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 quarter ended March 31, 2026

☐ 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: 001-43095

IRIS ACQUISITION CORP II

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

OT 09-31 Central Park Towers Offices Dubai International Financial Centre PO Box 941641 Dubai, United Arab Emirates		N/A
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +971-4-3966949

N/A

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

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 Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	IRABU	NYSE
Class A ordinary shares, par value $0.0001 per share	IRAB	NYSE
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	IRABW	NYSE

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 definitions 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 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 May 14, 2026, there were 17,288,000 Class A ordinary shares, $0.0001 par value and 5,616,667 Class B ordinary shares, $0.0001 par value, issued and outstanding.

IRIS ACQUISITION CORP II

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements		1
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		1
Condensed Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)		2
Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 (Unaudited)		3
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		17
Item 4. Controls and Procedures		17
Part II. Other Information
Item 1. Legal Proceedings		18
Item 1A. Risk Factors		18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3. Defaults Upon Senior Securities		18
Item 4. Mine Safety Disclosures		18
Item 5. Other Information		18
Item 6. Exhibits		19
Part III. Signatures		20

	March 31, 2026			December 31, 2025
	(Unaudited)
ASSETS
Cash	$	854,833		$	—
Prepaid expense and insurance		76,410			—
Total Current Assets		931,243			—
Deferred offering costs		—			139,598
Long-term prepaid insurance		56,629			—
Cash held in Trust Account		169,419,562			—
TOTAL ASSETS	$	170,407,434		$	139,598

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	97,863		$	23,592
Offering costs payable		134,029			83,223
Short-term loan		84,634			—
Promissory note - related party		—			75,806
Total Current Liabilities		316,526			182,621
Deferred underwriting fee payable		7,115,000			—
Total Liabilities		7,431,526			182,621

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 16,850,000 and no shares at a redemption value of $10.05 and $0 per share as of March 31, 2026 and December 31, 2025, respectively		169,419,562			—

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of March 31, 2026 and December 31, 2025, respectively		—			—
Class A ordinary shares, $0.0001 par value; 239,000,000 shares authorized; 438,000 and no shares issued or outstanding (excluding 16,850,000 and no shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively		44			—
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,616,667 and 5,750,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively ⁽¹⁾		562			575
Stock subscription receivable from Sponsor		(21,960	)		—
Additional paid-in capital		—			24,425
Accumulated deficit		(6,422,300	)		(68,023	)
Total Shareholders’ Deficit		(6,443,654	)		(43,023	)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	170,407,434		$	139,598

General and administrative costs	$	144,112
Loss from operations		(144,112	)

Other income (expense):
Interest earned on cash held in Trust Account		919,562
Interest expense on short-term loan		(1,515	)
Total other income (expense)		918,047
Net income	$	773,935

Weighted average shares outstanding, Class A redeemable ordinary shares		10,412,921

Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.05

Weighted average shares outstanding, Class A non-redeemable and Class B ordinary shares ⁽¹⁾		5,651,761

Basic net income per share, Class A non-redeemable and Class B ordinary shares	$	0.05

Weighted average shares outstanding, Class A non-redeemable and Class B ordinary shares ⁽¹⁾		5,887,341

Diluted net income per share, Class A non-redeemable and Class B ordinary shares	$	0.05

	Class A Ordinary Shares				Class B Ordinary Shares ⁽¹⁾						Stock Subscription			Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Receivable			Capital			Deficit			Deficit
Balance — January 1, 2026		—	$	—		5,750,000		$	575		$	—		$	24,425		$	(68,023	)	$	(43,023	)

Sale of 438,000 Private Placement Units		438,000		44		—			—			(21,960	)		4,379,956			—			4,358,040

FV of Public Warrants at issuance		—		—		—			—			—			5,120,715			—			5,120,715

Forfeiture of Founder Shares		—		—		(133,333	)		(13	)		—			13			—			—

Allocated value of transaction costs to Warrants and Private Placement Units		—		—		—			—			—			(334,888	)		—			(334,888	)

Accretion for Class A ordinary shares to redemption amount		—		—		—			—			—			(9,190,221	)		(7,128,212	)		(16,318,433	)

Net income		—		—		—			—			—			—			773,935			773,935

Balance – March 31, 2026		438,000	$	44		5,616,667		$	562		$	(21,960	)	$	—		$	(6,422,300	)	$	(6,443,654	)

	For the Three Months Ended March 31,
	2026
Cash Flows from Operating Activities:
Net income	$	773,935
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash held in Trust Account		(919,562	)
Payment of general and administrative expenses through promissory note – related party		49,743
Changes in operating assets and liabilities:
Prepaid expenses and insurance		1,938
Long-term prepaid insurance		10,370
Accounts payable and accrued expenses		73,776
Net cash used in operating activities		(9,800	)

Cash Flows from Investing Activities:
Cash held in Trust Account		(168,500,000	)
Net cash used in investing activities		(168,500,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		165,505,000
Proceeds from sale of Private Placement Units		4,380,000
Repayments of short-term loan		(48,867	)
Repayment of promissory note – related party		(421,500	)
Payment of offering costs		(50,000	)
Net cash provided by financing activities		169,364,633

Net Change in Cash		854,833
Cash – Beginning of period		—
Cash – End of period	$	854,833

Supplementary cash flow information:
Cash paid for interest on short-term loan	$	1,515

Non-Cash investing and financing activities:
Forfeiture of Founder Shares	$	13
Offering costs included in offering costs payable	$	50,806
Deferred offering costs paid through promissory note – related party	$	262,640
Prepaid services contributed by Sponsor through promissory note - related party	$	11,351
Prepaid insurance funded through short-term loan	$	133,994
Accretion of Class A ordinary shares to redemption value	$	16,318,433
Offering cost included in equity	$	334,888
Deferred underwriting fee payable	$	7,115,000

Gross proceeds	$	168,500,000
Less:
Proceeds allocated to Public Warrants		(5,120,715	)
Class A ordinary shares issuance costs		(10,278,156	)
Plus:
Remeasurement of carrying value to redemption value		16,318,433

Class A ordinary shares subject to possible redemption, March 31, 2026	$	169,419,562

	For the Three Months Ended March 31, 2026
	Class A Redeemable Ordinary Shares		Class A non- redeemable and Class B Ordinary Shares
Basic net income per share:
Numerator:
Allocation of net income	$	501,655	$	272,280
Denominator:
Weighted-average shares outstanding		10,412,921		5,651,761
Basic net income per ordinary share	$	0.05	$	0.05

	For the Three Months Ended March 31, 2026
General and administrative costs	$	144,112
Interest expense on short-term loan	$	1,515
Interest earned on cash held in Trust Account	$	919,562

	Level		March 31, 2026		December 31, 2025
Assets:
Cash held in Trust Account		1	$	169,419,562	$	—

	As of February 4, 2026
Implied Class A share price	$	9.70
Expected term to De-SPAC		1.49
Warrant term		6.49
Probability of De-SPAC and Market Adjustment		53.0	%
Risk-free rate (continuous)		3.72	%
Selected volatility		8.7	%

No.		Description of Exhibit
1.1		Underwriting Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC , as representative of the underwriters. (1)
3.1		Amended and Restated Memorandum and Articles of Association. (1)
4.1		Warrant Agreement, dated as of February 2, 2026, by and between Iris Acquisition Corp II and Odyssey Transfer & Trust Company, as warrant agent. (1)
10.1		Letter Agreement, dated February 2, 2026, by and among the, Iris Acquisition Corp II, the initial shareholders and the officers and directors of the Company. (1)
10.2		Investment Management Trust Agreement, dated as of February 2, 2026, by and between the Iris Acquisition Corp II and Odyssey Transfer & Trust Company, as trustee. (1)
10.3		Registration Rights Agreement, dated as of February 2, 2026, by and among the Iris Acquisition Corp II and certain security holders of the Company. (1)
10.4		Private Units Subscription Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and Iris Acquisition Holdings II LLC. (1)
10.5		Private Units Subscription Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and the Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC , a copy of which is attached as Exhibit 10.5 and incorporated herein by reference. (1)
10.6		Indemnity Agreement, dated as of February 2, 2026, by and between Iris Acquisition Corp II and each of the officers and directors of the Company. (1)
10.7		Administrative Services Agreement, dated February 2, 2026, by and between the Iris Acquisition Corp II and Iris Acquisition Holdings II LLC. (1)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		InlineXBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

*	Filed herewith.
**	Furnished herewith
(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2026 and incorporated by reference herein.

	IRIS ACQUISITION CORP II

Date: May 14, 2026	By:	/s/ Sumit Mehta
	Name:	Sumit Mehta
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 14, 2026	By:	/s/ Lisha Parmer
	Name:	Lisha Parmer
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Iris Acquisition Corp II