Business Context and Reporting Period
Company: Iris Acquisition Corp II (SPAC)
Reporting Period: Quarter ended March 31, 2026
Status: The Company is a newly organized blank check company incorporated in the Cayman Islands on July 8, 2025. It has not commenced operations and has not selected a specific business combination target. On February 4, 2026, the Company consummated its Initial Public Offering (IPO) and a concurrent private placement.
Key Financial Metrics
| Metric | Value (USD) |
|---|---|
| Net Income | $773,935 |
| Operating Costs | $(144,112) |
| Interest Income (Trust Account) | $919,562 |
| Cash (Outside Trust) | $854,833 |
| Cash Held in Trust Account | $169,419,562 |
| Total Assets | $170,407,434 |
| Total Liabilities | $7,431,526 |
| Deferred Underwriting Fee | $7,115,000 |
| Working Capital | $614,717 |
Material Changes vs. Prior Period
The reporting period reflects the Company's transition from a pre-IPO shell to a post-IPO SPAC.
- Assets: Total assets increased from $139,598 (Dec 31, 2025) to $170,407,434 (Mar 31, 2026), driven primarily by the placement of $168,500,000 into the Trust Account following the IPO.
- Liabilities: Total liabilities increased from $182,621 to $7,431,526, primarily due to the accrual of a $7,115,000 deferred underwriting fee payable upon completion of a business combination.
- Equity: Shareholders' deficit increased from $(43,023) to $(6,443,654) due to the accretion of Class A ordinary shares to their redemption value ($16,318,433 charge) offset by net income and proceeds from private placement units.
- Capital Structure: The Company sold 16,850,000 Units in the IPO (including partial over-allotment) and 438,000 Private Placement Units. 133,333 Class B founder shares were forfeited following the partial exercise of the over-allotment option.
Outlook, Risks, and Management Commentary
Outlook and Liquidity: Management believes the Company has sufficient funds to finance working capital needs for at least one year from the date of issuance. The Company has 24 months from the IPO closing (February 4, 2026) to complete a Business Combination. If not completed, the Company will liquidate and redeem public shares.
Key Risks:
- Geopolitical Instability: Ongoing conflicts (Russia-Ukraine, Israel-Hamas) and related sanctions could disrupt global markets and capital availability, potentially hindering the search for a target.
- Going Concern: While management asserts sufficient funds, there is a risk that actual costs to identify and negotiate a target may exceed estimates, requiring additional financing.
- Warrant Redemption: Warrants may be redeemed if the Class A share price exceeds $18.00 for 20 trading days within a 30-day period.
Unusual Items: The net income for the quarter is primarily non-operating, derived from interest earned on the Trust Account ($919,562) rather than business operations.
Investor Verification Checklist
- Verify the $169,419,562 balance in the Trust Account and confirm the interest rate environment affecting future accruals.
- Confirm the $7,115,000 deferred underwriting fee obligation and its impact on net proceeds available for a business combination.
- Review the 24-month deadline for completing a Business Combination (expiring February 2028).
- Assess the $854,833 cash balance outside the Trust Account against projected operating expenses for the search period.
- Monitor the status of the 133,333 forfeited Class B shares and the final ownership percentage of the Sponsor.