UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40167

IRIS ACQUISITION CORP

(Exact name of registrant as specified in its charter)



Delaware		85-3901431
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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)

971 4 3966949

(Registrant’s telephone number, including area code)

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 Capital Market LLC

Class A Common Stock, par value $0.0001 per share	IRAA	The Nasdaq Capital Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	IRAAW	The Nasdaq Capital Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by the 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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of January 12, 2024, there were 7,306,609 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and 0 shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

IRIS ACQUISITION CORP

TABLE OF CONTENTS

		Page
PART I- FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements

	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

SIGNATURES		30

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

IRIS ACQUISITION CORP

CONDENSED BALANCE SHEETS


	September 30, 2023		December 31, 2022
	(Unaudited)
Assets
Current assets
Cash	$	337,721	$	280,640
Due from Sponsor		1,256		1,256
Prepaid expenses and other current assets		17,500		78,753
Total current assets		356,477		360,649
Cash and cash equivalents held in Trust Account		4,201,546		15,127,621
Total Assets	$	4,558,023	$	15,488,270

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	2,219,220	$	1,489,462
Due to related party		75,000		75,000
Franchise tax payable		56,400		447,133
Income taxes payable		366,365		539,823
Excise tax payable		103,587		—
Promissory note – related party		1,433,720		1,040,000
Promissory note - Liminatus		350,000		—
Total current liabilities		4,604,292		3,591,418
Deferred underwriting fee payable		9,660,000		9,660,000
Warrant liability		499,920		942,646
Total Liabilities		14,764,212		14,194,064

Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption, 406,609 and 1,413,104 shares at $9.82 and $10.71 redemption value at September 30, 2023 and December 31, 2022, respectively		3,991,065		15,127,621

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; 6,900,000 and 0 shares issued and outstanding (excluding 406,609 and 1,413,104 shares subject to possible redemption) at September 30, 2022 and December 31, 2022, respectively		690		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 0 and 6,900,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		—		690
Additional paid-in capital		140,000		140,000
Accumulated deficit		(14,337,944)		(13,974,105)
Total Stockholders’ Deficit		(14,197,254)		(13,833,415)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	4,558,023	$	15,488,270

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

IRIS ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
Formation and operating costs	$	(676,321)	$	(258,685)	$	(1,943,512)	$	(1,135,308)
Forgiveness of unrelated vendor payables		—		579,989		275,000		579,989
(Loss) income from operations		(676,321)		321,304		(1,668,512)		(555,319)

Other income (expense):
Unrealized (loss) gain on fair value of warrant liabilities		(45,822)		1,261,428		442,726		9,866,638
Interest income on marketable securities held in Trust Account		421,853		36,037		506,550		203,947
Unrealized gain on investments held in Trust Account		—		1,256,457		—		888,375
Total other income, net		376,031		2,553,922		949,276		10,958,960
(Loss) income before provision for income taxes		(300,290)		2,875,226		(719,236)		10,403,641
Provision for income taxes		(23,601)		(143,750)		(20,387)		(143,750)
Net (loss) income	$	(323,891)	$	2,731,476	$	(739,623)	$	10,259,891

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		1,977,122		27,600,000

SEC Form 10-Q filed by Iris Acquisition Corp