10-Q 1 iraa-20220930x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2022

☐ 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)		(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 and zip code)

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

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,” and “smaller reporting 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 November 14, 2022, there were 27,600,000 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and 6,900,000 shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Controls and Procedures	21

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

SIGNATURES		25


	September 30, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets
Cash	$	130,665	$	336,228
Due from Sponsor		1,256		1,256
Prepaid expenses and other current assets		206,835		84,438
Total current assets		338,756		421,922
Investments held in Trust Account		277,109,164		276,016,842
Total Assets	$	277,447,920	$	276,438,764

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	446,714	$	1,090,389
Due to related party		75,000		90,000
Franchise tax payable		350,829		200,000
Income taxes payable		2,232		—
Promissory note – related party		840,000		—
Total current liabilities		1,714,775		1,380,389
Deferred underwriting fee payable		9,660,000		9,660,000
Deferred tax liability		141,518		—
Warrant liability		662,872		10,529,510
Total Liabilities		12,179,165		21,569,899

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, 27,600,000 shares at $10.00 redemption value at September 30, 2022 and December 31, 2021		277,109,164		276,000,000

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; 0 shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		690		690
Additional paid-in capital		140,000		—
Accumulated deficit		(11,981,099)		(21,131,825)
Total Stockholders’ Deficit		(11,840,409)		(21,131,135)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	277,447,920	$	276,438,764


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Formation and operating costs	$	258,685	$	295,522	$	1,135,308	$	1,088,776
Forgiveness of unrelated vendor payables		(579,989)		—		(579,989)		—
Income (loss) from operations		321,304		(295,522)		(555,319)		(1,088,776)

Other income (expense):
Gain on change in fair value of warrant liability		1,261,428		7,051,822		9,866,638		6,621,736
Interest income on marketable securities held in Trust Account		36,037		5,673		203,947		9,983
Unrealized gain on investments held in Trust Account		1,256,457		—		888,375		—
Offering costs		—		—		—		(606,622)
Excess of fair value of Private Warrants over proceeds received		—		—		—		(298,825)
Total other income		2,553,922		7,057,495		10,958,960		5,726,272
Income before provision for income taxes		2,875,226		6,761,973		10,403,641		4,637,496
Provision for income taxes		(143,750)		—		(143,750)		—
Net income	$	2,731,476	$	6,761,973	$	10,259,891	$	4,637,496

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		27,600,000		27,600,000		27,600,000		27,600,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.08	$	0.20	$	0.30	$	0.13
Basic and diluted weighted average shares outstanding, Class B common stock		6,900,000		6,900,000		6,900,000		6,900,000
Basic and diluted net income per share, Class B common stock	$	0.08	$	0.20	$	0.30	$	0.13


		Class B			Additional				Total
	Common Stock				Paid-in		Accumulated		Stockholders’
	Shares		Amount		Capital		Deficit		Deficit
Balance - December 31, 2021		6,900,000	$	690	$	—	$	(21,131,825)	$	(21,131,135)
Net income		—		—		—		3,815,727		3,815,727
Balance as of March 31, 2022 (Unaudited)		6,900,000	$	690	$	—	$	(17,316,098)	$	(17,315,408)
Forgiveness of payable due to an affiliate of the Sponsor		—		—		140,000		—		140,000
Remeasurement of Class A common stock to redemption amount		—		—		—		183,329		183,329
Net income		—		—		—		3,712,688		3,712,688
Balance as of June 30, 2022 (Unaudited)		6,900,000		690		140,000		(13,420,081)		(13,279,391)
Remeasurement of Class A common stock to redemption amount		—		—		—		(1,292,494)		(1,292,494)
Net income		—		—		—		2,731,476		2,731,476
Balance as of September 30, 2022 (Unaudited)		6,900,000	$	690	$	140,000	$	(11,981,099)	$	(11,840,409)


	Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net income	$	2,185,181	$	546,295	$	5,409,578	$	1,352,395	$	8,207,913	$	2,051,978	$	3,709,997	$	927,499
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		27,600,000		6,900,000		27,600,000		6,900,000		27,600,000		6,900,000
Basic and diluted net income per share	$	0.08	$	0.08	$	0.20	$	0.20	$	0.30	$	0.30	$	0.13	$	0.13


Gross proceeds from IPO	$	276,000,000
Less:
Proceeds allocated to Public Warrants		(10,503,221)
Common stock issuance costs		(15,021,271)
Plus:
Accretion of carrying value to redemption value		25,524,492

Class A common stock subject to possible redemption as December 31, 2021	$	276,000,000
Less: Remeasurement of carrying value to redemption value		(183,329)
Class A common stock subject to possible redemption as June 30, 2022		275,816,671
Plus: Accretion of carrying value to redemption value		1,292,493
Class A common stock subject to possible redemption as September 30, 2022	$	277,109,164


Description	Amount at Fair Value		Level 1		Level 2		Level 3
September 30, 2022
Assets:
Investments held in Trust Account:
Money Market investments	$	277,109,164	$	277,109,164	$	—	$	—
Liabilities:
Public Warrants	$	372,099	$	372,099	$	—	$	—
Private Warrants	$	290,773	$	—	$	—	$	290,773
December 31, 2021
Assets:
Investments held in Trust Account:
Money Market Funds	$	276,016,842	$	276,016,842	$	—	$	—
Liabilities:
Private Warrants	$	4,594,820	$	—	$	—	$	4,594,820
Public Warrants	$	5,934,690	$	5,934,690	$	—	$	—


					March 9, 2021 (Initial
	September 30, 2022		December 31, 2021		Measurement)
Risk-free interest rate	4.04	%	1.30	%	1.09	%
Expected term (years)	5.50		5.40		6.31
Expected volatility	4.5	%	13.6	%	24.3	%
Exercise Price	11.50		11.50		11.50


Fair value at issuance March 9, 2021	$	18,322,046
Change in fair value		659,945
Fair value at March 31, 2021		18,981,991
Public Warrants reclassified to level 1		(9,108,000)
Change in fair value		(229,859)
Fair value at June 30, 2021		9,644,132
Change in fair value		(4,222,822)
Fair value at September 30, 2021		5,421,310
Change in fair value		(826,490)
Fair value at December 31, 2021		4,594,820
Change in fair value		(1,977,860)
Fair value at March 31, 2022		2,616,960
Change in fair value		(1,789,760)
Fair value at June 30, 2022		827,200
Change in fair value		(536,427)
Fair value at September 30, 2022	$	290,773

No.		Description of Exhibit

31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief 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 Chief 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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document

SEC Form 10-Q filed by Tribe Capital Growth Corp I