Iris Acquisition Corp II reports that Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, beneficially own 1,350,000 Class A ordinary shares, representing 7.81% of the class. The percentage is calculated using 17,288,000 shares outstanding as of March 26, 2026.
The filing states the reported shares are held directly by Adage Capital Partners, L.P., with shared voting and dispositive power noted. Signatures by Mr. Atchinson and Mr. Gross appear on the statement dated May 13, 2026.
Positive
None.
Negative
None.
Insights
Adage holds a meaningful passive stake in IRAB at 7.81%.
Adage Capital and affiliated reporting persons report beneficial ownership of 1,350,000 shares, equal to 7.81% of the class using an outstanding base of March 26, 2026. The filing is a routine ownership disclosure under Schedule 13G.
Cash‑flow treatment and intent language are not stated in the excerpt; subsequent filings could clarify any planned dispositions or passive investor status.
Shared voting/dispositive power is disclosed through managed entities.
The statement attributes shared voting and dispositive power over the reported shares to Adage entities and identifies Mr. Atchinson and Mr. Gross as managing members of the manager/GP structures. The filing emphasizes collective reporting by the "Reporting Persons."
Because the filing lists shared power, look to future Schedule 13D/13G amendments for changes in voting arrangements or activist intent.
Key Figures
Beneficial ownership:1,350,000 sharesPercent of class:7.81%Shares outstanding (base):17,288,000 shares+1 more
4 metrics
Beneficial ownership1,350,000 sharesReported held by Adage/ACP
Percent of class7.81%Based on 17,288,000 shares outstanding
Shares outstanding (base)17,288,000 sharesAs of <date>March 26, 2026</date>
Filing signatures dateMay 13, 2026Signature date on the Schedule 13G
Key Terms
Schedule 13G, beneficially own, shared dispositive power
3 terms
Schedule 13Gregulatory
"This statement is filed by: (i) Adage Capital Management, L.P."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownfinancial
"Amount beneficially owned: The information required by Item 4(a) is set forth"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerfinancial
"Shared Dispositive Power 1,350,000.00"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Iris Acquisition Corp II
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G4940M109
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G4940M109
1
Names of Reporting Persons
Adage Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,350,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,350,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.81 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G4940M109
1
Names of Reporting Persons
Robert Atchinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,350,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,350,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.81 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G4940M109
1
Names of Reporting Persons
Phillip Gross
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,350,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,350,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.81 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Iris Acquisition Corp II
(b)
Address of issuer's principal executive offices:
OT 09-31 Central Park Towers Offices, Dubai International Financial Centre, PO Box 941641, Dubai, United Arab Emirates
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Iris Acquisition Corp II, a Cayman Islands exempted company (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP, and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP, and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G4940M109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 17,288,000 Class A Ordinary Shares outstanding as of March 26, 2026, as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 26, 2026.
(b)
Percent of class:
7.81%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
Who reports ownership of IRAB shares in this Schedule 13G?
The filing is reported by Adage Capital Management, L.P. and affiliated persons Robert Atchinson and Phillip Gross, as managers and principals of the entities holding the shares.
How many IRAB shares does Adage report owning and what percent is that?
Adage reports beneficial ownership of 1,350,000 shares, which the filing states equals 7.81% of the Class A ordinary shares based on the disclosed outstanding base.
What outstanding share base is used to calculate the 7.81% ownership?
The percentage is calculated using 17,288,000 Class A Ordinary Shares outstanding as of March 26, 2026, cited from the company’s Annual Report on Form 10-K.
Do the reporting persons have sole voting or dispositive power over the shares?
The filing shows shared voting power and shared dispositive power of 1,350,000 shares; it reports zero sole voting or sole dispositive power for the reporting persons.
When was the Schedule 13G signed by the reporting persons?
The signatures by Robert Atchinson and Phillip Gross on the joint filing agreement are dated May 13, 2026, as shown on the statement.
