Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Iris Acquisition Corp II, a Cayman Islands-based special purpose acquisition company (SPAC). The report date is February 2, 2026, with the IPO closing on February 4, 2026. The Company is an emerging growth company.
Key Financial Metrics
- Gross Proceeds from IPO: $168,500,000 from the sale of 16,850,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $4,380,000 from the sale of 438,000 Private Units at $10.00 per Unit.
- Total Capital Raised: $172,880,000.
- Trust Account Deposit: $168,500,000 deposited as of February 4, 2026.
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing does not provide operating revenue, profit, or cash flow metrics as the Company has not yet commenced operations beyond the IPO.
- Debt/Liquidity: No debt is reported. Liquidity is represented by the cash held in the trust account.
Material Changes
The primary material change is the transition from a pre-IPO entity to a publicly traded company on the NYSE. The Company sold 16,850,000 Units (including 1,850,000 from a partial over-allotment exercise) and simultaneously completed a private placement of 438,000 Units to the Sponsor and Underwriter. This represents the initial capitalization of the Company.
Guidance, Outlook, and Risks
- Outlook: The Company intends to use the proceeds to consummate an initial business combination. No specific target or timeline is provided in this filing.
- Restrictions: Holders of Private Units agreed not to transfer, assign, or sell their securities until 30 days after the completion of the initial business combination.
- Risks: Standard SPAC risks apply, including the requirement to complete a business combination within a specified timeframe (not detailed in this excerpt) or face liquidation. The filing notes the Company is an emerging growth company.
- Management Changes: Manish Shah, Janine Yorio, Allen Wang, and Robert Henry were appointed to the Board of Directors effective February 2, 2026.
Investor Verification Checklist
- Verify the final amount of underwriting discounts and commissions deducted from the gross proceeds to determine net cash available outside the trust.
- Confirm the specific deadline for completing the initial business combination as outlined in the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1).
- Review the terms of the Investment Management Trust Agreement (Exhibit 10.2) regarding interest earnings and withdrawal conditions.
- Assess the background and potential conflicts of interest of the newly appointed directors and the Sponsor (Iris Acquisition Holdings II LLC).
- Confirm the status of the over-allotment option exercise and the total number of outstanding warrants.