Business Context and Reporting Period
Company: Iris Acquisition Corp II (SPAC)
Reporting Period: Quarter ended June 30, 2026
Status: The Company is a Cayman Islands exempted company formed to effect a business combination. It consummated its Initial Public Offering (IPO) on February 4, 2026, selling 16,850,000 Units at $10.00 per unit. As of June 30, 2026, the Company has not commenced operations and has no operating revenue. It is classified as an emerging growth company and a shell company.
Key Financial Metrics
| Metric | Value (USD) |
|---|---|
| Cash and Cash Equivalents | $699,573 |
| Cash Held in Trust Account | $170,942,950 |
| Total Assets | $171,755,229 |
| Net Income (Six Months Ended June 30, 2026) | $2,037,510 |
| Net Income (Three Months Ended June 30, 2026) | $1,263,575 |
| General and Administrative Costs (Six Months) | $403,535 |
| Interest Income on Trust Account (Six Months) | $2,442,950 |
| Total Liabilities | $7,493,786 |
| Deferred Underwriting Fee Payable | $7,115,000 |
| Short-term Loan | $63,207 |
| Working Capital | $393,892 |
Material Changes vs. Prior Period
- Balance Sheet Transformation: Total assets increased from $139,598 (Dec 31, 2025) to $171.8 million (June 30, 2026) following the February 2026 IPO. The Trust Account balance grew from $0 to $170.9 million.
- Liabilities: Total liabilities increased from $182,621 to $7.5 million, primarily driven by the accrual of a $7.1 million deferred underwriting fee payable upon the IPO closing.
- Equity Structure: Class A ordinary shares subject to possible redemption were established at $170.9 million. Class B founder shares were adjusted due to the partial exercise of the underwriters' over-allotment option, resulting in the forfeiture of 133,333 shares.
- Profitability: The Company reported a net income of $2.0 million for the six months ended June 30, 2026, compared to a net loss in the prior period (implied by the accumulated deficit increase before accretion). Income is derived almost entirely from interest earned on the Trust Account.
Outlook, Risks, and Management Commentary
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company lacks sufficient liquidity to sustain operations for at least one year from the filing date without completing a business combination or raising additional capital.
- Completion Window: The Company has 24 months from the IPO closing (until February 4, 2028) to complete an initial business combination. Failure to do so will result in liquidation and redemption of public shares.
- Capital Needs: The Company expects to incur significant costs in pursuing acquisition plans. It may need to raise additional funds to meet operating expenditures or to complete a business combination, potentially through working capital loans from the Sponsor or affiliates.
- Risks: Geopolitical instability (Russia-Ukraine conflict, US-Iran war) is cited as a risk factor that could disrupt markets and affect the search for a target. There is no assurance a business combination will be successful.
- Warrant Redemption: Warrants may be redeemed if the Class A share price exceeds $18.00 per share for 20 trading days within a 30-day period.
Investor Verification Checklist
- Trust Account Balance: Verify the $170.9 million balance and the interest rate earned on the demand deposit account.
- Deferred Underwriting Fee: Confirm the $7.1 million liability and the conditions for its payment upon business combination.
- Liquidity Position: Assess the $699,573 in operating cash against the $403,535 in G&A expenses for the six-month period to evaluate runway without additional financing.
- Share Count: Verify the 16,850,000 public shares and 5,616,667 Class B founder shares outstanding.
- Related Party Transactions: Review the $20,000 monthly administrative fee agreement with the Sponsor's affiliate and the status of the short-term loan for insurance ($63,207).