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    Tribe Capital Growth Corp I filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    10/14/22 5:15:57 PM ET
    $ATVC
    Consumer Electronics/Appliances
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    0001831874 false 0001831874 2022-10-10 2022-10-10 0001831874 dei:FormerAddressMember 2022-10-10 2022-10-10 0001831874 IRAAU:UnitMember 2022-10-10 2022-10-10 0001831874 us-gaap:CommonClassAMember 2022-10-10 2022-10-10 0001831874 us-gaap:WarrantMember 2022-10-10 2022-10-10 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

     

      October 10, 2022

    Date of Report (Date of earliest event reported)

     

    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)   (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)  

     

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

     

    Tribe Capital Growth Corp I

    2700 19th Street

    San Francisco, CA 94110

    (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
       
    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       
    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
       
    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

     

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

     

    Title of each class   Trading Symbol   Name of each exchange on which registered
    Units, each consisting of one share of Class A Common Stock, $0.0001 par value and one-fourth of one Redeemable Warrant   IRAAU   The Nasdaq Stock Market LLC
             
    Class A Common Stock, par value $0.0001   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

    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 1.01 Entry into a Material Definitive Agreement.

     

    On October 10, 2022, Iris Acquisition Corp (the “Company”) issued an unsecured promissory note in the aggregate principal amount up to $550,000 (the “Note”) to Iris Acquisition Holdings LLC, the Company’s sponsor (the “Sponsor”). Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $550,000 payable on March 1, 2023. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.

     

    The proceeds of the Note will be used by the Company for working capital purposes.

     

    The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

     

    Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     

    The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

      

    Item 9.01 Financial Statements and Exhibits.

     

    (c) Exhibits

     

    Exhibit No.   Description
    10.1   Form of Promissory Note.
    104   Cover Page Interactive Data File - the cover page XBRL tags are 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.

     

    Dated:  October 14, 2022

     

    IRIS ACQUISITION CORP  
       
    By: /s/ Sumit Mehta  
    Name:  Sumit Mehta  
    Title: Chief Executive Officer  

     

     

     

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