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): July 26, 2022
IRIS ACQUISITION CORP
(Exact name of registrant as specified in its charter)
Delaware |
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001-40167 |
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85-3901431 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(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, including 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading
Symbol(s) |
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Name of each
exchange on
which registered |
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Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant |
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IRAAU |
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The Nasdaq Stock Market LLC |
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Class A Common Stock, par value $0.0001 per share |
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IRAA |
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The Nasdaq Stock Market LLC |
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Warrants, each exercisable for one share of Class A Common Stock $11.50 per share |
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IRAAW |
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As previously disclosed, on June 1, 2022, Tribe
Capital Markets LLC (“Tribe”) withdrew as a member of our sponsor, Tribe Arrow Holdings I LLC, a Delaware limited liability
company (“Sponsor”). In conjunction with the withdrawal of Tribe as a member of the Sponsor, on July 26, 2022, the following
actions occurred (i) Arjun Sethi resigned in his capacity as Chairman and Chief Executive Officer of Iris Acquisition Corp (formerly known
as Tribe Capital Growth Corp I) (the “Company”), (ii) Henry Ward resigned from his role as an independent director of the
Company, (iii) Omar Chohan resigned from his role as Chief Financial Officer of the Company and (iv) Ted Maidenberg resigned from his
role as Secretary of the Company. These departures were not the result of any disagreement between the Company and such individuals on
any matter relating to the Company’s operations, policies, or practices.
Effective July 26, 2022, the Board of Directors
of the Company subsequently appointed (i) Sumit Mehta to serve as the Company’s Chief Executive Officer, (ii) Lisha Parmar to serve
as the Company’s Chief Financial Officer, and (iii) Omkar Halady to serve as the Vice President of the Company. Rohit Nanani, an
existing director of the Company, will serve as Chairman of the Board of Directors.
Sumit Mehta was previously the Vice President
of the Company. Mr. Mehta has been a Managing Director at Arrow Capital since 2019 where he heads the Special Situations Group focused
on M&A Advisory, Corporate Finance and Private Equity. He has over 17 years of experience in this industry. In his previous role,
starting in 2007, Mr. Mehta was the head of Deal Structuring & Advisory at Daman Investments, one of the leading investment companies
in Dubai and family/ investment office of Gargash Group, a prominent business group in the Gulf Cooperation Council (GCC). Mr. Mehta started
his career with ABN AMRO in India as an investment advisor prior to moving to the Middle East. Mr. Mehta has a BA in Economics from Delhi
University and an MBA from Cass School of Business.
Lisha Parmar is a seasoned financial
services professional with over 13 years of experience in Asset Management, Corporate Finance, M&A and Private Equity advisory
across sectors such as high growth Technology, Consumer care, Automobile, Real Estate, Insurance and Hospitality in global markets.
Lisha is currently a Vice President at Arrow Capital, where she leads origination, strategy, structuring, due-diligence and closing
of buy-side and sell-side M&A advisory, Private Debt and Equity Fund raising and capital market advisory transactions including
working closely with Companies and Founders on driving business growth and value post transaction. Prior to Arrow, Ms. Parmar served
as a Senior Associate at Daman Investments from 2017 to 2019, one of the leading investment companies in Dubai and family/
investment office of the Gargash Group in their Deal Structuring & Advisory Division. Ms. Parmar started her career with
J.P. Morgan & Co in 2009 where she spent 7 years in J.P. Morgan Global Asset Management, responsible for portfolio management,
research and investment analytics of Real Estate and Global Equities Fund Strategies with collectively $100+ billion in client
assets. Ms. Lisha received her Masters in Management Studies in Finance from University of Mumbai and is currently
pursuing a CFA designation.
Omkar Halady has over
11 years of experience in M&A, Private Equity and transactional advisory across sectors such as Education, Hospitality, Healthcare,
Technology, FMCG and Food & Beverage. He has worked closely with founders of tech-driven businesses advising on growth strategy, fund
raising and improving overall operations of company, guiding them through their growth journey. Mr. Halady is currently serving as a Senior
Associate at Arrow Capital since 2021, responsible for buy-side and sell-side advisory transactions, Prior to Arrow, Mr. Halady worked
as a consultant in various GCC based Private Consulting firms such as Ideal Management Consultants (UAE based Consulting Firm) and Falak
Consulting (Bahrain based Consulting Firm) between 2013-2021. Mr. Halady has also served in various analytical roles at Big 4 names such
as Ernst & Young and Grant Thornton from 2010 -2013. Mr. Halady holds a Bachelors of Commerce from Periyar University.
There are no family relationships between Mr.
Mehta, Ms. Parmar, or Mr. Halady and any director, executive officer, or person nominated or chosen by the Company to become a director
or executive officer of the Company that are subject to disclosure under Item 404(d) of Regulation S-K.
There are no transactions between the Company
and Mr. Mehta, Ms. Parmar, or Mr. Halady that are subject to disclosure under Item 404(a) of Regulation S-K.
In connection with these appointment, Mr. Mehta,
Ms. Parmar, and Mr. Halady are expected to enter into indemnity agreements and letter agreements with the Company on the same terms as
the indemnity agreements and letter agreement entered into by the directors and officers of the Company at the time of the Company’s
initial public offering.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Additionally, in connection with the resignation
of Tribe as a member of the Sponsor, the Company’s Board of Directors (the “Board”) deemed it beneficial to the Company
and its stockholders to change the Company’s name from Tribe Capital Growth Corp I to Iris Acquisition Corp (the “Name Change”).
Accordingly, on July 26, 2022, the Company filed, with the Delaware Secretary of State, a Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of the Company to effect the name change (the “Certificate of Amendment”). The Certificate
of Amendment provided that the Name Change would be effective upon filing. The Certificate of Amendment is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
The Name Change was approved by the Board by written
consent in lieu of a meeting on July 26, 2022. Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval is
not required to complete the Name Change and or to approve or effect the Certificate of Amendment.
As a result of the Name Change, the Company also
amended and restated its bylaws, solely to change the name of the Company included therein. The Amended and Restated Bylaws are attached
hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 27, 2022, the Company issued a press release
announcing its name change to Iris Acquisition Corp and changes in the management of the Company. A copy of the press release is furnished
as Exhibit 99.1 hereto.
Item 8.01 Other Events.
We were previously
affiliated with Tribe Capital Management LLC (“TCM”), an SEC-registered investment adviser. Tribe recently forfeited all
of the interests it owned in our sponsor, Tribe Arrow Holdings I LLC, to Arrow Capital (“Arrow”) and affiliates of Tribe
have resigned from their roles as officers and directors of the Company. In addition, TCM has terminated its investment advisory
relationship with the Company with the consent and approval of our Board of Directors. In connection with Tribe’s withdrawal
from the Sponsor, all amounts previously owed by the Company to TCM have been forgiven and that certain Administrative Support
Agreement between the Company and TCM has been terminated. Following the termination of these relationships and resignation of
Tribe, TCM and its and their affiliates (the “Tribe Entities”), the Tribe Entities intend to play no further role in the
operations of our Company.
In connection with the
resignation of Tribe as a member of the Sponsor, the Company’s strategy to identify a target business has been revised as described
below and supersedes in all respects any description of the Company’s investment team, strategy, methods of sourcing, and intended
operations set forth in prior filings, including without limitation the following sections and subsections of the Company’s Form
S-1 (as amended from time to time) filed on January 25, 2021: “Introduction”, “Our Mission and Competitive
Advantages”, “Business Combination Criteria”, “Sourcing of Potential Initial Business Combination
Targets”, “Proposed Business”, and “Investment Team”.
General
Arrow is a boutique asset manager and investment
advisory firm that is a registered investment management company with offices in Dubai (regulated by Dubai Financial Services Authority
– DFSA) and Mauritius (regulated by Financial Services Commission – FSC).
There is no restriction
in the geographic location or business of targets we can pursue. However, with the recent change of management, we intend to prioritize
(i) emerging markets followed by the United States and rest of Asia (excluding China and Hong Kong), and (ii) technology-led companies
focused on essential sectors.
Our Management Team
We are led by individuals
with decades of executive investment experience across several sectors and investment strategies. They collectively possess a deep understanding
of and experience in investing and operating companies in sectors such as healthcare, retail, technology, fast-moving consumer goods (FMCG),
consumer care, among others, and possess strong knowledge and experience in financial, legal and regulatory matters, initial public offerings,
private equity and venture capital. The management team and Board of Directors will be supported by Arrow’s investment team and
the broader Arrow Capital organization.
Our Investment Team
Arrow’s investment team
brings together a wealth of experience across investment banking, mergers & acquisitions, and asset management. Our investment team
is further complemented by world-class support functions across legal, compliance, tax and finance. That team has deep experience in:
| · | sourcing, structuring and executing investment
opportunities across the public-private spectrum; |
| · | leveraging insights and experience through proprietary
deal flow and investments, helping to qualify and optimize financial structures, performance and strategy of a company; and |
| · | creating long-term shareholder value through
identifying value enhancements and delivering operating efficiency. |
Our Board of Directors
Rohit Nanani has
served as one of our directors since March 2021 and has served as the Chairman of the Board of Directors since July 2022. Mr. Nanani
is the Founder and CEO of Arrow Capital, which he founded in 2016, a boutique asset manager and investment advisory firm. Mr. Nanani
has a proven track record as an international banker with 20+ years of experience in global financial markets. He has held several
executive positions across notable global institutions, including as a Managing Director with Barclays Bank Plc (DIFC –
Dubai), starting in 2013, and heading the GSAC (South Asian Clients) business and as Executive Director at UBS Singapore commencing
in 2009, having clientele across South East Asia, Middle East, Africa and UK. Prior to his private banking experience, Mr. Nanani
spent ten years with global institutions such as ABN AMRO and Bank of Nova Scotia in India in the Corporate Banking business. His
rich and varied experience across corporate banking and private banking gives him an advantage in providing holistic advisory
services to ultra-high net worth clients and large family offices. Mr. Nanani has a Bachelor of Commerce degree in Accounting,
Finance and Economics from Delhi University and a Post-Graduate Diploma in Business Management from M.S. Ramaiah Institute of
Management. We believe Mr. Nanani is well qualified to serve as a Director given his deep experience in finance, global banking, and
serving the requirements of ultra-high net worth clients across Asia and Middle East.
Richard Peretz has served
as one of our directors since March 2021. Mr. Peretz recently retired as the chief financial officer and treasurer of UPS, which he served
from 2015 to 2020. Mr. Peretz was responsible for Global Finance activities at UPS. He also served as a member of the UPS Management Committee,
setting strategy for long-term growth including the current capital structure realignment and transformation initiatives. Mr. Peretz was
also responsible for UPS’s Initial Public Offering in 1999, at the time the largest in U.S. history. Prior to being named CFO, Mr.
Peretz held various leadership positions at UPS, including corporate controller and treasurer from 2007-2015. Mr. Peretz graduated with
an MBA from Emory University and a bachelor’s degree in Business Administration (BBA) from University of Texas - San Antonio. We
believe Mr. Peretz is well qualified to serve as Director given his extensive experience in private and public companies, his roles as
CFO and Treasurer of a multinational corporation and vast experience in management.
Duriya Farooqui has served
as one of our directors since March 2021. Ms. Farooqui has been an independent director at InterContinental Hotels Group PLC (NYSE: IHG)
as of 2020, and at Intercontinental Exchange, Inc. (NYSE: ICE) since 2017. She also serves on the boards of NYSE and ICE NGX, all of which
are ICE subsidiaries. Most recently, between 2019 and 2020, Ms. Farooqui was president of supply chain innovation at Georgia Pacific,
leading an innovation organization where over 40 companies came together to solve supply chain challenges through rapid experimentation,
digital technology and collaboration. Ms. Farooqui was previously executive director of Atlanta Committee for Progress (ACP), a coalition
of leading CEOs addressing critical economic development issues for Atlanta; a role she held from 2016 to 2018. Ms. Farooqui was a principal
at Bain & Company from 2014 to 2016. She served the City of Atlanta through several leadership positions including, chief operating
officer from 2011 to 2013, deputy chief operating officer from 2010 to 2011 and director from 2007 to 2009. At the start of her career,
she worked with the Center for International Development at Harvard University, The World Bank, and the Center for Global Development.
Ms. Farooqui is a Trustee of the Woodruff Arts Center and Agnes Scott College. She holds a Bachelor of Arts degree in Economics and Mathematics
from Hampshire College and a Master of Public Administration in International Development from the Kennedy School of Government at Harvard
University. We believe Ms. Farooqui is well qualified to serve as a Director due to her experience as a public company director and management
experience.
Business Strategy
Going forward, our strategy is
to identify a business combination that we believe can benefit from our experience and strategic guidance, thus creating long-term value
for our shareholders. We believe opportunities exist to target and combine with a high-growth business that are fundamentally sound and
are poised for continued and accelerating growth, but need some form of financial, operational, strategic or managerial guidance to maximize
value.
Acquisition Criteria
The objective is to generally
merge with businesses which have compounding characteristics, strong growth potential, good capital efficiency, showing signs of creating
large value within a niche of large sector and are run by competent management teams. We are industry-agonistic and opportunistic and
will also focus on acquiring companies in special situations arising out of market or industry dynamics. While we are industry-agnostic,
we intend to prioritize (i) emerging markets followed by the United States and rest of Asia (excluding China and Hong Kong), and (ii)
technology-led companies focused on essential sectors. Below are the general criteria and guidelines that we believe are consistent with
our acquisition philosophy and our management’s experience, and that we believe are important in evaluating prospective target businesses.
Our target search and evaluation process will be guided by the following criteria; however, we may decide to consummate our initial business
combination with a target business that does not meet one or more of these criteria and guidelines.
Potential to grow globally. We intend to
prioritize technology businesses with the potential to expand internationally and operating in a growing global market that is ripe for
disruption.
Steady Growth Business with High Revenue Potential.
We will focus on investments whose growth potential is backed by adoption of technology and whose end product can be consumed by the growing
middle-class population. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful
upside potential.
Strong Management Background. We intend
to acquire a business that has an experienced management team with a proven track record for producing rapid growth and with an ability
to clearly and confidently articulate the business and market opportunities to public market investors. As such, we will spend significant
time assessing a company’s leadership and personnel, and evaluating what we can do to augment and/or upgrade the team over time
as needed.
Efficient use of Capital to meet Growth Objectives.
We will seek businesses that we believe are at an inflection point where the utilization of our capital can further propel the expansion
of their business to the next operating level. We will spend significant time assessing a company’s growth plans and projections
to understand how our capital translates to operating growth and investor returns over the long-term.
Uniqueness of Product Offering. We will
evaluate metrics such as recurring revenues, product life cycle, market share, cohort consistency, customer lifetime value, and customer
acquisition costs to focus on businesses whose products or services are differentiated or where we see an opportunity to create value
by implementing best practices.
Attractive Valuations. We will seek target
companies for our initial business combination based on disciplined valuation-centric metrics.
Public Market Readiness. We will seek to
acquire a business that has or can put in place prior to the closing of a business combination the governance, financial systems and controls
required in the public markets.
Our Acquisition Process
In evaluating a prospective
target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings
with the incumbent management team and employees, document reviews, interviews of customers and suppliers, inspection of facilities and
a review of financial and other information about the target and its industry. We will also utilize our management team’s operational
and capital planning experience.
We adopt a bottom-up
analytical approach while evaluating and investing in private companies and assessing the quality of management teams. Our evaluation
methodology encompasses internally developed proprietary models and analytic tools covering areas such as the target’s operating
models, cash flows and balance sheet risks. Furthermore, we believe our investment process and portfolio monitoring practices will allow
us to identify companies that may develop into strong SPAC targets but may not currently be on the radars of competing SPAC sponsors.
Competitive Strengths and
Advantages
Experienced Management
Team. Our management team and strategic advisors have a substantial investment track record and advisory experience, significant knowledge
of technology analytics, access to proprietary deal flow, and strong relationships with business leaders and entrepreneurs. We believe
their backgrounds will allow us access to proprietary investment opportunities and position us to successfully complete an initial business
combination.
Capital Structuring Solutions. We have
flexibility to be able to offer a target business innovative funding options in structuring a transaction and funding future business
growth. Flexibility in using our public shares, debt, cash or a mixture of the foregoing, allows us to work with a target company to accommodate
their long-term working capital/ and funding needs.
Strong Deal Sourcing Network. Our management’s
extensive network of contacts including private equity and venture capital sponsors, family offices, executives of public and private
companies, merger and acquisition advisory firms, investment banks, capital markets desks, lenders and other financial intermediaries
will enable us to maximize our pipeline of potential target investments.
Wide Sector Expertise. Our management team
brings deep expertise in a wide range of sub-sectors within the technology industry. We believe that our diverse range of expertise
increases our chances of identifying a business combination target where we have the expertise to appropriately diligence the investment
and to provide value post business combination.
Public Company Status. We believe our status
as a public company will make us an attractive transaction partner to prospective target businesses. As a public company, we believe the
target business would benefit from greater access to capital to fund future growth initiatives, further means of creating incentive and
compensation plans for management that are closely aligned with shareholder’s interests.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
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IRIS ACQUISITION CORP |
Dated: July 27, 2022 |
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By: |
/s/ Sumit Mehta |
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Name: Sumit Mehta |
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Title: Chief Executive Officer |
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