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    Iris Acquisition Corp filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    8/23/24 4:10:19 PM ET
    $IRAA
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    Get the next $IRAA alert in real time by email
    false 0001831874 0001831874 2024-08-23 2024-08-23 0001831874 IRAAU:UnitMember 2024-08-23 2024-08-23 0001831874 us-gaap:CommonClassAMember 2024-08-23 2024-08-23 0001831874 us-gaap:WarrantMember 2024-08-23 2024-08-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported):  August 23, 2024

     

    IRIS ACQUISITION CORP

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40167   85-3901431
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    3rd Floor Zephyr House

    122 Mary Street, George Town

    PO Box 10085

    Grand Cayman KY1-1001, Cayman Islands

    (Address of principal executive offices) (Zip Code)  

     

    Registrant’s telephone number, including area code: 971 43966949

     

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading
    Symbol(s)
      Name of each
    exchange on
    which registered
             
    Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant   IRAAU   The Nasdaq Stock Market LLC
             
    Class A Common Stock, par value $0.0001 per share   IRAA   The Nasdaq Stock Market LLC
             
    Warrants, each exercisable for one share of Class A Common Stock $11.50 per share   IRAAW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company x

     

    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 13(a) of the Exchange Act. ¨

     

     

     

     

     

    Item 8.01Other Events.

     

    On August 23, 2024, the Company’s board of directors (the “Board”) cancelled its previously announced special meeting of stockholders, which was scheduled for 10:00 a.m. (Eastern Time) on August 29, 2024 (the “Special Meeting”), as further described in its definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2024.

     

    The Company intends to call a new special meeting of stockholders (the “Rescheduled Special Meeting”) at which it plans to seek stockholder approval for the transactions contemplated by the business combination agreement and related matters.

     

    Once set by the Board, the Company will announce the new record date and meeting date for the Rescheduled Special Meeting by filing with the SEC and delivering to stockholders an updated proxy statement on Schedule 14A.

     

    Forward Looking Statements

     

    Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “anticipates,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company can successfully hold the New Special Meeting. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

     

    Item 9.01Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    99.1   Press Release
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

     

     

     

    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
    Dated: August 23, 2024  
         
      By: /s/ Sumit Mehta
        Name: Sumit Mehta
        Title: Chief Executive Officer

     

     

     

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