Iris Acquisition Corp II received a Schedule 13G reporting that Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah beneficially own 1,000,000 Class A ordinary shares in unit form, representing 6.5% of the class.
The units each contain one Class A share and one-half of one redeemable warrant and are held directly by Tenor Opportunity Master Fund, Ltd. The 6.5% figure is based on 15,401,000 units issued and outstanding, as stated in the issuer’s prospectus filed on February 3, 2026.
Tenor Capital acts as investment manager to the master fund, and Shah is the managing member of the general partner of Tenor Capital. The reporting persons may be deemed to share voting and dispositive power over the reported shares but expressly disclaim beneficial ownership except to the extent of their pecuniary interest. They certify the holdings were not acquired to change or influence control of the issuer.
Positive
None.
Negative
None.
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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)
G4940M125
(CUSIP Number)
02/03/2026
(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)
SCHEDULE 13G
CUSIP No.
G4940M125
1
Names of Reporting Persons
Tenor Capital Management Company, 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
1,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000.00
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)
6.5 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
G4940M125
1
Names of Reporting Persons
Tenor Opportunity Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000.00
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)
6.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
G4940M125
1
Names of Reporting Persons
Robin Shah
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
1,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000.00
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)
6.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a)
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 Intl. Financial Centre #941641
Dubai, United Arab Emirates 00000
Item 2.
(a)
Name of person filing:
Tenor Capital Management Company, L.P.
Tenor Opportunity Master Fund, Ltd.
Robin Shah
(b)
Address or principal business office or, if none, residence:
810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)
Citizenship:
Tenor Capital Management Company, L.P. - Delaware
Tenor Opportunity Master Fund, Ltd. - Cayman Islands
Robin Shah - USA
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP No.:
G4940M125
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:
Tenor Capital Management Company, L.P. - 6.5%
Tenor Opportunity Master Fund, Ltd. - 6.5%
Robin Shah - 6.5%
The Class A Ordinary Shares (the "Shares") reported herein are held in the form of units (the "Units"), each Unit consists of one Class A ordinary share of the Issuer and one-half of one redeemable warrant, as described in more detail in the Issuer's Prospectus filed with the SEC on February 3, 2026. The Units are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares reported herein in the form of Units owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares in the form of Units reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's Prospectus, filed on February 3, 2026 indicating that there are 15,401,000 Units issued and outstanding.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 6.5%
Tenor Opportunity Master Fund, Ltd. - 6.5%
Robin Shah - 6.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(ii) Shared power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 1,000,000
Tenor Opportunity Master Fund, Ltd. - 1,000,000
Robin Shah - 1,000,000
(iii) Sole power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(iv) Shared power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 1,000,000
Tenor Opportunity Master Fund, Ltd. - 1,000,000
Robin Shah - 1,000,000
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.
Not Applicable
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 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.
Tenor Capital Management Company, L.P.
Signature:
/s/ Robin Shah
Name/Title:
Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
What stake in Iris Acquisition Corp II (IRAB) is reported in this Schedule 13G?
The filing reports beneficial ownership of 1,000,000 Class A units, or 6.5% of the class. The percentage is calculated from 15,401,000 units issued and outstanding, as disclosed in Iris Acquisition Corp II’s prospectus dated February 3, 2026.
Who are the reporting persons in the Iris Acquisition Corp II (IRAB) Schedule 13G?
The reporting persons are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. Tenor Capital manages the master fund, and Shah is the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital.
How are the Iris Acquisition Corp II (IRAB) securities held by the Tenor entities structured?
The reported securities are held as units, each consisting of one Class A ordinary share and one-half of one redeemable warrant. All 1,000,000 units are owned directly by Tenor Opportunity Master Fund, Ltd., with related entities having shared voting and dispositive power.
Do the Tenor reporting persons seek to influence control of Iris Acquisition Corp II (IRAB)?
The certification states the securities were not acquired and are not held to change or influence control. The reporting persons also confirm the holdings are not connected with any transaction aimed at influencing control, other than activities solely tied to a nomination under Rule 14a-11.
How much voting and dispositive power over Iris Acquisition Corp II (IRAB) do the reporting persons have?
Each reporting person reports zero sole voting and dispositive power and 1,000,000 shares of shared voting and dispositive power. This reflects shared authority over the units held by Tenor Opportunity Master Fund, Ltd. through their investment and control relationships.
