Iris Acquisition Corp filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events
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| Item 4.02 |
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
(a) On January 10, 2025, Iris Acquisition Corp, a Delaware corporation (the “Company”) determined that the unaudited financial statements for the quarters ended June 30, 2024 and September 30, 2024 should no longer be relied upon.
As previously disclosed, on December 13, 2024, the Company was notified that on July 24, 2024, Hana Immunotherapeutics, LLC, an affiliate of Chris Kim, the Chief Executive Officer of Liminatus Pharma, LLC, the counterparty to the Company’s business combination, agreed to loan the buyer of the former managing member of the Company’s sponsor, Iris Acquisition Holdings, LLC (the “Sponsor”), approximately $1.216 million (the “Loan”), to facilitate the acquisition of the former managing member (the “Acquisition”). As a result of the Acquisition, the former managing member, Columbass Limited (“Columbass”), resigned as managing member of the Sponsor on October 30, 2024, and Iris Equity Holdings LLC (“Holdings”) was appointed as managing member of the Sponsor.
Upon reviewing agreements related to the Acquisition entered into by Columbass and the buyer, an affiliate of Holdings, the Company determined that the Loan was a material related party transaction under applicable accounting standards and should have been disclosed in the financial statement disclosures for the periods ending June 30, 2024, and September 30, 2024.
The Audit Committee of the Board of Directors of the Company discussed with Marcum LLP, its independent registered public accounting firm, the matters disclosed in this filing.
| Item 8.01. | Other Events. |
The Company was informed that the previously disclosed Loan was settled through the delivery of shares in a private Korean company on December 29, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IRIS ACQUISITION CORP | ||
| Date: January 14, 2025 | ||
| By: | /s/ Sumit Mehta | |
| Name: Sumit Mehta | ||
| Title: Chief Executive Officer | ||