Iris Acquisition Corp amends services agreement

Iris Acquisition Corp reported that as of March 30, 2026 it entered into a first amendment to its Administrative Services Agreement with Iris Acquisition Holdings II LLC.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Iris Acquisition Corp reported that as of March 30, 2026 it entered into a first amendment to its Administrative Services Agreement with Iris Acquisition Holdings II LLC. The amendment provides office space at Unit OT 09-31, Central Park Towers, DIFC, Dubai for $20,000 per month.

The amendment also redirects accrued fees for February and March 2026, aggregating $40,000, from the Sponsor to an affiliate of the Sponsor. The amendment is filed as Exhibit 10.1 and the summary is qualified by the full agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Monthly office fee: $20,000 per month Accrued fees redirected: $40,000

2 metrics

Monthly office fee $20,000 per month Administrative Services Agreement amendment for Dubai office space

Accrued fees redirected $40,000 Fees for February and March 2026 redirected from Sponsor to Sponsor Affiliate

Key Terms

Material Definitive Agreement, Administrative Services Agreement, Emerging growth company, Exhibit 10.1

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Administrative Services Agreement financial

"first amendment (the “Amendment”) to the Administrative Services Agreement, dated February 2, 2026"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Exhibit 10.1 regulatory

"A copy of the Amendment is attached as Exhibit 10.1"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Iris Acquisition Corp (IRAB) disclose in this filing?

Iris Acquisition Corp disclosed a first amendment to its Administrative Services Agreement. The change covers office space arrangements in Dubai and redirects $40,000 of accrued service fees for February and March 2026 from the Sponsor to an affiliate of the Sponsor.

What is the new monthly office fee for Iris Acquisition Corp (IRAB)?

The amendment sets a monthly fee of $20,000 for office space. This covers space at Unit OT 09-31, Level 9, Central Park Towers in the Dubai International Financial Centre, United Arab Emirates, provided by the Sponsor or its affiliate under the Administrative Services Agreement.

How much accrued service fee is affected for Iris Acquisition Corp (IRAB)?

Accrued fees of $40,000 for February and March 2026 are affected. These fees were originally due to the Sponsor but, under the amendment, will instead be redirected for payment to an affiliate of the Sponsor that is making the office space available.

Who are the counterparties to the amended agreement with Iris Acquisition Corp (IRAB)?

The amended agreement is between Iris Acquisition Corp II and Iris Acquisition Holdings II LLC, referred to as the Sponsor. Under the amendment, an affiliate of the Sponsor will provide the office space and receive the redirected accrued fees related to the administrative services arrangement.

Where is the office space covered by Iris Acquisition Corp’s (IRAB) amendment located?

The office space is at Unit OT 09-31, Level 9, Central Park Towers, Dubai International Financial Centre, Dubai, United Arab Emirates. This location is made available by the Sponsor or its affiliate under the amended Administrative Services Agreement for a $20,000 monthly fee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:21 PM

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

March 30, 2026
Date of Report (Date of earliest event reported)

Iris Acquisition Corp II

(Exact name of Registrant as specified in its charter)

Cayman Islands

001-43095

N/A

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

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)

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(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

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 ☒

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.

As of March 30, 2026, Iris Acquisition Corp II (the “Company”) entered into a first amendment (the “Amendment”) to the Administrative Services Agreement, dated February 2, 2026 (the “Administrative Services Agreement”) with Iris Acquisition Holdings II LLC (the “Sponsor”), pursuant to which Sponsor or its affiliate (the “Sponsor Affiliate”) shall make available certain office space situated at Unit OT 09-31, Level 9, Central Park Towers, DIFC, Dubai, United Arab Emirates, for the sum of $20,000 per month. Pursuant to the Amendment, accrued fees for the months of February and March 2026, aggregating to $40,000, which were due and payable to the Sponsor shall be redirected to the Sponsor Affiliate.

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Amendment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment to Administrative Services Agreement

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: April 2, 2026

	Iris Acquisition Corp II

	By:	/s/ Sumit Mehta
	Name:	Sumit Mehta
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 9.2 KB