Business Context and Reporting Period
Company: Iris Acquisition Corp II (a Cayman Islands exempted company and Special Purpose Acquisition Company or "SPAC").
Reporting Period: Fiscal year ended December 31, 2025 (Inception: July 8, 2025).
Business Status: Pre-operational blank check company. No operating revenues generated to date. Activities limited to organizational efforts and preparation for the Initial Public Offering (IPO).
Objective: To effect a merger, amalgamation, or business combination with one or more target businesses. The company has not selected a specific target as of the filing date.
Key Financial Metrics
Revenue: $0 (No operating revenues).
Profit/Loss: Net loss of $68,023 for the period from inception through December 31, 2025, attributable to general and administrative costs.
Cash Flow: Net cash used in operating activities was $0. The net loss was offset by payments of expenses via a related-party promissory note ($44,431) and changes in operating liabilities ($23,592).
Liquidity (Pre-IPO): As of December 31, 2025, the company had $0 cash and a working capital deficit of $182,621.
Debt: As of December 31, 2025, a promissory note payable to the Sponsor totaled $75,806. No other long-term debt existed.
Subsequent Event (Post-Period): On February 4, 2026, the company consummated its IPO, raising gross proceeds of $168,500,000 from the sale of 16,850,000 units. Additionally, $4,380,000 was raised from the sale of private placement units. A total of $168,500,000 was deposited into a Trust Account.
Material Changes and Subsequent Events
- Capitalization: The company transitioned from a pre-IPO entity with no cash to a public company with significant trust assets following the February 4, 2026 IPO.
- Share Structure: As of March 26, 2026, there were 17,288,000 Class A ordinary shares and 5,616,667 Class B ordinary shares outstanding. The Class B shares (Founder Shares) represent approximately 25% of the outstanding ordinary shares.
- Transaction Costs: Total transaction costs incurred for the IPO were $10,613,044, comprising $3,370,000 in cash underwriting fees (partial payment), $6,740,000 in deferred underwriting fees, and $503,044 in other offering costs.
- Debt Settlement: The promissory note outstanding at year-end was fully settled in connection with the IPO and private placement.
Guidance, Outlook, and Risks
Outlook: The company has 24 months from the closing of the IPO (February 4, 2026) to consummate an initial business combination. If unsuccessful, the company will liquidate and redeem public shares at a pro rata share of the Trust Account (approximately $10.00 per share).
Management Commentary: Management intends to target high-quality, small to mid-market companies, particularly in Technology, Media, Telecommunications (TMT), Business Services, and FinTech. The management team, based in Dubai, leverages experience from a previous successful SPAC transaction (Iris Acquisition Corp).
Risks and Contingencies:
- Completion Risk: No assurance that a business combination will be completed within the 24-month window.
- Geopolitical Risk: The filing notes potential adverse effects from the Russia-Ukraine conflict and US-Israel-Iran conflict on global markets and the ability to find targets.
- Cybersecurity: As a blank check company with no operations, the company relies on third-party digital technologies and lacks its own cybersecurity risk management program.
- Conflicts of Interest: Officers and directors have fiduciary duties to other entities and may have conflicts in presenting business opportunities.
Investor Verification Checklist
- Verify the status of the Trust Account and the specific terms regarding the release of funds for taxes or dissolution expenses.
- Confirm the timeline for the 24-month completion window and any potential extension mechanisms requiring shareholder approval.
- Review the specific lock-up provisions for Founder Shares and Private Placement Units, noting the 180-day post-combination restriction for Founder Shares.
- Assess the magnitude of deferred underwriting commissions ($6,740,000) payable only upon successful completion of a business combination.
- Monitor the company's progress in identifying a target, given the lack of substantive discussions as of the filing date.