false 0001831874 0001831874 2024-12-13 2024-12-13 0001831874 IRAAU:UnitMember 2024-12-13 2024-12-13 0001831874 us-gaap:CommonClassAMember 2024-12-13 2024-12-13 0001831874 us-gaap:WarrantMember 2024-12-13 2024-12-13 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

 

Date of Report (Date of earliest event reported):  December 13, 2024

 

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)		   (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) (Zip Code)  

 

Registrant’s telephone number, including area code: 971 43966949

 

(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 (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ 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   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   OTC Pink
         
Class A Common Stock, par value $0.0001 per share   IRAA  

OTC Pink

         
Warrants, each exercisable for one share of Class A Common Stock $11.50 per share   IRAAW  

OTC Pink

 

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 8.01. Other Events.

 

On December 13, 2024, Iris Acquisition Corp (the “Company”) was notified that on July 24, 2024, Hannah Immunotheraputics, LLC, an affiliate of Chris Kim, the Chief Executive Officer of Liminatus Pharma, LLC, the counterparty to the Company’s business combination, agreed to loan the buyer of the former managing member of the Company’s sponsor, Iris Acquisition Holdings, LLC (the “Sponsor”), approximately $1.12 million, to facilitate the acquisition of the former managing member by the buyer (the “Acquisition”). As a result of the Acquisition, the former managing member, Columbass Limited, resigned as managing member of the Sponsor on October 30, 2024, and Iris Equity Holdings LLC was appointed as managing member of the Sponsor. Other than repayment of the principal and interest on the loan, which is anticipated to be repaid soon, Mr. Kim has stated that he has no affiliation or other relationship with the Sponsor, any of the Sponsor’s members, including the former and new managing member or the buyer of the former managing member of our Sponsor.

 

 

 

 

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.

 

  IRIS ACQUISITION CORP
Date: December 18, 2024  
  By: /s/ Sumit Mehta
    Name: Sumit Mehta
    Title: Chief Executive Officer

 

 

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Cover
Dec. 13, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 13, 2024
Entity File Number 001-40167
Entity Registrant Name IRIS ACQUISITION CORP
Entity Central Index Key 0001831874
Entity Tax Identification Number 85-3901431
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3rd Floor Zephyr House
Entity Address, Address Line Two 122 Mary Street, George Town
Entity Address, Address Line Three PO Box 10085
Entity Address, City or Town Grand Cayman
Entity Address, Country KY
Entity Address, Postal Zip Code KY1-1001
City Area Code 971
Local Phone Number 43966949
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Unit [Member]  
Document Information [Line Items]  
Title of 12(b) Security Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol IRAAU
Common Class A [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol IRAA
Warrant [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each exercisable for one share of Class A Common Stock $11.50 per share
Trading Symbol IRAAW
Iris Acquisition (PK) (USOTC:IRAAW)
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