRHO fails to consummate a business combination by December 18, 2027 (or if such date is extended at a duly called extraordinary general meeting, such later date), such persons will not have any claim against the Trust Account for reimbursement. Accordingly, IRHO may not be able to reimburse these advances and expenses if the Business Combination or another business combination is not completed by such date.

Pursuant to the A&R Registration Rights Agreement, the Insiders will have customary registration rights, including demand and piggy-back Rights, subject to cooperation and cut-back provisions with respect to the Electra Pubco Common Stock held by such parties following the consummation of the Proposed Transaction. We estimate that the Initial Shareholders will hold an aggregate of 6,320,000 shares of Electra Pubco Common Stock subject to registration rights, not reflecting forfeitures and the Share Contribution pursuant to the Parent Support Agreement, which includes the up to 800,000 At Risk Shares, where up to 800,000 At-Risk Shares shall be subject to forfeiture as follows: For each $1,000,000 by which the Parent Closing Cash is less than $80,000,000, the Sponsor shall forfeit 16,000 At-Risk Shares, up to the maximum of 800,000 Parent Common Shares. (For illustrative purposes only: (i) if the Parent Closing Cash equals or exceeds $80,000,000, no At-Risk Shares shall be forfeited; (ii) if the Parent Closing Cash is $60,000,000, the Sponsor shall forfeit 320,000 At-Risk Shares; and (iii) if the Parent Closing Cash is $30,000,000 or less, the Sponsor shall forfeit all 800,000 At-Risk Shares).

See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination.”

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “— Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

The personal and financial interests of the Sponsor as well as IRHO’s directors and officers may have influenced their motivation in identifying and selecting Electra as a business combination target, completing an initial business combination with Electra and influencing the operation of the business following the initial business combination. Because the Sponsor and IRHO’s directors and officers will lose their entire investment in IRHO if IRHO does not complete an initial business combination and will benefit from the completion of a business combination, they may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to IRHO shareholders rather than liquidate. In considering the recommendations of the IRHO Board to vote for the proposals, its shareholders should consider these interests.

The exercise of IRHO’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in IRHO’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require IRHO to agree to amend the Merger Agreement, to consent to certain actions taken by Electra or to waive rights that IRHO is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Electra’s business or a request by Electra to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at IRHO’s discretion, acting through the IRHO Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, IRHO does not believe there will be any changes or waivers that IRHO’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, IRHO will circulate a new or amended proxy statement/prospectus and resolicit IRHO’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

IRHO and Electra will incur significant transaction and transition costs in connection with the Business Combination.

IRHO and Electra have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. IRHO and Electra may also incur additional costs to retain key employees. Certain transaction costs incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Electra Pubco following the closing of the Business Combination.

Subsequent to the consummation of the Business Combination, Electra Pubco may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and its share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Electra has identified all material issues or risks associated with Electra, its business or the industry in which it competes. Furthermore, we cannot assure you that factors outside of Electra’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets,

restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or Electra Pubco. Additionally, we have no indemnification rights against the Electra Securityholders under the Merger Agreement and all of the purchase price consideration will be delivered at the Closing.

Accordingly, any shareholders or warrant holders of IRHO who choose to remain Electra Pubco stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares or rights. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The historical financial results of Electra and unaudited condensed combined pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Electra Pubco’s actual financial position or results of operations would have been.

The historical financial results of Electra included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone public company during the periods presented or those Electra Pubco will achieve in the future. This is primarily the result of the following factors: (i) Electra Pubco will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) Electra Pubco’s capital structure will be different from that reflected in Electra’s historical financial statements. Electra Pubco’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare Electra Pubco’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited condensed combined pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, IRHO being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Electra on the Closing Date and the number of IRHO Ordinary Shares that are redeemed in connection with the Business Combination. Accordingly, such unaudited condensed combined pro forma financial information may not be indicative of Electra Pubco’s future operating or financial performance and Electra Pubco’s actual financial condition and results of operations may vary materially from Electra Pubco’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in Electra and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Electra Pubco Common Stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of Electra. We will depend on Electra for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to Electra Pubco Common Stock. The financial condition and operating requirements of Electra may limit our ability to obtain cash from Electra. The earnings from, or other available assets of, Electra may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Electra Pubco Common Stock or satisfy our other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our Business Combination.

IRHO Insiders may elect to purchase shares from Public Shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our Ordinary Shares or Public Rights.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material non-public information), the Sponsor or our or its respective directors, officers, advisors or affiliates may (a) purchase Public Shares from institutional and other investors who elect to redeem, or indicate an intention to redeem, Public Shares, (b) execute agreements to purchase such shares from such investors in the future, or (c) enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or not redeem their Public Shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of IRHO’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor or our or its respective directors, officers, advisors or affiliates purchase shares in privately negotiated transactions from Public Shareholders, such shares that are purchased by the Sponsor or our or its respective directors, officers, advisors or affiliates would not be voted in favor of the Business Combination Proposal, and the Sponsor or our or its respective directors, officers, advisors or affiliates would waive their Redemption Rights. In the event that the Sponsor or our or its respective directors, officers, advisors or affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares.

The purpose of such share purchases and other transactions would be to reduce the number of Public Shares electing to redeem.

Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares or rights at a price lower than market, such investor or holder may therefore become more likely to sell the shares he, she or it owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Additionally, in the event the Sponsor, or our or its directors, officers, advisors or affiliates were to purchase shares or rights in privately negotiated transactions from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•        This proxy statement/prospectus discloses the possibility that the Sponsor or our or its respective directors, officers, advisors or affiliates may purchase shares or rights from Public Shareholders outside the redemption process, along with the purpose of such purchases;

•        If the Sponsor or our or its respective directors, officers, advisors or affiliates were to purchase shares or rights from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process;

•        This proxy statement/prospectus includes a representation that any of our securities purchased by the Sponsor or our or its respective directors, officers, advisors or affiliates would not be voted in favor of approving the Business Combination transaction;

•        The Sponsor or our or its respective directors, officers, advisors or affiliates would not possess any Redemption Rights with respect to our securities or, if they do acquire and possess Redemption Rights, they would waive such rights in the event that the Business Combination is consummated; and

•        IRHO would disclose in a Current Report on Form 8-K, before the extraordinary general meeting, the following material items:

•        the amount of our securities purchased outside of the redemption offer by the Sponsor, or our or its respective directors, officers, advisors or affiliates, along with the purchase price;

•        the purpose of the purchases by the Sponsor, or our or its respective directors, officers, advisors or affiliates;

•        the impact, if any, of the purchases by the Sponsor or our or its respective directors, officers, advisors or affiliates on the likelihood that the Business Combination transaction will be approved;

•        the identities of our security holders who sold to our Sponsor or our or its respective directors, officers, advisors or affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor or our or its respective directors, officers, advisors or affiliates; and

•        the number of IRHO Ordinary Shares for which IRHO has received redemption requests pursuant to the redemption offer.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price per unit in IRHO’s IPO).

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we have not completed our business combination within the required time period, or upon the exercise of a Redemption Right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share, due to reductions in value of the trust assets, less taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we complete the Business Combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the Business Combination. As a result, in order to protect our directors and officers, Electra Pubco may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate the Business Combination on terms favorable to our investors.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, IRHO files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. In addition, the IRHO Board may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the Trust Account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying Public Shareholders from the Trust Account prior to addressing

the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,293 and to imprisonment for five years in the Cayman Islands.

We are currently an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. As a result, our shareholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Once we lose our “emerging growth company” and “smaller reporting company” status, we will no longer be able to take advantage of certain exemptions from reporting, and we will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of IRHO’s IPO, (b) in which we have total annual gross revenue of at least $1.23 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

There is a risk that the new 1% U.S. federal excise tax may be imposed on us in connection with redemptions of our shares.

The Code imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions) of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations). The excise tax will apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. Although guidance and regulations issued by the U.S. Department of the Treasury (the “Treasury”) clarify certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change. Because we will be a Delaware corporation as a result of the Domestication and because our securities trade on Nasdaq, we would be a “covered corporation” within the meaning of the Code. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our Public Shares after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available. Generally, issuances of securities by us in connection with our initial Business Combination transaction (including any PIPE transaction at the time of our initial Business Combination), as well as any other issuances of securities not in connection with our initial Business Combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year. In addition, any Excise Tax would be payable by us, and not by the redeeming holder. Further, based on recently issued interim guidance from the IRS and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of our liquidation.

IRHO may be or may have been a PFIC during the holding period of a U.S. Holder of IRHO Ordinary Shares.

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. The determination of whether IRHO will be treated as a PFIC for the taxable year that includes the Business Combination will depend on a number of factors, including the timing of the Business Combination and the amount of cash held by IRHO and its subsidiaries at the time of the Business Combination, among others.

If IRHO is a PFIC or has been a PFIC during the holding period of a U.S. holder of IRHO Ordinary Shares, such U.S. holder of IRHO Ordinary Shares may be subject to certain adverse U.S. federal income tax consequences as a result of the Domestication. There is no assurance that IRHO is not currently or has not been a PFIC during the holding period of a U.S. holder of IRHO Ordinary Shares. If IRHO has been a PFIC for any taxable year during the holding period of a U.S. holder of IRHO Ordinary Shares (and a U.S. holder of IRHO Ordinary Shares has not made certain elections with respect to its IRHO Ordinary Shares), such U.S. holder of IRHO Ordinary Shares may recognize gain (but not loss if the Domestication qualifies as a “reorganization” within the meaning of Section 368(a) of the Code) upon the exchange of IRHO Ordinary Shares and IRHO Rights for Parent Class A Common Shares and Parent Rights, as applicable, pursuant to the Domestication.

Whether IRHO is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Nonetheless, based on the current composition of IRHO’s income and assets, if the Domestication occurs as contemplated in this proxy statement/prospectus, causing IRHO’s current taxable year to end at such time for U.S. federal income tax purposes, IRHO believes that it will likely be a PFIC for the current taxable year.

However, there can be no assurance that IRHO will be treated as a PFIC in the taxable year that includes the Business Combination or any other taxable year. Moreover, the application of the PFIC rules are subject to uncertainty in several respects, and there can be no assurance that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS. Please see “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations” for a more detailed discussion with respect to IRHO’s potential PFIC status and certain tax implications thereof.

Future sales of substantial amounts of our securities in the public market (including the Electra Pubco Common Stock issuable upon conversion of Electra Pubco Rights), or the perception that such sales may occur, could cause Electra Pubco’s share price to decline.

Future sales of substantial amounts of our securities in the public market (including the Electra Pubco Common Stock issuable upon conversion of Electra Pubco Rights), or the perception that such sales may occur, could cause Electra Pubco’s share price to decline. Also as previously disclosed, the Sponsor paid the nominal price of $0.005 per share for the Founder Shares. Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of IRHO Ordinary Shares as of the Record Date, which was $[•] per share, and the $10.00 per unit price paid in IRHO’s IPO, the holders of the Founder Shares may earn a positive rate of return on their investment even if other holders of IRHO Ordinary Shares experience a negative rate of return. As a result, the holders of the Founder Shares may be incentivized to sell such securities when others are not.

The underwriters of the IPO were to be compensated in part on a deferred basis for already-rendered services in connection with IRHO’s IPO. However, Cantor gratuitously waived such compensation. Cantor and BRS had no role in this Business Combination and do not have any responsibility for this proxy statement/prospectus.

Cantor was the lead underwriter in the IRHO IPO. Pursuant to the Underwriting Agreement, Cantor was entitled to deferred compensation in the aggregate amount of $10,950,000 as consideration for services rendered to IRHO in connection with the IPO, which was to become payable upon consummation of a business combination transaction. IRHO and Cantor are discussing the payment of the deferred compensation solely with respect to the Business Combination, however there can be no assurance that part or all of the deferred compensation will be waived. Accordingly, Cantor may receive any portion of the $10,950,000 deferred underwriting fee.

In addition, with respect to the Business Combination, IRHO continues to have customary obligations under certain provisions of the Underwriting Agreement. These provisions include the relevant clauses of the underwriters’ standard terms and conditions, including IRHO’s obligation to (i) indemnify and hold harmless each of the underwriters, the directors, officers, employees, affiliates and agents of each underwriter, and each person, if any, who controls any of the underwriters or any affiliate within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the securities sold in the IPO as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication, or in any amendment thereof or supplement thereto (each as defined in the Underwriting Agreement), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that IRHO will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to IRHO by or on behalf of any underwriter through Cantor specifically for inclusion therein.

Further, the Underwriting Agreement contains a contribution provision in the event the indemnification obligations described above are unavailable or otherwise prohibited by law. The contribution obligations of the underwriters under the Underwriting Agreement are limited to the total underwriting discounts and commissions paid, in the aggregate, by IRHO to the underwriters upon the consummation of IRHO’s IPO, and the underwriters otherwise have no further contribution liability under the Underwriting Agreement because Cantor waived its Rights to any deferred underwriting discounts. Therefore, in contrast to other transactions where the underwriters did not waive Rights to fees or deferred underwriting discounts, as the case may be, the potential financial liability of IRHO with respect to an indemnified loss where such indemnification is otherwise unavailable to the indemnified party may be higher under the respective agreements than it would have been had Cantor not refused to serve and waived their Rights to any fees or deferred underwriting discounts.

There is no dispute among IRHO and Cantor with respect to Cantor’s role as underwriter of IRHO’s IPO. The services of Cantor as underwriter in the IPO were complete. Cantor had no role in connection with this Business Combination. Cantor waived its entitlement to the deferred fees at the request of IRHO. Accordingly, IRHO does not believe that the waiver of fees will impact the consummation of the Business Combination, other than by reducing transaction expenses payable at the Closing. Cantor have not been involved in the preparation of any disclosure that is included in this proxy statement/prospectus, or any business analysis underlying such disclosure, and IRHO Shareholders do not have the benefit of any such involvement. IRHO Shareholders should not place any reliance on the fact that Cantor were involved with IRHO’s IPO.

There are risks to IRHO shareholders who are not affiliates of the Sponsor of becoming stockholders of Electra Pubco through the Business Combination rather than acquiring securities of Electra Pubco directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of securities in connection therewith, investors will not receive the benefit of an outside independent review of Electra Pubco’s, Electra’s and IRHO’s respective finances and operations typically performed in an initial public securities offering. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (FINRA) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for material misstatements or omissions in a registration statement filed with the SEC in connection with the public offering. As no such review has been or will be conducted in connection with the Business Combination, IRHO shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an underwriter in a public securities offering.

In addition, the Insiders have interests in the Business Combination that may be different from, or in addition to, the interests of IRHO shareholders generally. Such interests may have influenced IRHO’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “Risk Factors — Since the Sponsor and IRHO’s directors and officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Electra is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our business combination is not completed.”

The process of taking a company public by means of a business combination with a special purpose acquisition company (a “SPAC”) is different from taking a company public through an underwritten public offering and may create risks for unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations. Going public via a business combination with a SPAC does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary in an underwritten offering.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, other investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the merger agreement and the closing of the transaction. In addition, underwritten public offerings

are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

If IRHO’s due diligence investigation of Electra was inadequate, then IRHO shareholders following the consummation of the Business Combination could lose some or all of their investment.

Even though IRHO and its legal advisors conducted a due diligence investigation of Electra, it cannot be sure that this due diligence uncovered all material issues that may be present in Electra and its business and operations, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Electra and its business and operations and outside of its control will not later arise.

During the pendency of the Business Combination, IRHO will not be able to enter into an agreement with another party because of restrictions in the Merger Agreement. If the Proposed Transaction is not completed, those restrictions may make it harder for IRHO to complete an alternate business combination before its liquidation date.

While the Merger Agreement is in effect, neither IRHO nor Electra may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to their respective shareholders than the Proposed Transaction. In addition, if the Business Combination is not completed, these provisions will make it more difficult for IRHO to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect.

IRHO shareholders may not know prior to the redemption deadline or prior to the extraordinary general meeting whether IRHO will have satisfied the Minimum Cash Condition.

IRHO has entered into Non-Redemption Agreements with respect to an aggregate of $7 million of public shares, and expects such Non-Redemption Agreements will satisfy the Minimum Cash Condition. However, we cannot assure you of this. If IRHO receives valid redemption requests from holders of Public Shares prior to the redemption deadline, IRHO may, at its sole discretion, following the redemption deadline and until the Closing Date, seek and permit withdrawals by one or more of such holders of their redemption requests. IRHO may select which holders to seek such withdrawals of redemption requests from based on any factors IRHO may deem relevant and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where IRHO otherwise would not satisfy the Minimum Cash Condition. This process could take a number of days and there may be a period of time after the extraordinary general meeting and before the Closing when shareholders do not know how much cash Electra Pubco will have upon the closing or whether IRHO has satisfied the Minimum Cash Condition. Accordingly, Public Shareholders may be required to make redemption and voting decisions without knowing whether we will satisfy all of the conditions to closing the Business Combination.

There is no guarantee that a Public Shareholder’s decision to redeem its Public Shares will put the shareholder in a better future economic position.

IRHO can give no assurance as to the price at which a shareholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative initial business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in IRHO’s share price and may result in a lower value realized now than a stockholder of IRHO might realize in the future had the stockholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the Electra Pubco Common Stock after the consummation of the Business Combination and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If Public Shareholders fail to properly demand redemption, they will not be entitled to have their Public Shares redeemed for a pro rata portion of the Trust Account.

IRHO’s Public Stockholders may demand that IRHO redeem their Public Shares for their respective pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest will be net of taxes payable). Public Shareholders who seek to exercise this Redemption Right must (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested and (b) deliver their Public Shares (either physically or electronically through DTC) to IRHO’s transfer agent two business days prior to the scheduled date of the extraordinary general meeting. Any Public Shareholder who fails to properly deliver their Public Shares will not be entitled to have his or her shares redeemed. See the section of this proxy statement/prospectus entitled “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to have your Public Shares redeemed for cash.

If you or a “group” of shareholders of which you are a part are deemed to hold 15% or more of the Public Shares, you will lose the ability to redeem your Public Shares.

A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, of 15% or more of the Public Shares, which we refer to as “Excess Shares.” In order to determine whether a shareholder is acting in concert or as a group with another shareholder, IRHO will require each Public Shareholder seeking to exercise Redemption Rights to certify to IRHO whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to IRHO at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which IRHO makes the above-referenced determination. Your inability to redeem any Excess Shares will reduce your influence over IRHO’s ability to consummate the Business Combination and you could suffer a material loss on your investment in IRHO if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if IRHO consummates the Business Combination. As a result, in order to dispose of such shares, you would be required to sell your shares in open market transactions, potentially at a loss. Notwithstanding the foregoing, shareholders may challenge IRHO’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

IRHO may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on IRHO’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, or from being completed within the expected timeframe, which may adversely affect IRHO’s and Electra’s respective businesses, financial condition and results of operation.

IRHO’s management has identified material weaknesses in IRHO’s internal control over financial reporting. If IRHO is unable to develop and maintain an effective system of internal control over financial reporting, IRHO may not be able to accurately report IRHO’s financial results in a timely manner, which may adversely affect investor confidence in IRHO and materially and adversely affect IRHO’s business and operating results.

IRHO’s management has identified material weaknesses in IRHO’s internal controls over financial reporting relating to IRHO’s accounting for complex financial instruments and accruals. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

Effective internal controls are necessary for IRHO to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If IRHO is unable to develop and maintain an effective system

of internal control over financial reporting, IRHO may not be able to accurately report IRHO’s financial results in a timely manner, which may adversely affect investor confidence in u IRHO and materially and adversely affect IRHO’s business and operating results. If IRHO identifies any new material weaknesses in the future, any such newly identified material weakness could limit IRHO’s ability to prevent or detect a misstatement of IRHO’s accounts or disclosures that could result in a material misstatement of IRHO’s annual or interim financial statements. In such case, IRHO may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in IRHO’s financial reporting and adversely affect IRHO’s business and operating results. IRHO cannot assure you that the measures IRHO has taken to date, or any measures IRHO may take in the future, will be sufficient to avoid potential future material weaknesses.

Risks Related to the Consummation of the Domestication

The Domestication may result in adverse tax consequences for holders of IRHO Ordinary Shares and IRHO Rights, including holders exercising their Redemption Rights with respect to the Public Shares.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations,” including the application of the PFIC rules and Section 367(b) of the Code, the Domestication is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and, if so treated, a U.S. holder (as defined below) would not recognize gain or loss on the exchange of IRHO Ordinary Shares or IRHO Rights for Parent Class A Common Shares or Parent Rights, as applicable, pursuant to the Domestication. If the Domestication qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of IRHO Ordinary Shares or IRHO Rights may still recognize gain (but not loss) or be required to include the “all earnings and profits amount” upon the exchange of its IRHO Ordinary Shares or IRHO Rights for Parent Class A Common Shares or Parent Rights, as applicable, pursuant to the Domestication under Section 367(b) of the Code.

Alternatively, if the Domestication does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a U.S. holder that exchanges its IRHO Ordinary Shares and IRHO Rights for the consideration pursuant to the Domestication generally will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the Parent Class A Common Shares and Parent Rights received and (ii) the U.S. holder’s adjusted tax basis in the IRHO Ordinary Shares and IRHO Rights exchanged therefor, as applicable.

Additionally, the Domestication may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations”) of IRHO Ordinary Shares to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s Parent Class A Common Shares after the Domestication.

Because the Domestication will occur immediately prior to the redemptions of holders that exercise Redemption Rights with respect to Public Shares, holders exercising Redemption Rights would still be subject to the potential tax consequences of the Domestication, and for U.S. holders, the determination of whether a U.S. holder is a 10% U.S. Shareholder or is otherwise subject to Section 367 of the Code would be determined as if the Redemptions had not yet occurred at the time of the Domestication. Holders should consult their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of Redemption Rights.

The tax consequences of the Domestication are complex and will depend on the particular circumstances of a holder of IRHO Ordinary Shares or IRHO Rights. All holders of IRHO Ordinary Shares and IRHO Rights are strongly urged to consult their tax advisors for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For additional information, see “Material U.S. Federal Income Tax Considerations.”

Upon consummation of the Business Combination, the rights of holders of Electra Pubco Common Stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of IRHO Ordinary Shares arising under the Companies Act as well as our Cayman Constitutional Documents.

Upon consummation of the Business Combination, the rights of holders of Electra Pubco Common Stock will arise under the Proposed Organizational Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in our Cayman Constitutional Documents and the Companies Act and, therefore, some rights of holders of Electra Pubco Common Stock could differ from the rights that holders of IRHO Ordinary Shares currently possess. For instance, while class actions are generally not available to

shareholders under Companies Act, such actions are generally available under the DGCL. This change could increase the likelihood that Electra Pubco becomes involved in costly litigation, which could have a material adverse effect on Electra Pubco.

In addition, there are differences between the new organizational documents of Electra Pubco and the current constitutional documents of IRHO. For a more detailed description of the Rights of holders of Electra Pubco Common Stock and how they may differ from the Rights of holders of IRHO Ordinary Shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Charter and the Proposed Bylaws of Electra Pubco are attached as Annex B-1 and Annex B-2, respectively, to this proxy statement/prospectus and we urge you to read them.

Delaware law and Electra Pubco’s Proposed Organizational Documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Organizational Documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of Electra Pubco’s common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Electra Pubco Board or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

•        the ability of the Electra Pubco Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        the Electra Pubco Proposed Charter will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        the limitation of the liability of, and the indemnification of, Electra Pubco’s directors and officers;

•        the ability of the Electra Pubco Board to amend the Proposed Bylaws, which may allow the Electra Pubco Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Proposed Bylaws to facilitate an unsolicited takeover attempt; and

•        advance notice procedures with which stockholders must comply to nominate candidates to the Electra Pubco Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Electra Pubco Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Electra Pubco.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Electra Pubco Board or management.

The provisions of the Proposed Charter requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Electra Pubco’s Proposed Charter provides that, to the fullest extent permitted by law, and unless Electra Pubco consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on Electra Pubco’s behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of Electra Pubco to Electra Pubco or Electra Pubco’s

stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or Electra Pubco’s Proposed Bylaws or Electra Pubco’s Proposed Charter (as each may be amended from time to time), (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action, suit or proceeding asserting a claim against Electra Pubco or any current or former director, officer or stockholder governed by the internal affairs doctrine.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such Securities Act claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Charter will also provide that, unless Electra Pubco consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Proposed Charter will provide that the exclusive forum provision will not apply to suits brought to enforce any cause of action arising under the Securities Act, any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

These provisions may have the effect of discouraging lawsuits against Electra Pubco’s directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against Electra Pubco, a court could find the choice of forum provisions contained in the Proposed Charter to be inapplicable or unenforceable in such action.

Electra Pubco will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Electra Pubco will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Following the Business Combination (assuming maximum redemptions), Fabrizio Martini, Electra’s co-founder and Chief Executive Officer, will beneficially own (including shares underlying Converted Stock Options) approximately ____% of the combined voting power for the election of directors to the Electra Pubco Board, and, as a result, Electra Pubco will be considered a “controlled company” for the purposes of Nasdaq listing rules. As such, Electra Pubco will qualify for, and may rely on, exemptions from certain corporate governance requirements, including that a majority of the Electra Pubco consist of “independent directors,” as defined under Nasdaq listing rules. In addition, Electra Pubco will not be required to have a nominating and corporate governance committee or compensation committee that is composed entirely of independent directors with written charters addressing the committees’ purposes and responsibilities and an annual performance evaluation of these committees.

If at any time Electra Pubco ceases to be a “controlled company” under Nasdaq listing rules, the Electra Pubco Board intends to take any action that may be necessary to comply with Nasdaq listing rules, subject to a permitted “phase-in” period. These and any other actions necessary to achieve compliance with such rules may increase Electra Pubco’s legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on Electra Pubco’s personnel, systems and resources.

Risks if the Domestication and the Business Combination are not Consummated

If we are not able to complete the Business Combination with Electra by December 18, 2027 nor able to complete another business combination by such date, in each case, as such date may be further extended pursuant to the Cayman Constitutional Documents, we would cease all operations except for the purpose of winding up and we would redeem our Ordinary Shares and liquidate the Trust Account, in which case our Public Shareholders may only receive approximately $10.00 per share and our rights will be worthless.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If IRHO is not able to complete the Business Combination with Electra by December 18, 2027, nor able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents IRHO will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of IRHO’s remaining shareholders and the IRHO Board, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such case, our Public Shareholders may only receive approximately $10.00 per share and our rights will be worthless.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares and/or Public Rights, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of (1) our completion of an initial business combination (including the Closing), and then only in connection with those Public Shares that such Public Shareholder properly elected to redeem, subject to certain limitations; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents to (A) modify the substance and timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Public Shares if we do not complete a business combination by December 18, 2027 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the Public Shares if we have not completed an initial business combination by December 18, 2027 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of Public Rights will not have any right to the proceeds held in the Trust Account with respect to the Public Rights. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares and/or Public Rights, potentially at a loss.

If we have not completed our initial business combination, our Public Shareholders may be forced to wait until after December 18, 2027 before redemption from the Trust Account.

If we have not completed our initial business combination by December 18, 2027 (or if such date is further extended at a duly called extraordinary general meeting, such later date), we will distribute the aggregate amount then on deposit in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), pro rata to our Public Shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of Public Shareholders from the Trust Account will be affected automatically by function of the Cayman Constitutional Documents prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond December 18, 2027 (or if such date is further extended at a duly called extraordinary general meeting, such later date), before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. We have no obligation to return funds to investors prior to the

date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our Cayman Constitutional Documents and only then in cases where investors have properly sought to redeem their Public Shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend certain provisions of our Cayman Constitutional Documents prior thereto.

If the net proceeds of IRHO’s IPO not being held in the Trust Account are insufficient to allow us to operate through to December 18, 2027 (or if such date is further extended at a duly called extraordinary general meeting, such later date) and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our Public Shareholders may only receive $10.00 per share, and our rights will be worthless.

As of December 31, 2025, IRHO had cash of $__________ held outside the Trust Account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of December 31, 2025, IRHO had total current liabilities of $____________.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate until December 18, 2027 (or if such date is further extended at a duly called extraordinary general meeting, such later date), assuming that our initial business combination is not completed during that time. Of the funds available to us, we could use a portion of the funds available to us to consummate the Business Combination with Electra, or, if the Merger Agreement is terminated, to pay fees to consultants to assist us with our search for another target business. In such event, we could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital, we would need to borrow funds from our Sponsor, members of our management team or other third parties to operate or may be forced to liquidate. Neither the members of our management team nor any of their affiliates is under any further obligation to advance funds to IRHO in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our Public Shareholders may only receive approximately $10.00 per share on our redemption of the Public Shares and the Public Rights will expire worthless.

IRHO’s independent registered public accounting firm’s report for the year ended November 30, 2025 and period ended December 31, 2025 contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

As of December 31, 2025, IRHO had approximately $______ in cash and may not have sufficient liquidity to fund its working capital needs. Further, IRHO has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, including the Business Combination. IRHO cannot assure you that its plans to raise capital or to consummate an initial business combination, including the Business Combination, will be successful. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern.

Extraordinary General Meeting of IRHO

General

IRHO is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the IRHO Board for use at the extraordinary general meeting to be held virtually at [•], Eastern Time, on [•], and at any adjournment or postponement thereof. This proxy statement/prospectus provides IRHO shareholders with information they need to know to be able to vote or direct their vote to be cast at the extraordinary general meeting.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held virtually at [•], Eastern Time, on [•] and will be a virtual meeting conducted via live webcast at [•]. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of Loeb & Loeb LLP at 345 Park Avenue, New York, New York 10154.

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, IRHO is asking holders of IRHO Ordinary Shares to consider and vote upon:

•        A copy of the Merger Agreement and the Amendment to Merger Agreement, dated as of May 14, 2026, are attached to this proxy statement/prospectus as Annex A-1 and Annex-2;

•        the Domestication Proposal.    The Proposed Charter is attached to this proxy statement/prospectus as Annex B-1;

•        the Stock Issuance Proposal;

•        the Organizational Documents Proposal.    The Proposed Charter and the Proposed Bylaws are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively;

•        the Advisory Organizational Documents Proposals;

•        the Electra Pubco Equity Incentive Plan Proposal.    A copy of the Electra Pubco Equity Incentive Plan is attached to this proxy statement/prospectus as Annex C; and

•        the Adjournment Proposal.

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal and the Advisory Organizational Documents Proposals are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of the IRHO Board

The IRHO Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interests of IRHO’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Electra Pubco Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

IRHO shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned IRHO Ordinary Shares at the close of business on [•], which is the “Record Date” for the extraordinary general meeting. Shareholders will have one vote for each IRHO Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. IRHO Rights do not have voting Rights. As of the close of business on the Record Date, there were 29,320,000 IRHO Ordinary Shares issued and outstanding, of which 6,320,000 are not Public Shares held by Insiders and Initial Shareholders.

The Insiders have agreed to, among other things, vote in favor of the Proposed Transaction. The Sponsor, which includes among its members each of the directors and officers of IRHO, owns 3,230,000 Founder Shares, and 370,000 Private Placement Units, and Cantor owns 200,000 Privat Placement Units. As a result, as of the date of this proxy statement/prospectus, the Insiders and Initial Shareholders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares.

Quorum

A quorum of IRHO shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding IRHO Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, 8,796,000 IRHO Ordinary Shares would be required to achieve a quorum. Because the Sponsor has the right to vote 6,120,000 IRHO Ordinary Shares, the presence at the extraordinary general meeting of holders of 2,676,000 IRHO Ordinary Shares will be needed to establish a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to IRHO but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. IRHO believes all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The Business Combination Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Business Combination Proposal will have no effect, even if approved by holders of IRHO Ordinary Shares.

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The Domestication Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Domestication Proposal will have no effect.

The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The Stock Issuance Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of IRHO Ordinary Shares.

The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The Organizational Documents Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of IRHO Ordinary Shares.

The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The Advisory Organizational Documents Proposals are not conditioned upon any other proposal.

The approval of the Electra Pubco Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The Electra Pubco Equity Incentive Plan Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Electra Pubco Equity Incentive Plan Proposal will have no effect, even if approved by holders of IRHO Ordinary Shares.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. The Adjournment Proposal is not conditioned upon any other proposal.

The Sponsor, which includes among its members each of the directors and officers of IRHO, owns 3,230,000 Founder Shares, and 370,000 Private Placement Units. As a result, as of the date of this proxy statement/prospectus, the Insiders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares. Accordingly, we would only need 13,236,440 IRHO Ordinary Shares (or 45%) to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Electra Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

Voting Your Shares

Each IRHO Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of IRHO Ordinary Shares that you own.

If you are a record owner of your shares, there are two ways to vote your IRHO Ordinary Shares at the extraordinary general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.

If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by IRHO’s board “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Document Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Electra Pubco Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

You Can Attend the Extraordinary General Meeting and Vote in Person.

•        If your shares are registered in your name with the Transfer Agent and you wish to attend the extraordinary general meeting, go to [•], enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their Public Shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to [email protected]. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting. Beneficial shareholders should contact the Transfer Agent Company at least five business days prior to the extraordinary general meeting date in order to ensure access.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person or online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way IRHO can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a IRHO shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Bill Caragol, Chief Financial Officer of IRHO, in writing before the extraordinary general meeting that you have revoked your proxy; or

•        you may attend the extraordinary general meeting, revoke your proxy, and vote, as indicated above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your IRHO Ordinary Shares, you may call ____________, our proxy solicitor, by email at IRHO_____. Individuals may also call _____________; banks and brokers can call _____.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a Public Shareholder may request that IRHO redeem all or a portion of its Public Shares for cash if the Proposed Transaction is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

•        (a) hold Public Shares or (b) hold Public Shares through IRHO Units and elect to separate your IRHO Units into the underlying Public Shares and Public Rights prior to exercising your Redemption Rights with respect to the Public Shares;

•        submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that IRHO redeem all or a portion of your Public Shares for cash; and

•        tender or deliver the certificates for your Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Therefore, the election to exercise Redemption Rights occurs prior to the Domestication, but the Redemption might be with respect to the Electra Pubco Common Stock that an electing Public Shareholder holds after the Domestication. For the purposes of the Cayman Constitutional Documents, the exercise of Redemption Rights will be treated as an election to have such Public Shares redeemed for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” will be interpreted accordingly. Immediately following the Domestication and the consummation of the Proposed Transaction, Electra Pubco will satisfy the exercise of Redemption Rights by redeeming the corresponding Electra Pubco Common Stock issued to the Public Shareholders that validly exercised their Redemption Rights.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. Holders of IRHO Units must elect to separate Units held by them into the underlying Public Shares and Public Rights prior to exercising their Redemption Rights with respect to the Public Shares. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its Redemption Rights to redeem all or a portion of the Public Shares that it holds and timely tenders or delivers the certificates for its shares (if any) along with the Redemption forms to the Transfer Agent, IRHO will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the funds held the Trust Account that are available for distribution to Public Shareholders, calculated as of two business days prior to the consummation of the Proposed Transaction. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. If a Public Shareholder exercises its Redemption Rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or tendered or delivered electronically. Public Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. In the event the Proposed Transaction is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

A IRHO shareholder may withdraw a request for Redemption until the redemption deadline and, following this deadline, with IRHO’s consent up until the Closing. Furthermore, if a holder of a Public Share tenders or delivers its share certificates (if any) along with the Redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that IRHO permit the withdrawal of the Redemption request and instruct the Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the holder’s Public Shares have been tendered or delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the scheduled vote at the extraordinary general meeting.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without IRHO’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without IRHO’s prior consent.

The closing price of Public Shares on ______, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, was $_____. As of the Record Date, funds in the Trust Account totaled $[•] and were held in an interest-bearing bank deposit account.

Prior to exercising Redemption Rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their Redemption Rights if the market price per share is higher than the Redemption Price. IRHO cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.

Appraisal Rights and Dissenters’ Rights

Neither IRHO’s shareholders nor IRHO’s warrant holders have appraisal or dissenters’ rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law or the DGCL. IRHO’s shareholders do not have dissenters’ rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law.

Proxy Solicitation

IRHO is soliciting proxies on behalf of the IRHO Board. This solicitation is being made by mail but also may be made by telephone or in person. IRHO and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. IRHO will file with the SEC all scripts and other electronic communications as proxy soliciting materials. IRHO will bear the cost of the solicitation.

IRHO has engaged ______________ to assist in the solicitation process and will pay ___________ a fee of $______________, plus disbursements.

IRHO will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. IRHO will reimburse them for their reasonable expenses.

IRHO Shareholders

As of the date of this proxy statement/prospectus, there are 29,320,000 IRHO Ordinary Shares issued and outstanding, which includes 5,750,000 Founder Shares and 570,000 IRHO Ordinary Shares underlying the Private Placement Units held by the Sponsor (in addition to Cantor owning 200,000 Private Placement Units). As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 23,570,000 IRHO Rights, which includes the 370,000 Private Placement Rights held by the Sponsor, 200,000 Private Placement Rights held by Cantor and the 23,000,000 Public Rights.

At any time at or prior to the Proposed Transaction, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, the existing equity holders of Electra or IRHO or our or their respective directors, officers, advisors or respective affiliates may (a) purchase Public Shares from institutional and other investors who elect to redeem, or indicate an intention to redeem, Public Shares, (b) execute agreements to purchase such shares from such investors in the future, or (c) enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or not redeem their Public Shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of IRHO Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor, the existing equity holders of Electra or IRHO or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from Public Shareholders, such shares that are purchased by the Sponsor, the Electra Shareholders or our or their respective directors, officers, advisors or respective affiliates would not be voted in favor of the Business Combination Proposal, and the Sponsor, the existing equity holders of Electra or IRHO or our or their respective directors, officers, advisors or respective affiliates would waive their Redemption Rights. In the event that the Sponsor, the existing equity holders of Electra or IRHO or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares.

The purpose of such share purchases and other transactions would be to reduce the number of Public Shares electing to redeem.

Entering into any such arrangements may have a depressive effect on the price of IRHO Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he, she or it owns, either at or prior to the Proposed Transaction). If such transactions are effected, the consequence could be to cause the Proposed Transaction to be consummated in circumstances where such consummation could not otherwise occur.

The Business Combination Proposal

Background of the Business Combination

The Business Combination was the result of a thorough search by IRHO for a potential transaction utilizing the global network, investing and operating experience of its management team and board of directors. The terms of the Business Combination were the result of negotiations between IRHO’s independent directors, management team, and the Sponsor, in consultation with IRHO’s legal advisors and professional service providers, and representatives of Electra, in consultation with their financial and legal advisors. The following is a brief description of the background of these negotiations, the Business Combination and related transactions.

IRHO is a blank check company incorporated in the Cayman Islands on September 12, 2025, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our intention was to capitalize on the substantial deal sourcing, investing and operating expertise of our Sponsor, directors and management team to identify and combine with one or more businesses with high growth potential.

On December 18, 2025, we consummated our IPO of 23,000,000 IRHO Units at an offering price of $10.00 per IRHO Unit, generating gross proceeds to IRHO of $230,000,000, including the exercise in full by the underwriters of an option to purchase up to 3,000,000 Units at the offering price to cover over-allotments. On September 29, 2025, pursuant to an agreement by and between IRHO and the Sponsor, the Sponsor purchased 5,750,000 IRHO Founder Shares for an aggregate purchase price of $32,000. Simultaneously with the closing of the IPO, pursuant to a private placement units purchase agreement, IRHO completed the private sale of an aggregate of 370,000 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, with Cantor purchasing 200,000 Private Placement Units, generating gross proceeds to IRHO of $5,700,000.

As part of the Letter Agreement entered into at the time of IRHO’s IPO, the Insiders agreed to waive their Redemption Rights with respect to all of the Founder Shares in connection with the completion of the Business Combination. The Insiders did not receive any separate consideration paid in connection with providing such waiver.

The prospectus for IRHO’s IPO states that IRHO intended to use the following general criteria and guidelines to evaluate potential acquisition opportunities:

•        Growth Prospects:    companies with high growth trajectories that are driven by competitive advantages that can be accelerated or magnified through a partnership with us and access to the public markets.

•        Earnings Potential:    businesses that have multiple and diverse potential drivers of revenue and earnings growth and that have the potential to generate strong and stable free cash flow.

•        M&E Focus:    entities within our team’s core spheres of expertise and from among our team’s networks, such as family entertainment, animation, gaming, music, and businesses which we believe have benefited from the evolution of media and AI.

•        Public Advantages:    target companies that are public market ready and whose leadership teams have the vision to take advantage of and appreciate the benefits of becoming a publicly-traded entity.

•        Evolving Circumstance:    companies which are capitalizing on industry shifts and trends created by various factors such as the proliferation of AI-based technologies.

•        Valuations:    companies with a respectable market share and growth potential in the segments in which they operate.

Following the IPO, IRHO’s management team began actively searching for potential business combination targets. Commencing in January, 2026, weekly meetings via video teleconference were held among members of IRHO’s management team and the IRHO Board to discuss matters relating to IRHO’s initial business combination. Such meetings were intended to allow IRHO’s executive management team to discuss updates regarding the status of the evaluation of, and outreach to, potential business combination targets. As described below, IRHO’s executive management team actively pursued several potential business combination targets, conducting preliminary due diligence on, having management meetings with and negotiating terms of potential transactions with such potential business combination targets.

Post-completion of its IPO, IRHO’s executive management team considered numerous potential target businesses with the objective of consummating its initial business combination. IRHO contacted, and was contacted by, numerous individuals and entities with respect to business combination opportunities, including financial advisors and companies in diverse sectors.

IRHO’ executive management team considered approximately forty three (43) potential business combination targets across a broad range of sectors including media, entertainment, technology, AI, energy, music, fashion, and more and entered into non-disclosure agreements (“NDAs”) with eight (8) potential candidates. These potential business combination targets focused on sectors where the management team had experience and were viewed as attractive to current and potential shareholders. The targets were growth stage, both pre revenue and revenue generating. Management generally disqualified pre revenue companies believing that most were too early for public markets and posed a far higher risk as were still in a validating phase of their development. While the targets spanned a broad geographic scope, including South American, European and Asian targets, the majority were U.S. based companies. The targets that the management team pursued had several common characteristics including proprietary technology, strong management teams, and synergies with management’s expertise.

Of the eight NDA’s that were signed, IRHO sent letters of intent (“LOIs”) to two (2) potential targets from early February to early March 2026, including Electra, and ultimately signed an LOI with Electra. Without foreclosing the possibility of a future business combination with any of these potential targets, IRHO did not pursue further a potential transaction with the other potential business combination targets to which it sent an LOI, other than Electra.

In general, any potential target that IRHO determined not to pursue was due to one or more of the following reasons (i) the target was pursuing an alternative transaction or strategy, (ii) the target did not have realistic valuation expectations, (iii) IRHO determined that the amount of capital the target required to successfully complete a business combination would not be possible to raise without undue effort, (iv) IRHO determined that the potential target’s business would not be a suitable business combination for IRHO based on, among other factors, initial due diligence indicating that the potential target’s business did not meet the investment criteria IRHO had established and the terms on which the potential targets would be willing to consider a potential transaction or (v) IRHO concluded that, although the potential target’s business may be an attractive business combination opportunity for IRHO, a business combination transaction with Electra aligned more closely with IRHO’s investment criteria as further described elsewhere in this proxy statement/prospectus. During the course of this process, the management team of IRHO kept the members of the IRHO Board apprised of the various target businesses, the discussions with such businesses during periods when exclusivity restrictions had lapsed, and the status thereof to discuss material issues as they arose.

In early January 2026, IRHO began discussions with a potential target company in the music industry which had revenue generating properties, which we refer to as Company A. The parties were introduced through the SPAC’s CEO who had a relationship with chief operators of Company A. The SPAC conducted in-depth management meetings, due diligence and site visits; however, Company A’s capital plan required a significant amount of capital to be raised for asset acquisitions and operational viability post business combination. The amount of capital added both transactional risk as well as long term operational risk for the Company. Due to information obtained during due diligence and the risks identified, management decided not to pursue the Company A opportunity.

In late January 2026, the SPAC began discussions and entered into an NDA with a potential target company in the AI industry which had a compelling technology under development at the pre-revenue stage, which we refer to as Company B. The parties were introduced through the SPAC’s CFO via a mutual contact with the founders of Company B. The SPAC conducted in-depth management meetings along with financial and industry due diligence on Company B. Company B’s capital plan required a significant amount of capital to be raised and carried operational risk in achieving its growth trajectories. This amount of capital also added transactional risk in addition to the long term operational risk for this business. The Board and management ultimately decided to end business combination discussions due to the complexities of Company B’s capital needs, including disagreements surrounding strategy.

In late January/early February 2026, the SPAC began discussions and entered into an NDA with a target company in the technology space with a focus on food delivery which we refer to as Company C, which was in the growth stage with a clear path to profitability. The SPAC was introduced to Company C through Cantor. The SPAC and Company C entered into an NDA on January 23, 2026, and the SPAC and its advisors began to conduct extensive due diligence on Company C. The SPAC conducted in-depth management and strategy meetings along with financial and industry due

diligence on Company C. Discussions ultimately failed following the SPAC and Company C disagreeing on valuation as reflected in an LOI that was sent to Company C on February 6, 2026. All discussions terminated on February 12, 2026 without either party having signed the LOI.

IRHO’s Reasons for Selecting Electra

In February 2026, after reviewing multiple potential targets IRHO’s management and the IRHO Board determined to proceed with Electra because Electra provided IRHO with the most attractive potential business combination for the following primary reasons: (1)Electra’s position in a large technology consumer market, with an experienced management team; (2) the belief that Electra has the ability to grow sustainably and gain broader market share in globally post-combination; (3) Electra’s ability to leverage its success with existing customers to expand its customer basis into new technologies; (4) Electra’s potential to grow organically through innate improvements in its own AI network; and (5) the potential benefit to Electra from the capabilities of the Sponsor and its affiliates and the SPAC’s management team to help Electra position itself as a compelling investment opportunity in U.S. capital markets. Electra is an AI-driven B2B software company focused on accelerating the global transition to electrification by developing technology designed to unlock the full potential of battery systems. Electra provides an “AI Brain for Batteries” platform — a unified intelligence layer that enables battery systems to be monitored, optimized, and controlled across their full lifecycle. By combining AI and physics-informed battery modeling, Electra’s platform is designed to transform batteries from passive hardware into intelligent, adaptive, and increasingly autonomous assets. Electra provides battery intelligence solutions across major battery-powered sectors, including energy storage (BESS) for data centers, grid and renewables, robotics and humanoid systems, drones, space satellites and e-mobility — helping make electrification safer, more resilient, and more economically productive. Electra has developed what it believes to be one of the most advanced AI-powered platforms for battery management in the world, underpinned by approximately 1.5 billion data points, four million lines of code, over 10,000 parameters, and nine patent families. Electra’s software is currently in pilot phase with several leading companies. For the reasons discussed above, IRHO management and the IRHO Board focused their resources on the diligence of the business of Electra.

Timeline of the Preliminary Negotiations

On February 23, 2026, representatives of IRHO, including, Bill Caragol, IRHO’s Chief Financial Officer, held a virtual conference call with Alessandro Gadotti of Park Avenue Capital, financial advisor to Electra, and Electra’s management team to discuss Electra’s potential fit with IRHO as a business combination target. On the call the parties discussed signing an NDA and scheduling a follow-up call to share more detailed information. The NDA was signed on February 24, 2026, and on February 27, 2026, a virtual conference call for all parties was scheduled.

On the February 27, 2026 conference call, the following were present: Jose Antonio Bengochea, CEO of IRHO; Bill Caragol, CFO of IRHO; Daniel Becker, Independent Director of IRHO; plus the full management team of Electra, as well as Electra’s advisors Park Avenue Capital and Roth. On the call the parties discussed the merits of a potential business combination and Electra gave IRHO its company presentation. On the call, IRHO asked detailed questions regarding the business, customers, and market.

Between February 27, 2026 and March 2, 2026, the SPAC and the Electra team had several virtual meetings to discuss Target’s business, growth strategy, management team, competition and revenue/business model streams. These discussions included a valuation framework, due diligence questions that might arise, current and future business plans, current and post transaction financing needs and structural and procedural items related to the merger process. During this period, representatives of SPAC and Electra discussed various aspects of a potential business combination, including, among other things, valuation, process considerations applicable to transactions with special purpose acquisition companies (for example, with respect to required approvals, typical due diligence process and investor outreach), public company readiness and related topics, Electra’s capital structure, financing options, and the de-SPAC transaction structure. During this time period management reviewed the Company’s business plan and began due diligence on the assumptions underlying Electra’s business plan.

After discussions with its management team, Board of Directors, and legal advisors, the SPAC ultimately determined to pursue a business combination with Electra due to, among other things, (1) Electra’s position in a large consumer market, with an experienced management team; (2) the belief that Electra has the ability to grow sustainably and gain broader market share post-combination; (3) Electra’s ability to leverage its technological expertise to expand organically through new customer acquisition; (5) the potential benefit to Electra from the capabilities of the Sponsor

and its affiliates and SPAC’s management team to help Electra position itself as a compelling investment opportunity in U.S. capital markets; and (6) SPAC management’s and certain of the Sponsor’s affiliates’ familiarity with the Electra streams from traditional resources that could enhance the value of Electra post-transaction.

These discussions led to the SPAC sending the Target a draft Letter of Intent (“LoI”) on March 2, 2026. After sending the LoI, between March 2, 2026 and March 12, 2026, the two parties engaged in discussions over the LoI, These discussions focused primarily on the Target’s valuation and financing needs and included an in-person visit by Mr. Caragol and Mr. Bengochea to the Target’s Boston offices on March 4, 2026. During this in-person session, IRHO asked numerous questions regarding Electra’s business, supply chain, clients, technology, pipeline, risks, financials and employees.

Ultimately, the two parties signed the LoI on March 12, 2026, which included a $250 million equity value for Electra plus an earn-out provision for a potential additional $150 million and a targeted PIPE financing, and a minimum net cash on the balance sheet at closing of $30 million, with a $2 million SPAC expense cap.

The management team also observed the extensive intellectual property portfolio, a large and rapidly growing addressable market and the potential for revenue enhancement via expansion of Electra’s AI systems into new battery-powered devices, such as drones and solar farms, and acquisition of new customers. The SPAC team felt confidence that given the evolving energy landscape, Electra had more than ample opportunities to grow to support the Target valuation.

Immediately following signing the LoI on March 12, 2026, the SPAC was given data room access to begin detailed due diligence. Between March 12, 2026 and the signing of the BCA on April 21, 2026, Messrs. Caragol and Bengochea evaluated Electra’s company presentations and Electra data room materials. Management evaluated each public comparable and performed its own valuation, using its own public comparables universe and laid out what a transaction between Electra and IRHO might look like.

IRHO’s management team and representatives of Electra held a series of recurring weekly meetings via virtual conference call on March 13, March 20, March 27, April 3, April 10, and April 17, 2026. Attendees at these meetings included Mr. Bengochea; Mr. Caragol; Fabrizio Martini, CEO of Electra; Nick Chakalos, COO of Electra; Alessandro Gadotti of Park Avenue Capital, financial advisor to Electra; and representatives of Roth Capital, financial advisors to Electra. These weekly sessions were used to review and discuss potential provisions to be reflected in the Merger Agreement, advance due diligence workstreams, and to address outstanding items in the transaction documentation, including matters related to employment agreements, intellectual property, and technology diligence.

In addition to the virtual meetings, Mr. Bengochea traveled to Electra’s offices in Boston on April 1, 2026 and April 13, 2026 to meet in person with Mr. Martini and Electra’s senior management. These in-person sessions provided an opportunity to discuss key business combination terms directly, review Electra’s facilities and operations, and advance the parties’ working relationship as they approached execution of the Merger Agreement.

Timeline of the Due Diligence Review

Between February 27, 2026 and April 21, 2026, IRHO conducted due diligence on the prospective business combination with Electra, including, but not limited to, financial, technical, business plan, operational, and key management diligence, among other areas.

On March 12, 2026, Messrs. Bengochea and Caragol held a call via virtual conference line with its legal counsel, Loeb & Loeb LLP (“Loeb”) to present the Electra opportunity and to discuss implications of the deal. Loeb conducted legal due diligence on Electra commencing on March 12, 2026.

On March 19, 2026, Messrs. Bengochea and Caragol, on behalf of IRHO and Messrs. Fabrizio Martini and Nick Chakalos, on behalf of Electra, held a technical diligence session with Electra’s leadership covering an in-depth overview of Electra technology, system architecture and deployment scenarios across various customer segments.

Between March 12, 2026, and April 10, 2026, several virtual calls were held to discuss valuation, comparables, customers, and more, and in parallel technical, financial, IP, and other diligence was conducted. Supplemental diligence lists were provided, and diligence continued through the signing of the BCA.

Timeline of Public Announcement & Preparation of the Definitive Documents

On February 24, 2026, IRHO and Electra fully executed the NDA.

On March 13, 2026, Loeb held an all-hands kickoff call with Messrs. Bengochea and Caragol, on behalf of IRHO, and representatives from Latham & Watkins LLP (“Latham”), Electra’s legal counsel, to formally launch the business combination process. On the call, several topics were discussed, including the Electra investor presentation, status of the Electra audit and workstreams.

Between March 13, 2026 and April 19, 2026, IRHO held meetings with the Sponsor and a limited group of investors to discuss the Electra financing opportunity and Roth Capital, LLC (“Roth”), financial advisors to Electra, held meetings with a limited group of PIPE investors to discuss the Electra PIPE opportunity.

On March 20, 2026, Electra and Roth executed a financing engagement letter naming Roth as exclusive placement agent in connection with the PIPE and pre-PIPE financing for a period of six months until September 20, 2026.

On March 27, 2026, Messrs. Bengochea and Caragol, along with Electra, Park Avenue, and Roth, held a virtual conference call to discuss updates, including progress on the financing and PIPE raise.

During March and early April 2026, Electra, IRHO and Roth held targeted meetings with investors discussing the Electra financing opportunity and the Electra PIPE opportunity, during which investors expressed their desire to have a business combination agreement in place and announced prior to considering a PIPE investment.

From mid-March 2026 through April 19, 2026, IRHO and Loeb communicated daily via virtual conference line and email discussing the status of the Merger Agreement, ancillary documents and negotiations between IRHO and Electra. Key business point negotiations between IRHO and Electra included the earnout provision, lockup provisions, Electra’s equity incentive plan and Electra employee compensation, among other items.

On March 27, 2026, Messrs. Bengochea and Caragol, Electra’s management, Latham, Roth and Loeb held a virtual conference call to discuss an update on the Merger Agreement and disclosure schedules.

On April 3, 2026, Messrs. Bengochea and Caragol, Electra’s management, Latham, Roth and Loeb held a virtual conference call to discuss the outstanding business points on the Merger Agreement, including, but not limited to, the earnout, equity incentive compensation and Electra employee compensation increases.

On April 10, 2026, Messrs. Bengochea and Caragol, Electra’s management, Latham, Roth and Loeb held a virtual conference call to discuss the status of the Merger Agreement. Outstanding business points on the Merger Agreement were discussed and resolved, including the earnout, equity incentive compensation and Electra employee compensation.

On April 17, 2026, Messrs. Bengochea and Caragol, Electra’s management, Latham, Roth and Loeb held an update call to discuss progress with outstanding business points on the Merger Agreement including the company support agreement, parent support agreement and non-redemption agreement end date. On the call, IRHO and Electra were able to resolve all outstanding business points.

On April 17, 2026, Messrs. Bengochea and Caragol, Electra’s management, Latham, Roth and Loeb held a virtual conference call to discuss final outstanding items on the Merger Agreement, including, but not limited to, the lock-up for company shareholders. IRHO and Electra were able to reach agreement on the structure of the lock-up.

On April 19, 2026, IRHO and Electra held their respective board meetings approving the resolutions supporting the Business Combination.

The parties then agreed to exchange signatures and sign and announcing the transaction publicly on April 21, 2026, and discussed what remaining work was required on the investor presentation, press release and Current Report on Form 8-K to allow for the public announcement.

On April 21, 2026, IRHO and Electra announced the signing of the Merger Agreement via press release and filed a Current Report on Form 8-K including the ancillary documents, the investor presentation and the press release.

IRHO Board of Directors’ Reasons for the Approval of the Business Combination

The IRHO Board considered a wide variety of factors in connection with its evaluation of the Business Combination. Such factors are described in detail below. The IRHO Board considered all of these factors as a whole and, on balance, concluded that they supported a favorable determination that the Merger Agreement and the Business Combination are fair from a financial point of view to and in the best interests of IRHO and its shareholders. In view of the wide variety of factors considered by the IRHO Board in connection with its evaluation, negotiation and recommendation of the Business Combination and related transactions and the complexity of these matters, the IRHO Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the IRHO Board based its evaluation, negotiation and recommendation of the Business Combination on the totality of the information presented to, and considered by, it. The IRHO Board evaluated the reasons described above with the assistance of IRHO’ outside advisors. In considering the factors described above and any other factors, individual members of the IRHO Board may have viewed factors differently or given different weights to other or different factors.

This explanation of IRHO’ reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this proxy statement/prospectus.

After careful consideration, the IRHO Board unanimously (i) agreed as to the advisability of the Business Combination and the other transactions contemplated by the Merger Agreement, (ii) determined that the Business Combination and the other transactions contemplated by the Merger Agreement are in the best interests of the shareholders of IRHO, (iii) determined that the Business Combination constitutes a “Business Combination” as such term is defined in the Cayman Constitutional Documents and (iv) resolved to recommend that the IRHO shareholders approve the Business Combination and the other proposals set forth in this proxy statement/prospectus.

Before reaching its decision, the IRHO Board reviewed the results of the due diligence conducted by its management and advisors, which included:

Extensive meetings with Electra’s management team to understand and analyze Electra’s hardware and software offerings, technology, system architecture, deployment scenarios, current and potential future clients and business prospects;

Analysis of Electra’s intellectual property portfolio, and its potential to provide both a near term and sustaining market advantage addressing a very large and growing market;

Review of Electra’s financial statements, and detailed pipeline information provided by Electra;

Research on industry trends, market opportunities and serviceable addressable market provided by Electra, as well as information obtained from publicly available sources;

Legal due diligence conducted by IRHO and Loeb;

Review of the proposed structure of the Business Combination and drafts of definitive documents; and

Review of an analysis prepared by Park Avenue Capital, financial advisor to Electra, which included both a summary of valuation comparable references and a discounted cash flow analysis. The companies set forth in the valuation comparable analysis and their relevant metrics are set forth below.

The Park Avenue Capital presentation used a 20% public company discount and showed illustrative valuations for Electra of between $270 and $300 million based on revenue multiples and between $340 and $380 million based on EBITDA multiples.

The discounted cashflow analysis used discount rates based on estimated weighted average cost of capital ranging from 20% to 35% and haircut to base case ranging from 0% to 50%. This analysis showed illustrative valuations for Electra of between $162 million and $884 million, with target valuations between $307 million and $373 million.

The Park Avenue Capital presentation stated that the valuation comparables and discounted cash flow analyses supported enterprise value for Electra between $270 million and $380 million. None of the projections used in the analysis, and no other projections for Electra, were provided to, or evaluated or relied on by, the IRHO Board. As noted above under the caption “Background of the Business Combination,” in the prospectus for our IPO, we identified certain general criteria and guidelines that we believed would be important in evaluating prospective target businesses, although we indicated we may enter into a business combination with a target business that does not meet these criteria and guidelines. These criteria were not intended to be exhaustive. We stated in the IPO prospectus that any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decided to enter into a business combination with a target business that does not meet such criteria and guidelines, we indicated that we would disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination.

The positive factors related to the Business Combination considered by the IRHO Board included, but were not limited to, the following:

High Growth and Large Addressable Markets:    The IRHO Board believes that Electra is well positioned to capitalize on this large and growing total addressable market.

Companies with Competitive Technological Edge:    The IRHO Board believes that Electra has developed a software solution that clients describe as best-in-class and as having more scalability and customization than competing products.

Companies with a Strong Management Team:    The IRHO Board believes that Electra has a technically competent management team that has successfully run the business for approximately ten years. The management team includes a CEO with unique government and commercial experience that is beneficial to selling into large companies and agencies and a COO with prior public company experience.

Companies that Can Benefit from Access to Capital:    The IRHO Board believes that Electra is at an inflection point where access to capital and access to the public markets can provide a strong benefit to the business.

Terms of Merger Agreement and Ancillary Agreements.    The IRHO Board reviewed the financial and other terms of the Merger Agreement and related agreements, including the proposed consideration to be paid to the Electra securityholders and determined that they were the product of arm’s-length negotiations among the parties.

Shareholder Approval and Redemption Rights.    The IRHO Board considered the fact that in connection with the Business Combination IRHO shareholders have the ability to vote for or against the Business Combination and that, regardless of whether such public shareholders vote for or against the Business Combination or abstain from voting, they will have option to (i) remain stockholders of Electra Pubco following the Business Combination, (ii) sell their shares in the open market or (iii) exercise their Redemption Rights and receive a pro rata portion of the cash held in the Trust Account.

In the course of its deliberations, the IRHO Board also considered a variety of uncertainties, risks and other potentially negative factors relevant to the Business Combination, including the below:

Benefits Not Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

Liquidation of IRHO.    The risks and costs to IRHO if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in IRHO being unable to affect a business combination by December 18, 2027, and force IRHO to liquidate.

Exclusivity.    The fact that the Merger Agreement includes a provision that generally restricts IRHO from soliciting other business combination proposals, which limits IRHO’s ability, so long as the Merger Agreement is in effect, to consider other potential business combinations. In addition, under the Merger Agreement, unless required by applicable law, the IRHO Board may not change or withdraw its recommendation to the IRHO shareholders to vote in favor of the Business Combination Proposal and any other proposals required to consummate the transactions contemplated by the Merger Agreement that are submitted to, and require the vote of, the IRHO shareholders.

Post-Business Combination Corporate Governance.    The IRHO Board considered the corporate governance provisions of the Merger Agreement and the material provisions of the Proposed Charter and Proposed Bylaws. In particular, they considered the rights that certain stockholders would have in Electra Pubco and that these rights are not generally available to public stockholders, including stockholders that may hold a large number of shares.

Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within IRHO’ control, including satisfying the Minimum Cash Condition and approval by Nasdaq of the initial listing application in connection with the Business Combination.

Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

External Risks.    Economic downturns and political and market conditions beyond Electra’s control, could adversely affect its business, financial condition, results of operations and prospects.

Risk of Future Growth.    Electra’s ability to achieve revenue and profitability is subject to significant risks, assumptions, estimates and uncertainties and Electra’s operating results may vary, which may make future results difficult to predict with certainty.

Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

Inability to Evolve.    Electra’s growth prospects may suffer if it is unable to develop successful product offerings, if it fails to pursue additional product offerings or if it loses any of its key executives or other key employees. In addition, if Electra fails to make the optimal investment decisions in its product offerings and technology platform, it may not attract and retain key customers and its revenue and results of operations may decline.

Interest of Certain Persons.    Some of our officers and directors may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of IRHO’ shareholders. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders. In addition, Roth will receive customary financial advisory fees and is entitled to receive customary placement agent and referral fees in any pre-PIPE or PIPE financing. Such interests are described in more detail below under the caption “The Business Combination Proposal — Certain Interests of IRHO’ Directors and Officers and Others in the Business Combination.”

Other Risks.    Various other risks associated with the Business Combination, the business of IRHO and the business of Electra described in this proxy statement/prospectus under the caption “Risk Factors.”

Satisfaction of 80% Test

Nasdaq rules require that IRHO’s initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the funds held in the Trust Account) at the time of the execution of a definitive agreement for IRHO’s initial business combination. As of ____________, the date of the execution of the Merger Agreement, the fair value of the funds held in the Trust Account was approximately $_________ million (excluding taxes payable on the income earned on the funds held in the Trust Account at that time), and 80% thereof represents approximately $_________ million. Based on the enterprise value of Electra of approximately $240 million compared to the approximately $_____ in the Trust Account (excluding the taxes payable on the income earned on the funds held in the Trust Account), the fact that the purchase price for Electra was the result of an arm’s length negotiation and all of the factors described in this section and “The Business Combination Proposal — Merger Agreement”, the IRHO Board determined that this requirement was met.

Summary of IRHO’s Financial Analysis

The following is a summary of the material financial analyses delivered to the IRHO Board in connection with approving the transaction described above.

Board of Electra’s Reasons for Approval of the Business Combination

In determining to approve the Business Combination and to recommend the Business Combination to Electra’s equity holders, Electra’s Board weighed the following benefits and detriments to Electra and its current equity holders:(i) the benefit of accessing the public equity markets for capital at likely a lower cost than that available to Electra in the private markets; (ii) the benefit of obtaining public currency and having more efficient access to additional public currency in the future to be able to capitalize organic and opportunistic inorganic growth opportunities; (iii) the benefit of providing greater liquidity

for existing equity holders; (iv) the beneficial timing of the Business Combination relative to market conditions; (v) the dilution to be incurred by Electra’s existing equity holders as a result of the transaction; and (vi) the additional costs, resources and diversion of management attention associated with becoming a public company. The benefits described in clauses (ii), (iii) and (iv) above were also heavily considered by Electra’s Board in determining to approve the Business Combination at the time it did as opposed to waiting to evaluate other strategic initiatives that could provide the same benefits. In assessing timing, Electra’s Board considered, among other factors, market receptivity to de-SPAC transactions in Electra’s sector and the availability and expected terms of PIPE financing and any other committed capital and concluded that proceeding with the Business Combination at such time would better position Electra to access public-market capital with lower execution and market-timing risk than waiting for a traditional IPO window to reopen.

Ownership of Electra Pubco after the Closing

The following table illustrates estimated ownership levels in Electra Pubco, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Shareholders, excluding the dilutive effect of Electra Options, that will be assumed by IRHO in the Proposed Transaction.

____________

(1)      Includes 2,300,000 shares of Pubco Common Stock issued to all public shareholders upon exchange of the rights issued in the IPO, and in the case of the maximum redemptions scenario, such number reflects the maximum number of shares that could be redeemed to ensure a minimum of $30,000,000 in the Trust Account at the time of the Closing.

(2)      Reflects the number of Shares that will be held by the Sponsor after the forfeiture of up to 800,000 Risk Shares as contemplated by the Merger Agreement.

(3)      Includes all Shares to be issued to the stockholders of Electra as adjusted to ensure the minimum ownership threshold of 50.1% at the Closing.

(4)      Includes Shares issued to vendors and financial advisors to Electra and IRHO other than Cantor.

*        Less than 1%.

Dilutive Instruments

The table below shows possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the conversion of the Class B Common Stok of Electra and the Earnout Shares that could be issued in connection with the Proposed Transaction.

Per Share Value

The table below shows the potential impact of redemptions on the per share value of the Public Shares owned by non-redeeming IRHO Public Stockholders in each redemption scenario and sets forth, on a disaggregated basis, the potential dilutive impact from various sources in certain redemption scenario.

Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination

In considering the recommendation of the IRHO Board in favor of approval of the Business Combination, it should be noted that IRHO’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

•        The Sponsor paid (i) $32,000 or approximately $0.005 per share for the Founder Shares, which such Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $________, based on the $[*] closing price of the IRHO Ordinary Shares on Nasdaq on __________________, (ii) $__________ or approximately $10.00 per unit for the 370,000 Private Placement Units, which such Private Placement Units, if unrestricted and freely tradeable, would be valued at approximately $___________, based on the $________ closing price of the IRHO Units on Nasdaq on _______________.

•        If IRHO does not consummate a business combination by December 18, 2027 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the IRHO Board, liquidating and dissolving, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Founder Shares owned by the Sponsor would be worthless because following the redemption of the Public Shares, IRHO would likely have few, if any, net assets and because the Insiders have agreed to waive their respective Rights to liquidating distributions from the Trust Account in respect of the Founder Shares if IRHO fails to complete a business combination within the required period. Additionally, in such event, the 370,000 Private Placement Units (including the underlying securities) will also expire worthless. IRHO’s directors and executive officers have an indirect economic interest in the Private Placement Units and Founder Shares owned by the Sponsor.

•        As a result of the low purchase price paid for the Founder Shares, even if the trading price of the Electra Pubco Common Stock were as low as $2.10 per share, the aggregate market value of the Founder Shares alone (without taking into account the value of the Electra Pubco Common Stock issued in respect of the Private Placement Units or the Public Shares held by the Sponsor) would be approximately equal to the investment in IRHO by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in us even at a time when the Electra Pubco Common Stock has lost significant value. On the other hand, if the Business Combination is not completed and IRHO liquidates without completing another initial business combination before the end of the completion window, the Sponsor would lose its entire investment in us.

•        Upon liquidation, the Sponsor will lose its entire investment in the Founder Shares and Private Placement Units, which totals $$4,802,000 in the aggregate. The potential loss of this investment could incentivize the Sponsor and its affiliates to pursue a business combination transaction on unfavorable terms in order to avoid a liquidation.

•        IRHO’s existing directors and officers will be eligible for continued indemnification and continued coverage under IRHO’s directors’ and officers’ liability insurance policy after the Merger and pursuant to the Merger Agreement and indemnification agreements entered into with such directors and officers in connection with the IPO.

•        The Sponsor and its affiliates have made an aggregate of $___________ of advances to IRHO as of the date of this proxy statement/prospectus, which will be repaid in cash at the closing of the Business Combination. Additionally, IRHO’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination. As of the date of this proxy statement/prospectus the current value of the reimbursement of the out-of-pocket expenses owed to IRHO’s officers and directors and their affiliates is $0. However, if IRHO fails to consummate a business combination by December 18, 2027 (or if such date is extended at a duly called extraordinary general meeting, such later date), such persons will not have any claim against the Trust Account for reimbursement. Accordingly, IRHO may not be able to reimburse these advances and expenses if the Business Combination or another business combination is not completed by such date.

•        Pursuant to the A&R Registration Rights Agreement, the Insiders will have customary registration Rights, including demand and piggy-back Rights, subject to cooperation and cut-back provisions with respect to the Electra Pubco Common Stock held by such parties following the consummation of the Proposed Transaction. We estimate that the Initial Shareholders will hold an aggregate of 6,320,000 shares of Electra Pubco Common Stock subject to registration rights after reflecting forfeitures and the Share Contribution pursuant to the Parent Support Agreement.

•        The Sponsor agreed that effective as of and conditioned upon the Closing, up to 800,000 Parent Ordinary Shares held by the Sponsor together with all Parent Common Shares issued upon conversion thereof in connection with the Domestication (the “At-Risk Shares”) shall be subject to forfeiture as follows: For each $1,000,000 by which the Parent Closing Cash is less than $80,000,000, the Sponsor shall forfeit 16,000 At-Risk Shares, up to the maximum of 800,000 Parent Common Shares. For illustrative purposes only: (i) if the Parent Closing Cash equals or exceeds $80,000,000, no At-Risk Shares shall be forfeited; (ii) if the Parent Closing Cash is $60,000,000, the Sponsor shall forfeit 320,000 At-Risk Shares; and (iii) if the Parent Closing Cash is $30,000,000 or less, the Sponsor shall forfeit all 800,000 At-Risk Shares.

The Merger Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement and the Amendment to Merger Agreement, dated as of May 14, 2026, copies of which are attached as Annex A-1 and Annex A-2 to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Merger.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates set forth therein. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure letters (the “disclosure letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about IRHO, Electra or any other matter.

Structure of the Merger

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 amended and as may be further amended and/or restated from time to time, the “Merger Agreement”).

Electra is dedicated to enhancing battery performance through AI-powered battery intelligence, providing solutions for electric vehicles, battery energy storage systems (BESS), and fleet operators.

The board of directors of IRHO has unanimously approved and declared advisable the Merger Agreement and the Business Combination (as defined below) and resolved to recommend approval of the Merger Agreement and related matters to IRHO’s shareholders. Pursuant to the Merger Agreement, (a) IRHO will domesticate from the Cayman Islands to Delaware (the “Domestication”), and (b) at least one business day following the Domestication, Merger Sub will merge with and into Electra (the “Merger”), after which Electra will be the surviving corporation (the “Surviving Corporation”) and a wholly-owned subsidiary of IRHO. In connection with the Merger, the Surviving Corporation will change its name to a name to be mutually agreed by the parties and Parent will change its name to “ELECTRA AI, Inc.”

The Domestication and Merger

In accordance with the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, on the day that is at least one Business Day prior to the Effective Time, IRHO shall de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware entity.

In connection with the Domestication, IRHO will (i) file a certificate of incorporation with the Secretary of State of the State of Delaware whereby Parent shall have a dual class common stock consisting of Class A common stock, par value $0.0001 per share (the “Parent Class A Common Shares”) and Class B common stock, par value $0.0001 per share (the “Parent Class B Common Shares” and together with the Parent Class A Common Shares, the “Parent Common Shares”); and (ii) adopt amended and restated bylaws substantially in the form attached as Exhibit 3.2 hereto and incorporated by reference herein, in each case, with such changes as may be agreed in writing by Parent and the Company.

In connection with the Domestication, (i) each then issued and outstanding IRHO Ordinary Share, will convert automatically, on a one-for-one basis, into one Parent Class A Common Share; (ii) each then issued and outstanding IRHO Right entitling the holder thereof to 1/10 of one IRHO Ordinary Share shall convert automatically into a right to receive 1/10 of Parent Class A Common Share at the Closing, pursuant to the Parent Rights Agreement dated as of December 16, 2025, by and between IRHO and Continental Stock Transfer & Trust Company, as Rights agent; and (iii) each then issued and outstanding IRHO Unit shall separate and convert automatically into one Parent Class A Common Share and an IRHO Right to receive 1/10 of one Parent Class A Common Share at the Closing.

Upon the terms and subject to the conditions of the Merger Agreement, at least one business day following the Domestication, Merger Sub will merge with and into Electra after which Electra will be the surviving corporation and a wholly-owned subsidiary of Parent.

The Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties to the Merger Agreement and specified in the certificate of merger (the “Effective Time”). The Domestication, the Merger, and other transactions contemplated by the Merger Agreement are collectively referred to herein as the “Business Combination,” the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.”

In connection with the Business Combination, IRHO will be renamed “ELECETRA AI, Inc.” and Electra, as a wholly-owned subsidiary of ELECTRA AI, Inc., will change its name to a name to be mutually agreed by the parties.

Merger Consideration and Structure

Pursuant to the Merger Agreement, IRHO has agreed to acquire all of the equity interests of Electra for the sum of $250,000,000 plus the Aggregate Exercise Price, as adjusted pursuant to the terms of the Merger Agreement (the “Base Purchase Price”), comprising of a number of Parent Common Shares equal to the quotient obtained by dividing (a) the Base Purchase Price, by (b) US$10.00 (the “Aggregate Merger Consideration”), which Parent Common Shares shall include no more than a number of Parent Class B Common Shares equal to the Conversion Ratio multiplied by 3,994,802. “Aggregate Exercise Price” means the aggregate dollar amount payable to the Company upon the exercise or conversion of all vested in-the-money Company Options that are outstanding immediately prior to the Effective Time.

The Base Purchase Price shall be automatically adjusted upwards in increments of $10.00 until the Aggregate Merger Consideration (excluding shares of Parent Common Stock issuable in respect of convertible notes and upon the exercise of Converted Stock Options) represents at least 50.1% of the Aggregate Parent Fully Diluted Shares. “Aggregate Parent Fully Diluted Shares” means, as of immediately after the Effective Time, the sum, without duplication, of (a) all Parent Common Shares issued and outstanding (after giving effect to the Domestication, the Merger, the conversion of all Parent Rights, any PIPE Financing, and any forfeiture or surrender of Sponsor Shares); plus (b) the aggregate number of Parent Common Shares issuable upon exercise of all outstanding Converted Stock Options (as defined below).

Effect of the Merger

At the Effective Time (i) each share of Company Capital Stock (as defined below), if any, that is owned by Parent or Merger Sub or Electra (as treasury stock or otherwise), will automatically be cancelled; (ii) each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of Parent Common Shares equal to: (a) (x) the Conversion Ratio multiplied by (y) the number of shares of Company Common Stock issuable upon conversion of such share of Company Preferred Stock as of immediately prior to the Effective Time plus (b) a number of Earnout Shares equal to the Earnout Pro Rata Share in accordance with, and subject to the contingencies set forth in the Merger Agreement; (iii) each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive: (x) a number of Parent Class A Common Shares equal to the Conversion Ratio plus (y) a number of Earnout Shares equal to the Earnout Pro Rata Share in accordance with, and subject to the contingencies set forth in the Merger Agreement; and (iv) each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive: (x) a number of Parent Class B Common Shares equal to the Conversion Ratio plus (y) a number of Earnout Shares equal to the Earnout Pro Rata Share in accordance with, and subject to the contingencies set forth in the Merger Agreement. At the Effective Time, all shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Company Capital Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive a portion of the Aggregate Merger Consideration plus the contingent right to receive their applicable portion of Earnout Shares in accordance with their Earnout Pro Rata Share.

“Company Capital Stock” means “Company Common Stock,” consisting of the Class A common stock of the Company, $0.00001 par value per share, the Class B common stock of the Company, $0.00001 par value per share, and “Company Preferred Stock,” consisting of the Company Series Seed Preferred Stock, the Company Series A Preferred Stock and the Company Series B Preferred Stock.

“Conversion Ratio” means the quotient obtained by dividing (a) the number of Parent Common Shares constituting the Aggregate Merger Consideration, by (b) the number of shares constituting the Aggregate Fully Diluted Company Common Stock (without regard to the shares described in clause (c) of the definition thereof).

“Aggregate Fully Diluted Company Common Stock” means the sum, without duplication, of (a) all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Company Common Stock issuable upon full conversion of all Company Preferred Stock outstanding as of immediately prior to the Effective Time; plus (c) the aggregate number of shares of Company Common Stock issuable upon exercise of all Company Options that are vested as of immediately prior to the Effective Time; plus (d) the aggregate number of shares of Company Common Stock issuable upon full conversion, exercise or exchange of any other securities of the Company (other than Company Options and The Company Convertible Notes) outstanding immediately prior to the Effective Time directly or indirectly convertible into or exchangeable or exercisable for shares of Company Common Stock.

Conversion of Merger Sub Capital Stock.

Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Treatment of Options and Convertible Notes.

At the Effective Time, each Company Option shall be converted into (i) an option to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option (including expiration date, vesting conditions, and exercise provisions), the number of Parent Class A Common Shares (rounded down to the nearest whole share), determined by multiplying the number of shares of Company Class A Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Conversion Ratio, at an exercise price per Parent Class A Common Share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Class A Common Stock of such Company Option divided by (B) the Conversion Ratio (a “Converted Stock Option”), and (ii) the right to receive a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in the Merger Agreement.

At the Effective Time, each Company Convertible Note shall be converted into the right to receive a number of Parent Common Shares equal to (i) the Conversion Ratio multiplied by (ii) the number of shares of Company Common Stock issuable upon conversion of such Company Convertible Note as of immediately prior to the Effective Time.

The Earnout Shares

From the period commencing on the Closing Date and until such date which is the five-year anniversary of the Closing Date (the “Earnout Period”), as additional consideration in the Merger, the holders of Company Common Stock, Company Preferred Stock and Company Options (whether vested or unvested) (the “Company Earnout Holders”) shall be entitled to earn, in accordance with their respective Earnout Pro Rata Share, up to an aggregate amount of 15,000,000 additional Parent Common Shares (the “Earnout Cap”) (which, for the avoidance of doubt, shall be issued as Parent Class A Common Shares to Company Earnout Holders who hold exclusively Company Class A Common Stock, Company Preferred Stock or Company Options and as Parent Class B Common Shares to Company Earnout Holders who hold any shares of Company Class B Common Stock) (the “Earnout Shares”), subject to the following contingencies:

A.     Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period, (1) over any ten (10) Trading Days within any twenty (20) consecutive Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $14.00 per share or (2) as reported in Parent’s Form 10-Q or Form 10-K the Annual Run Rate (as defined in the Merger Agreement, “ARR”) is greater than or equal to $45 million (the “First Earnout Milestone”), whichever occurs earlier;

B.      Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period, (1) over any ten (10) Trading Days within any twenty (20) consecutive Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $16.00 per share or (2) as reported in Parent’s Form 10-Q or Form 10-K the ARR is greater than or equal to $55 million (the “Second Earnout Milestone”), whichever occurs earlier; and

C.     Subject to the Earnout Cap, one-third (1/3) of the Earnout Shares if, at any time during the Earnout Period, (1) over any ten (10) Trading Days within any twenty (20) consecutive Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $18.00 per share or (2) as reported in Parent’s Form 10-Q or Form 10-K the ARR is greater than or equal to $65 million (the “Third Earnout Milestone”), whichever occurs earlier.

The applicable Earnout Shares will be delivered to the Company Earnout Holders promptly (within 10 Business Days) following the date in which any such earnout milestone is achieved. Each earnout milestone shall only occur once, if at all.

Parent and Electra Post-Closing Board of Directors and Executive Officers

Immediately following the Closing, Parent’s board of directors will consist of seven (7) directors, of which Electra has the right to the right to designate five (5) directors and the remaining two directors shall be jointly designated by Electra and IRHO SPAC Sponsor LLC (the “Sponsor”). At least a majority of the board of directors shall qualify as independent directors under Nasdaq or Alternate Exchange rules, as applicable.

At the Closing, all of the officers of Parent shall resign and the following individuals are expected to be appointed as officers of Parent: Fabrizio Martini, as Chief Executive Officer and Nicholas Chakalos, President & Chief Financial Officer.

Immediately following the Closing, Electra’s board of directors will consist of the same individuals serving as directors of Parent.

Representations, Warranties and Covenants

The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others things, covenants with respect to the conduct of the Company and IRHO and their respective subsidiaries prior to the Closing, including the Company’s covenant to provide to Parent no later

than May 14, 2026, its audited financial statements for the years ended December 31, 2025 and 2024 for inclusion in the registration statement on Form S-4 to be filed by IRHO and the Company in connection with the Business Combination (the “Registration Statement”), and Parent and the Company shall jointly prepare and file with the SEC, mutually acceptable proxy materials which shall be included in the Registration Statement.

During the period commencing on date of execution of the Merger Agreement and until the earlier of the Closing Date and the termination of the Merger Agreement, IRHO and Electra will use commercially reasonable best efforts to enter into and consummate subscription agreements with investors to purchase securities of IRHO in connection with a private placement on terms mutually agreeable to the parties (any such purchase by investors, a “PIPE Financing”).

Conditions to Closing

The Closing of the Business Combination is subject to certain customary conditions of the respective parties, including, among other things: (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of IRHO and the Company; (ii) effectiveness of the Registration Statement; (iii) Parent’s initial listing application shall have been conditionally approved for listing on The Nasdaq Stock Market (“Nasdaq”) or another national stock exchange; (iv) there shall not have occurred a respective Material Adverse Effect in respect of the Company and Parent that is continuing; (v) that the respective Fundamental Representations shall be true and correct in all respects; (vi) Parent Certificate of Incorporation shall have been filed with, and declared effective by, the Secretary of State of the State of Delaware; (vii) that all respective officer certificates of the Company and Parent shall have been delivered; (vii) all Parties shall have executed and delivered to each other a copy of each Ancillary Agreement to which they are a party; (ix) accrued but unpaid fees, costs and expenses, including fees of outside legal counsel (but excluding the Deferred Underwriting Commission), of the Parent Parties as of immediately prior to the Closing shall collectively not exceed $2,000,000 without the prior written consent of the Company; it being agreed that any such excess fees incurred without the Company’s prior written consent will reduce the share consideration remaining for the Sponsor such that only the Sponsor bears such excess fees, costs and expenses assuming $10 price per Parent Common Share; and (x) the amount of Parent Closing Cash at the Closing shall equal or exceed $30,000,000.

The Sponsor has agreed that, effective as of and conditioned upon the Closing, up to 800,000 Parent Ordinary Shares held by the Sponsor together with all Parent Common Shares issued upon conversion thereof in connection with the Domestication (the “At-Risk Shares”) shall be subject to forfeiture as follows: For each $1,000,000 by which the Parent Closing Cash is less than $80,000,000, the Sponsor shall forfeit 16,000 At-Risk Shares, up to the maximum of 800,000 Parent Common Shares. For illustrative purposes only: (i) if the Parent Closing Cash equals or exceeds $80,000,000, no At-Risk Shares shall be forfeited; (ii) if the Parent Closing Cash is $60,000,000, the Sponsor shall forfeit 320,000 At-Risk Shares; and (iii) if the Parent Closing Cash is $30,000,000 or less, the Sponsor shall forfeit all 800,000 At-Risk Shares.

Termination

The Merger Agreement may be terminated by Parent and the Company under certain circumstances, including:

(i)     by mutual written agreement of Parent and Electra;

(ii)    by either Parent or the Company if (a) the Closing has not occurred on or before January 21, 2027 (the “Outside Closing Date”) and (b) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party seeking to terminate the Merger Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before such date;

(iii)   by either Parent or Electra if the Business Combination is prohibited or made illegal by a final, non-appealable governmental order or law and the failure to comply with any provision of the Merger Agreement by the party seeking to terminate the Merger Agreement is not a substantial cause of, or has not substantially resulted in, such order or law;

(iv)   by Parent, if Electra, (a) at any time prior to the Closing, has breached any of its covenants, agreements, representations and warranties contained in the Merger Agreement except that, if such breach is curable by the Company through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt of a notice from IRHO, of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such breach, such termination shall not be effective, and such termination

shall become effective only if it is not cured within such 30 day period or (b) at any time after the Company Stockholder Written Consent Deadline if the Company has not delivered the Company Stockholder Approval to Parent (provided, that upon the Company delivering the Company Stockholder Approval to Parent, Parent shall no longer have any right to terminate the Merger Agreement); or

(v)    by Electra, if Parent, at any time prior to the Closing, has breached any of its covenants, agreements, representations and warranties contained in the Merger Agreement except that, if such breach is curable by Parent through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt of a notice from Electra, of such breach, but only as long as Parent continues to use its reasonable best efforts to cure such breach, such termination shall not be effective, and such termination shall become effective only if it is not cured within such 30 day period.

Proxy Solicitation

Electra and IRHO have agreed to, as promptly as practicable after the execution of the Merger Agreement, jointly prepare, and IRHO has agreed to file with the SEC, a mutually acceptable registration statement of which this proxy statement/prospectus forms a part (the “Registration Statement”). Electra and IRHO have agreed to use their reasonable best efforts to cause the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated in the Merger Agreement.

IRHO has agreed to use its best efforts to obtain all necessary state securities laws or “blue sky” governmental authorizations required to carry out the transactions contemplated in the Merger Agreement, and Electra has agreed to furnish all information concerning itself and any of its equityholders as may be reasonably requested in connection with any such action.

IRHO and Electra have agreed to furnish to each other all information concerning itself and its officers, directors, managers and equityholders, and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by the Merger Agreement, or any other statement, filing, notice or application made by or on behalf of IRHO or its subsidiaries or Electra to any governmental authority or to Nasdaq, in connection with the Merger and the other transactions contemplated in the Merger Agreement.

IRHO has agreed to use its reasonable best efforts to, as promptly as practicable, (i) establish the record date for, duly call, give notice of, convene and hold the extraordinary general meeting in accordance with the Companies Act and the Cayman Constitutional Documents, (ii) cause the Registration Statement to be disseminated to the IRHO shareholders in compliance with applicable law and the Merger Agreement, and (iii) solicit proxies from the holders of IRHO Ordinary Shares to vote in favor of each of the proposals set forth herein.

Electra Stockholder Approval

The Electra Board will recommend to Electra Shareholders that they vote in favor of the Merger Agreement, each Ancillary Agreement to which Electra is or will be a party, and the transactions contemplated thereby and other related matters, and the Electra Board will not withhold, withdraw, amend, modify or change, in each case in a manner adverse to IRHO, such recommendation. As promptly as reasonably practicable after the effective date of the Registration Statement, and in any event within 5 business days following such date, Electra will obtain and deliver to IRHO the written consent of the Electra stockholders holding not less than the minimum number of votes that would be necessary to authorize the Merger at a meeting at which all shares entitled to vote were present and voted (consisting of (i) Persons holding a majority (on an as-converted basis) of the voting power of all Electra stockholders, (ii) Persons holding a majority of the outstanding shares of Electra Series Seed Preferred Stock, voting as a separate class, (iii) Persons holding a majority of the outstanding shares of Electra Series A Preferred Stock, voting as a separate class, and (iv) Persons holding a majority of the outstanding shares of Electra Series B Preferred Stock, voting as a separate class) approving the Merger Agreement and the transactions contemplated thereby (the “Electra Shareholder Approval”). Promptly following the receipt of the Electra Shareholder Approval, Electra will

prepare and deliver to each Electra Shareholder a written notice, in form and substance required under the DGCL that sufficient shareholder consents have been executed, which notice will include a description of any dissenters’ Rights and any other disclosure, information or document required by applicable law.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the below related agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Shareholders and other interested parties are urged to read such related agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

Parent Support Agreement

In connection with the execution of the Merger Agreement, Parent entered into a support agreement (the “Parent Support Agreement”) with the Sponsor and the Company, pursuant to which the Sponsor agreed to, among other things, (i) vote all of its Parent Common Shares in favor of the various proposals related to the Business Combination and the Merger Agreement and any other matters requested by Parent for consummation of the Business Combination, (ii) vote against any alternative proposal or alternative transaction or any proposal relating to a business combination transaction (other than the Merger Agreement, the Merger or any of the transactions contemplated thereby), (iii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other transactions contemplated thereby), (iv) vote against any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement, the Merger or any of the transactions contemplated thereby), (v) vote against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of the Parent Support Agreement, the Merger Agreement, the Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or the Merger Sub or the Sponsor under the Merger Agreement or the Parent Support Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, IRHO and (vi) vote in favor of any proposal to extend the period of time IRHO is afforded under its organizational documents to consummate an initial business combination, in each case, subject to the terms and conditions of the Parent Support Agreement.

During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with its terms and (c) the liquidation of Parent, the Sponsor shall not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Parent Common Shares owned by the Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Parent Common Shares owned by the Sponsor or (iii) publicly announce any intention to effect any transaction; provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer (as defined in the Parent Support Agreement).

Company Support Agreement

In connection with the execution of the Merger Agreement, IRHO entered into a support agreement (the “Company Support Agreement”) with the Company and certain stockholders of the Company (the “Company Supporting Shareholders”) pursuant to which the Company Supporting Shareholders agreed to, among other things, (i) vote to adopt and approve, the Merger Agreement and the transactions contemplated thereby, (ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement or the Ancillary

Agreements and the Merger and the other transactions contemplated thereby), (iii) vote against any change in the business (to the extent in violation of the Merger Agreement), management or board of directors of the Company (other than in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger), and (iv) vote against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of the Company Support Agreement, the Merger Agreement, the Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company or the Company Stockholders under the Merger Agreement or the Company Support Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of the Company, including the voting rights of any share capital of the Company.

In addition, the Company Supporting Shareholders agreed that during the period commencing on the date of entry into the Company Support Agreement until the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated in accordance with its terms, each Company Supporting Stockholder agrees to not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, each with respect to any Electra shares owned by such Company Supporting Stockholder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Electra shares owned by such Company Supporting Stockholder, or (iii) publicly announce any intention to effect any such transaction; provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer (as defined in the Company Support Agreement).

Lock-Up Agreement

On or before the Closing Date, Parent and the Company will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with certain stockholders of the Company and the Sponsor, pursuant to which the Parent Common Shares and any other equity securities convertible into or exchangeable for or representing the rights to receive Parent Common Shares, if any, held by such holders immediately following the Closing shall be subject to a lock-up for the Lock-Up Period. The “Lock-Up Period” means the period beginning on the Closing Date and ending in four consecutive equal quarterly installments following the Closing Date, in accordance with the following schedule:

(a)     one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company issuing its first quarterly earnings release that occurs at least 120 days after the Closing Date;

(b)    one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company issuing its second quarterly earnings release that occurs at least 120 days after the Closing Date;

(c)    one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company issuing its third quarterly earnings release that occurs at least 120 days after the Closing Date; and

(d)    one-fourth of the securities subject to the Lock-Up shall be released from the Lock-Up upon the Company issuing its fourth quarterly earnings release that occurs at least 120 days after the Closing Date.

Amended and Restated Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, Parent, the Company, the Sponsor and certain stockholders of the Company (collectively, the “Holders”) will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which Parent will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Parent Common Shares that are held by the Holders from time to time, including (a) any outstanding Parent Common Shares and Parent Common Shares issued or issuable upon the exercise of any other equity security and any Parent Common Shares issued or issuable upon the exercise of any Equity Awards of Parent held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement); (b) any outstanding Parent Common Shares, Equity Awards, Earnout Shares, Parent Common Shares issued or issuable upon the exercise of any other equity security of Parent acquired by a Holder following the Closing Date to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of Parent; (c) any Additional Holder Common Stock (as defined in the

Registration Rights Agreement); and (d) any other equity security of Parent or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by IRHO, the Sponsor and the other parties thereto in connection with IRHO’s initial public offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities (as defined therein).

Expected Accounting Treatment of the Business Combination Proposal

The Domestication

There will be no accounting effect or change in the carrying amount of the assets and liabilities of IRHO as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of IRHO immediately following the Domestication will be the same as those immediately prior to the Domestication.

The Business Combination

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, IRHO will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Electra issuing stock for the net assets of IRHO, accompanied by a recapitalization. The net assets of IRHO will be stated at historical cost, with no goodwill or other intangible assets recorded.

Regulatory Matters

Neither IRHO nor Electra are aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “The Business Combination Proposal — Merger Agreement — Closing Conditions — Conditions to the Obligations of Each Party”. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

The Business Combination Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of IRHO Ordinary Shares. The Sponsor, which includes among its members each of the directors and officers of IRHO, owns 5,750,000 Founder Shares, 370,000 Private Placement Units,(200,000 Private Placement Units being owned by Cantor ). As a result, as of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares. Accordingly, the we would only need 13,236,440 IRHO Ordinary Shares (or 45%) to approve the Business Combination Proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that Iron Horse Acquisition II Corp.’s (“IRHO”) entry into the Merger Agreement, dated as of April 21, 2026 (as amended and as may be further amended and/or restated from time to time, the “Merger Agreement”), by and among IRHO, Merger Sub, Inc., a Delaware corporation and a direct,

wholly-owned subsidiary of IRHO (“Merger Sub”), and Electra Vehicles, Inc., a Delaware company (“Electra”), (a copy of the Merger Agreement and the Amendment to Merger Agreement, dated as of May 14, 2026, are attached to the proxy statement/prospectus as Annex A-1 and Annex A-2), pursuant to which, among other things, following the domestication and transfer by way of continuation of IRHO to the State of Delaware as described below, the merger of Merger Sub with and into Electra (the “Merger”), with Electra surviving the Merger, in accordance with the terms and subject to the conditions of the Merger Agreement, and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), to be approved, ratified and confirmed in all respects.”

Recommendation of the IRHO Board

THE IRHO BOARD UNANIMOUSLY RECOMMENDS THAT IRHO SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The IRHO Board believes that the Business Combination Proposal to be presented at the extraordinary general meeting is in the best interests of IRHO’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal.

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination” for a further discussion.

The Domestication Proposal

Overview

As discussed in this proxy statement/prospectus, if the Business Combination Proposal is approved, then IRHO is asking its shareholders to approve the Domestication Proposal. Under the Merger Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Merger. If, however, the Domestication Proposal is approved, but the Business Combination Proposal is not approved, then neither the Domestication nor the Merger will be consummated.

As a condition to Closing the Merger, the IRHO Board has unanimously approved a change of IRHO’s jurisdiction of incorporation by de-registering as an exempted company from the Register of Companies in the Cayman Islands (the “Cayman Registrar”) and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the Cayman Constitutional Documents, Section 388 of the DGCL, and Part XII of the Companies Act. To effect the Domestication, IRHO will (i) file a notice of de-registration with the Cayman Registrar, together with the necessary accompanying documents, (ii) file a certificate of corporate domestication (the “Certificate of Domestication”) with the Secretary of State of the State of Delaware, together with the Proposed Charter, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, and (iii) obtain a certificate of de-registration from the Cayman Registrar, pursuant to which IRHO will be domesticated and continue as a Delaware corporation. In connection with the Domestication and simultaneously with the Proposed Transaction, the corporate name of IRHO will change to “ELECTRA AI, Inc.”

In accordance with applicable law, the Certificate of Domestication will provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder, (i) each then issued and outstanding ordinary share of IRHO, par value $0.0001 per share (each, an “IRHO Ordinary Share”), will convert automatically, on a one-for-one basis, into one Parent Class A Common Share; (ii) each then issued and outstanding right entitling the holder thereof to 1/10 of one IRHO Ordinary Share (each, an “IRHO Right”) shall convert automatically into a right to receive 1/10 of one Parent Class A Common Share at the Closing, pursuant to the Parent Rights Agreement dated as of December 16, 2025, by and between IRHO and Continental Stock Transfer & Trust Company, as Rights agent; and (iii) each then issued and outstanding unit of IRHO (each, an “IRHO Unit”) shall separate and convert automatically into one Parent Class A Common Share and a right to receive 1/10 of one Parent Class A Common Share at the Closing.

The Domestication Proposal, if approved, will approve a change of IRHO’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while IRHO is currently governed by the Companies Act, upon the Domestication, Electra Pubco will be governed by the DGCL. IRHO encourages shareholders to carefully consult the information in “Comparison of Corporate Governance and Shareholder Rights”.

Reasons for the Domestication

The IRHO Board believes that it would be in the best interests of IRHO, simultaneously with the completion of the Proposed Transaction, to effect the Domestication. Further, the IRHO Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. In addition, because Electra Pubco will operate within the United States following the Proposed Transaction, it was the view of the IRHO Board that Electra Pubco should be structured as a corporation organized in the United States.

The IRHO Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of IRHO and its shareholders. These additional reasons can be summarized as follows:

•        Prominence, Predictability and Flexibility of Delaware Law.    For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing

legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as Electra Pubco’s.

•        Well-Established Principles of Corporate Governance.    There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. IRHO believes such clarity would be advantageous to Electra Pubco, the Electra Pubco Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for Electra Pubco’s stockholders from possible abuses by directors and officers.

•        Increased Ability to Attract and Retain Qualified Directors.    Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and stockholders alike. Electra Pubco’s incorporation in Delaware may make Electra Pubco more attractive to future candidates for the Electra Pubco Board, because many such candidates are already familiar with Delaware corporate law from their past business experiences. To date, IRHO has not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification (as discussed below) - draw such qualified candidates to Delaware corporations. The IRHO Board therefore believes that providing the benefits afforded directors by Delaware law will enable Electra Pubco to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for IRHO’s stockholders from possible abuses by directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, IRHO believes that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a company’s ability to limit director liability. As a result, IRHO believes that the corporate environment afforded by Delaware will enable Electra Pubco to compete more effectively with other public companies in attracting and retaining new directors.

Reasons for the Name Change

The IRHO Board believes that it would be in the best interests of IRHO to, in connection with the Domestication and simultaneously with the Business Combination, change the corporate name to “ELECTRA AI, Inc.” in order to more accurately reflect the business purpose and activities of Electra Pubco.

Regulatory Approvals; Third-Party Consents

IRHO is not required to make any filings or to obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries in order to complete the Domestication. However, because the Domestication must occur simultaneously with the Merger, it will not occur unless the Merger can be completed, which will require the approvals as described under “The Business Combination Proposal”. IRHO must comply with applicable United States federal and state securities laws in connection with the Domestication, including the filing with Nasdaq of a press release disclosing the Domestication, among other things.

The Domestication will not breach any covenants or agreements binding upon IRHO and will not be subject to any additional federal or state regulatory requirements, except compliance with the laws of the Cayman Islands and Delaware necessary to effect the Domestication.

Proposed Charter and Proposed Bylaws

Commencing with the effective time of the Domestication, which will be the effective time of the Business Combination, the Proposed Charter and the Proposed Bylaws will govern the Rights of stockholders in Electra Pubco.

A chart comparing your rights as a holder of IRHO Ordinary Shares as a Cayman Islands exempted company with your rights as a holder of the shares of Electra Pubco Common Stock can be found in “Comparison of Corporate Governance and Shareholder Rights”.

Accounting Treatment of the Domestication

The Domestication is being proposed solely for the purpose of changing the legal domicile of IRHO. There will be no accounting effect or change in the carrying amount of the assets and liabilities of IRHO as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of IRHO immediately following the Domestication will be the same as those immediately prior to the Domestication.

Vote Required for Approval

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

The Domestication Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Domestication Proposal will have no effect. As of the date of this proxy statement/prospectus, we will need the vote of holders of 8,540,001 Ordinary Shares (or 29%), present in person or by proxy, and entitled to vote to be able to approve the Domestication Proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that Iron Horse Acquisition II Corp. (“IRHO”) be de-registered from the Register of Companies in the Cayman Islands pursuant to Article 46 of the articles of association of the IRHO and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and Part XII of the Companies Act (Revised) of the Cayman Islands (the “Domestication”) and conditional upon, and with effect from, the effective time of the Domestication, and the name of IRHO be changed to “ELECTRA AI, Inc. and the registered office of IRHO be changed to [•].”

Recommendation of the IRHO Board

THE IRHO BOARD UNANIMOUSLY RECOMMENDS THAT IRHO SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

The Stock Issuance Proposal

Overview

Assuming the Business Combination Proposal, the Domestication Proposal and the other Condition Precedent Proposals are approved, IRHO’s shareholders are also being asked to approve, by ordinary resolution, the Stock Issuance Proposal.

Why IRHO Needs Shareholder Approval

Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, such securities are not issued in a public offering for cash and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to an issuance of securities when the issuance or potential issuance will result in a change of control of the issuer.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals to 20% or more of the shares of common stock, or 20% or more of the voting power, outstanding before the issuance.

The aggregate shares of Electra Pubco Common Stock that Electra Pubco will and potentially will issue in connection with the Proposed Transaction will exceed 20% of both the voting power and the shares of Electra Pubco Common Stock outstanding before such issuance and may result in a change of control under the applicable Nasdaq Listing Rules. Accordingly, IRHO is seeking the approval of IRHO shareholders for the issuance of shares of Electra Pubco Common Stock in connection with the Proposed Transaction.

Vote Required for Approval

The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

The Stock Issuance Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of IRHO Ordinary Shares. The Sponsor, which includes among its members each of the directors and officers of IRHO, owns 5,750,000 Founder Shares, 370,000 Private Placement Units, and Cantor owning 200,000 Private Placement Units. As a result, as of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares. Accordingly, we would only need 8,540,001 IRHO Ordinary Shares (or 29%) to approve the Stock Issuance Proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Electra Pubco Common Stock to Electra equityholders pursuant to the Merger Agreement, and any other persons pursuant to subscription, purchase or similar agreements IRHO may enter into prior to Closing be approved in all respects.”

Recommendation of the IRHO Board

THE IRHO BOARD UNANIMOUSLY RECOMMENDS THAT IRHO SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STOCK ISSUANCE PROPOSAL.

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

The Organizational Documents Proposal

If the Domestication Proposal is approved and the Business Combination is consummated, IRHO will replace the Cayman Constitutional Documents, under the Companies Act, with the Proposed Charter and the Proposed Bylaws of Electra Pubco and change the name of IRHO to “ELECTRA AI, Inc.”, in each case, pursuant to the DGCL.

IRHO’s shareholders are asked to consider and vote upon and to adopt the Proposed Organizational Documents in connection with the replacement of the Cayman Constitutional Documents with the Proposed Organizational Documents. The Organizational Documents Proposal is conditioned on the approval of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of IRHO Ordinary Shares.

Reasons for the Amendments

The IRHO Board’s reasons for proposing the Proposed Organizational Documents are set forth below. The following is a summary of the key changes effected by the Proposed Organizational Documents, but this summary is qualified in its entirety by reference to the full text of the Proposed Charter, a copy of which is included as Annex B-1, and by reference to the full text of the Proposed Bylaws, a copy of which is included as Annex B-2:

•        To change the corporate name from “Iron Horse Acquisition II Corp.” to “ELECTRA AI, Inc.”;

•        To change the total number of shares of our capital stock from (a) 50,000,000 IRHO Ordinary Shares, and 1,000,000 preference shares, par value $0.0001 per share, of IRHO to (b) _______________Class A common stock, par value $0.0001 per share, ____________ Class B common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share, of Electra Pubco; and

•        To authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Charter and the Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively).

Resolution to be Voted Upon

The full text of the resolutions to be passed is as follows:

“RESOLVED, as a special resolution, that the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter and Proposed Bylaws (copies of which are attached to the proxy statement/prospectus as Annex B-1 and Annex B-2, respectively), with such principal changes as described in the Advisory Organizational Documents Proposals 5A through 5F.”

Vote Required for Approval

The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the IRHO Ordinary Shares, who, being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

The Organizational Documents Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of IRHO Ordinary Shares. The Sponsor, which includes among its members each of the directors and officers of IRHO, owns 5,750,000 Founder Shares, 370,000 Private Placement Units, and Cantor owning 200,000 Private Placement Units. As a result, as of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 22% of the issued and outstanding IRHO Ordinary Shares and have the right to vote approximately 22% of the issued and outstanding IRHO Ordinary Shares. Accordingly, we will need the vote of holders of 13,236,440 Ordinary Shares (or 45%), present in person or by proxy, and entitled to vote to be able to approve the Organizational Documents Proposal.

Recommendation of the IRHO Board

THE IRHO BOARD UNANIMOUSLY RECOMMENDS THAT IRHO SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL.

The existence of financial and personal interests of one or more of IRHO’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of IRHO and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, IRHO’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of IRHO’s Directors and Officers and Others in the Business Combination” for a further discussion.

The Advisory Organizational Documents Proposals

Overview

IRHO’s shareholders are also being asked to vote on a separate proposal with respect to certain governance provisions in the Proposed Organizational Documents, which are separately being presented in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions and which will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by the Companies Act or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, IRHO is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory in nature, and are not binding on IRHO or the IRHO Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the advisory charter proposals (separate and apart from approval of the Organizational Documents Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on this proposal, IRHO intends that the Proposed Organizational Documents will take effect at the Closing (assuming approval of the Organizational Documents Proposal).

The Proposed Organizational Documents differ materially from the Cayman Constitutional Documents. The following table sets forth a summary of the principal changes proposed between the Cayman Constitutional Documents and the Proposed Organizational Documents. This summary is qualified by reference to the complete text of the Cayman Constitutional Documents of IRHO, the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B-1, and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex B-2. All shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms. Additionally, as the Cayman Constitutional Documents are governed by the Companies Act and the Proposed Organizational Documents will be governed by the DGCL, IRHO encourages shareholders to carefully consult the information set out under the section entitled “Comparison of Corporate Governance and Shareholder Rights”.