Iris Acquisition Holdings II, LLC and its principals jointly report beneficial ownership of 5,993,167 Ordinary Shares, equal to 25.62% of the class based on 22,904,667 Ordinary Shares outstanding as of February 2, 2026.
The position comprises 251,000 Class A Ordinary Shares and 5,616,667 Class B Ordinary Shares, with Class B shares convertible one-for-one into Class A upon consummation of a business combination. The Sponsor acquired 251,000 Private Units on February 2, 2026, which include 251,000 warrants exercisable into 125,500 Class A Warrant Shares that are not presently exercisable and will expire if no business combination occurs within the specified period.
Positive
None.
Negative
None.
Insights
Large sponsor stake and shared control between two principals.
The filing shows the Sponsor holds 5,993,167 Ordinary Shares representing 25.62% as of February 2, 2026, held as 251,000 Class A and 5,616,667 Class B shares. Shared control is through Aureum Partners Ltd., 50% owned by each principal.
Key governance implications include concentration of voting influence prior to a business combination and potential coordination of Sponsor decisions. Subsequent disclosures on any transfers or conversions will clarify voting/dilution dynamics.
Private units and warrants create conditional upside but limited near-term dilution.
The Sponsor purchased 251,000 Private Units (one Class A share plus one-half warrant each) on February 2, 2026; the related 251,000 Class A Warrants cover 125,500 Class A Warrant Shares but are "not presently exercisable."
Warrants expire if no business combination occurs within the specified timeframe; cashflow treatment and exercise timing depend on transaction outcomes disclosed in future filings.
Key Figures
Beneficial ownership:5,993,167 sharesPercent of class:25.62%Shares outstanding:22,904,667 shares+3 more
6 metrics
Beneficial ownership5,993,167 sharesTotal Ordinary Shares reported by Sponsor
Percent of class25.62%Based on 22,904,667 Ordinary Shares outstanding as of February 2, 2026
Shares outstanding22,904,667 sharesOutstanding Ordinary Shares as of February 2, 2026
Class A shares in Private Units251,000 sharesClass A Ordinary Shares included in Private Units acquired February 2, 2026
Class B shares5,616,667 sharesClass B Ordinary Shares convertible one-for-one into Class A
Private Units, Class B ordinary shares, Class A Warrants, Beneficial owner
4 terms
Private Unitsfinancial
"Private Units acquired pursuant to a Private Placement Unit Subscription Agreement"
Class B ordinary sharesfinancial
"5,616,667 Class B ordinary shares...convertible into Class A Ordinary Shares"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Class A Warrantsfinancial
"251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares"
Beneficial ownerregulatory
"the Sponsor...is the beneficial owner of the 5,993,167 Ordinary Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
What percentage of Iris Acquisition Corp II (IRAB) does the Sponsor own?
The Sponsor reports beneficial ownership of 25.62% of the Ordinary Shares, based on 22,904,667 shares outstanding as of February 2, 2026. This percentage reflects combined Class A and Class B positions disclosed in the filing.
How are the Sponsor's holdings structured in IRAB?
Holdings comprise 251,000 Class A Ordinary Shares and 5,616,667 Class B Ordinary Shares. Class B shares are convertible on a one-for-one basis into Class A upon a business combination, per the issuer's charter terms.
What Private Units and warrants did the Sponsor acquire?
The Sponsor acquired 251,000 Private Units on February 2, 2026, each including one Class A share and one-half warrant. Those 251,000 warrants correspond to 125,500 Class A Warrant Shares, which are not presently exercisable.
Will the Sponsor's warrants dilute existing shareholders immediately?
No immediate dilution is indicated. The filing states the 125,500 Class A Warrant Shares are not presently exercisable and will expire if a business combination is not consummated within the charter timeframe.
Who controls the Sponsor and how does that affect reported ownership?
The Sponsor is managed by Aureum Partners Ltd., owned 50% by Rohit Nanani and 50% by Sumit Mehta. By shared control, each principal may be deemed to beneficially own the Sponsor's shares; both disclaim direct ownership except for pecuniary interest.
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)
02/02/2026
(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):
G4940M125
1
Names of Reporting Persons
Iris Acquisition Holdings II, LLC
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
5,867,667.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,867,667.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,867,667.00
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)
25.62 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,867,667 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates.
SCHEDULE 13G
CUSIP Number(s):
G4940M125
1
Names of Reporting Persons
Sumit Mehta
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 ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,867,667.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,867,667.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,867,667.00
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)
25.62 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The Sponsor is managed by its managing member, Aureum Partners Ltd., and is legally and beneficially owned (i) 50% by Rohit Nanani and (ii) 50% by Sumit Mehta. By virtue of their shared control of our Sponsor, Rohit Nanani and Sumit Mehta may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. Mr. Mehta disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
CUSIP Number(s):
G4940M125
1
Names of Reporting Persons
Rohit Nanani
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 ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,867,667.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,867,667.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,867,667.00
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)
25.62 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The Sponsor is managed by its two principals, Rohit Nanani and Sumit Mehta, and is legally and beneficially owned (i) 50% by Rohit Nanani and (ii) 50% by Sumit Mehta. By virtue of their shared control of our sponsor, Rohit Nanani and Sumit Mehta may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. Mr. Nanani disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Iris Acquisition Corp II
(b)
Address of issuer's principal executive offices:
C/O IRIS ACQUISITION CORP II, OT 09-31, CENTRAL PARK TOWERS OFFICES, DUBAI INTERNATIONAL FINANCIAL CENTRE, DUBAI, UNITED ARAB EMIRATES
Item 2.
(a)
Name of person filing:
(i) Iris Acquisition Holdings II, LLC (the "Sponsor"), (ii) Rohit Nanani, and (iii) Sumit Mehta. The Sponsor, Rohit Nanani and Sumit Mehta have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Sponsor, Rohit Nanani and Sumit Mehta have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Sponsor, Rohit Nanani and Sumit Mehta are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
C/O IRIS ACQUISITION CORP II, OT 09-31, CENTRAL PARK TOWERS OFFICES, DUBAI INTERNATIONAL FINANCIAL CENTRE, DUBAI, UNITED ARAB EMIRATES
(c)
Citizenship:
(i) Iris Acquisition Holdings II, LLC- Delaware limited liability company (ii) Rohit Nanani - United Arab Emirates and (iii) Sumit Mehta- United Arab Emirates
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates.
(b)
Percent of class:
25.62% (based on 22,904,667 Ordinary Shares outstanding as of February 2, 2026).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Iris Acquisition Holdings II, LLC: 5,993,167. Explanation: Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates Rohit Nanani: 0 Sumit Mehta: 0
(ii) Shared power to vote or to direct the vote:
Iris Acquisition Holdings II, LLC: 0 Rohit Nanani: 5,993,167. Explanation: Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The Sponsor is managed by its managing member, Aureum Partners Ltd., owned (i) 50% by Rohit Nanani and (ii) 50% by Sumit Mehta. By virtue of their shared control of our sponsor, Rohit Nanani and Sumit Mehta may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. Mr. Nanani disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein. Iris Acquisition Holdings II, LLC: 0 Sumit Mehta: 5,867,667. Explanation: Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The Sponsor is managed by its managing member, Aureum Partners Ltd., , and is legally and beneficially owned (i) 50% by Rohit Nanani and (ii) 50% by Sumit Mehta. By virtue of their shared control of our sponsor, Rohit Nanani and Sumit Mehta may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. Mr. Mehta disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
Iris Acquisition Holdings II, LLC: 0 Rohit Nanani: 5,993,167. Explanation: Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The Sponsor is managed by its managing member, Aureum Partners Ltd., who is legally and beneficially owned (i) 50% by Rohit Nanani and (ii) 50% by Sumit Mehta. By virtue of their shared control of our Sponsor, Rohit Nanani and Sumit Mehta may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. Mr. Nanani disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein. Iris Acquisition Holdings II, LLC: 0 Sumit Mehta: 5,993,167. Explanation: Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The Sponsor is managed by its managing member, Aureum Partners Ltd., who is legally and beneficially owned (i) 50% by Rohit Nanani and (ii) 50% by Sumit Mehta. By virtue of their shared control of our Sponsor, Rohit Nanani and Sumit Mehta may be deemed to have beneficial ownership of the shares held directly by our sponsor The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. Mr. Mehta disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.
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:
Not Applicable
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.
Iris Acquisition Holdings II, LLC
Signature:
/s/ Sumit Mehta
Name/Title:
Sumit Mehta, Authorized Person
Date:
05/14/2026
Signature:
/s/ Rohit Nanani
Name/Title:
Rohit Nanani, Authorized Person
Date:
05/14/2026
Sumit Mehta
Signature:
/s/ Sumit Mehta
Name/Title:
Sumit Mehta
Date:
05/14/2026
Rohit Nanani
Signature:
/s/ Rohit Nanani
Name/Title:
Rohit Nanani
Date:
05/14/2026
Exhibit Information
Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k)
