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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
February 2, 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.
On
January 30, 2026, the registration statement on Form S-1 (File No. 333-289214) (the “Registration Statement”) relating to
the initial public offering (the “IPO”) of Iris Acquisition Corp II (the
“Company”) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
On February 4, 2026, the Company consummated its IPO, which consisted
of 16,850,000 units (including 1,850,000 units issued pursuant to the underwriter’s partial exercise of the over-allotment option) (the
“Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half
of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $168,500,000.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements, filed
with the SEC:
| ● | Underwriting Agreement, dated February 2, 2026, by and between
Iris Acquisition Corp II and Cohen & Company Capital
Markets, a division of Cohen & Company Securities, LLC , as representative of the underwriters, a copy of which is attached
as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | Warrant Agreement, dated as of February 2, 2026, by and between
Iris Acquisition Corp II and Odyssey Transfer & Trust Company, as warrant agent, a copy
of which is attached as Exhibit 4.1 and incorporated herein by reference; |
| ● | Letter Agreement, dated February 2, 2026, by and among Iris
Acquisition Corp II, Iris Acquisition Holdings II LLC, the initial shareholders and
the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference; |
| ● | Investment Management Trust Agreement, dated as of February
2, 2026, by and between Iris Acquisition Corp II and Odyssey Transfer & Trust Company,
as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference; |
| ● | Registration Rights Agreement, dated as of February 2, 2026,
by and among Iris Acquisition Corp II and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein
by reference; |
| ● | Private Units Subscription Agreement, dated February 2, 2026,
by and between Iris Acquisition Corp II and Iris Acquisition
Holdings II LLC, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference; |
| |
● |
Private Units Subscription Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC , a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; |
| ● | Indemnity Agreement, dated as of February 2, 2026, by and
among Iris Acquisition Corp II and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.6 and incorporated
herein by reference; and |
| |
● |
Administrative Services Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and Iris Acquisition Holdings II LLC, a copy of which is attached as Exhibit 10.7 and incorporated herein by reference. |
As of February 4, 2026, a total of $168,500,000
of the net proceeds from the IPO and the Private Placement (as defined below), was deposited in a trust account established for the benefit
of the Company’s public shareholders.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the
Company consummated a private placement (the “Private Placement”) of an aggregate of 438,000 units (the “Private Units”),
comprised of 251,000 private placement units to the Sponsor, at a price of
$10.00 per Private Unit, and 187,000 private placement units to the Underwriter, generating
total proceeds of $4,380,000. Each Private Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant, with each
whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment).
The Private Units are identical to the Units sold
in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally,
such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances,
as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The
holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying
securities.
The Private Units were issued pursuant to Section
4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of February 2, 2026, the following
individuals were appointed to the board of directors (the “Board”) of the Company: Manish Shah, Janine Yorio, Allen Wang and
Robert Henry. Additional information regarding, among other things, each individual’s background, board committee membership and
compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
On February 2, 2026, in connection with their
appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the
Company filed, respectively, as Exhibits 10.1 and 10.6, herewith.
Other than the foregoing, none of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On February 2, 2026, and in connection with the
IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles
of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
On February 2, 2026, the Company issued a press
release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 2, 2026, by and between Iris
Acquisition Corp II and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC , as
representative of the underwriters |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 4.1 |
|
Warrant
Agreement, dated as of February 2, 2026, by and between Iris Acquisition Corp II and Odyssey Transfer & Trust Company, as
warrant agent |
| 10.1 |
|
Letter Agreement, dated February 2, 2026, by and among the, Iris Acquisition Corp II, the initial shareholders and the officers and directors of the Company |
| 10.2 |
|
Investment Management Trust Agreement, dated as of February 2, 2026, by and between the Iris Acquisition Corp II and Odyssey Transfer & Trust Company, as trustee |
| 10.3 |
|
Registration Rights Agreement, dated as of February 2, 2026, by and among the Iris Acquisition Corp II and certain security holders of the Company |
| 10.4 |
|
Private Units Subscription Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and Iris Acquisition Holdings II LLC |
| 10.5 |
|
Private Units Subscription Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and the Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC , a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; |
| 10.6 |
|
Indemnity Agreement, dated as of February 2, 2026, by and between Iris Acquisition Corp II and each of the officers and directors of the Company |
| 10.7 |
|
Administrative Services Agreement, dated February 2, 2026, by and between the Iris Acquisition Corp II and Iris Acquisition Holdings II LLC |
| 99.1 |
|
Press Release Dated February 2, 2026 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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: February 6, 2026 |
|
|
| |
|
|
| |
Iris Acquisition Corp II |
| |
|
|
| |
By: |
/s/ Sumit Mehta |
| |
Name: |
Sumit Mehta |
| |
Title: |
Chief Executive Officer |
4
Exhibit 99.1
Iris
Acquisition Corp II Announces Pricing of $150,000,000 Initial Public Offering
Dubai, United Arab Emirates, Feb. 02, 2026 (GLOBE NEWSWIRE) -- Iris
Acquisition Corp II (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted
company, today announced the pricing of its initial public offering of 15,000,000 units at an offering price of $10.00 per unit, with
each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant, which becomes exercisable
on the later of the completion of the Company’s initial business combination or 12 months after the Effective Date (defined below)
will entitle the holder thereof to purchase one Class A ordinary share at $11.50 per share. The units are expected to trade on the New
York Stock Exchange LLC (“NYSE”) under the ticker symbol “IRABU” beginning February 3, 2026. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate
trading, the Class A ordinary shares and the warrants are expected to be traded on NYSE under the symbols “IRAB” and “IRABW,”
respectively. The offering is expected to close on February 4, 2026, subject to customary closing conditions.
Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC is acting as sole book-running manager for the offering.
The Company has granted the underwriter a 45-day option to purchase
up to an additional 2,250,000 units at the initial public offering price to cover over-allotments, if any.
A registration statement relating to the securities sold in the initial
public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026 (the
“Effective Date”) . The offering is being made only by means of a prospectus. When available, copies of the prospectus may
be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 3 Columbus Circle, 24th Floor,
New York, NY 10019, Attention: Prospectus Department, or by email at capitalmarkets@cohencm.com, or by accessing the SEC’s
website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Iris Acquisition Corp II
Iris Acquisition Corp II is a newly incorporated blank check company
incorporated as a Cayman Islands exempted company and formed for the purpose of entering into a merger, amalgamation, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. The Company
has not selected any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions,
directly or indirectly, with any business combination target with respect to an initial business combination with the Company. The Company’s
management team is led by Sumit Mehta, its Chief Executive Officer, Rohit Nanani, its Chairman of the Board of Directors (the “Board”),
Lisha Parmar, its Chief Financial Officer and Omkar Halady, its Vice President and Secretary. In addition, the Board includes Manish Shah,
Janine Yorio, Allen Wang, and Robert Henry.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the Company’s initial public offering (“IPO”) including the gross proceeds
of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination. No assurance can
be given that the offering discussed above will be completed on the terms described, or that the net proceeds of the offering will be
used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it is targeting or at
all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Iris Acquisition Corp II,
including those set forth in the Risk Factors section of Iris Acquisition Corp II’s registration statement and preliminary prospectus
for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Iris Acquisition Corp II undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Omkar Halady - VP & Company Secretary
omkarh@irisspac.com
