Iris Acquisition II

As documented by the Form 4, the director’s acquisition of 251,000 shares occurred entirely through open-market channels, leaving the public trust structure and shareholder redemption mechanics mathematically unaffected. Because the filing attaches no strategic commentary, customer testimonials, or financial projections to Mr. Rohit’s purchase, it functions solely as a verified record of insider equity accumulation during the SEARCHING phase. Tracking this 2026-02-04 transaction provides transparency on sponsor-aligned capital deployment, though it does not accelerate or delay the underlying business combination timeline.

The substance contained solely concerns capital deployment and alignment. According to the filing, the 10% owner sourced shares through the open market rather than primary subscriptions, warrant exercises, or PIPE commitments, finalizing a post-transaction position of 251,000 shares. The exhibit makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. For investors monitoring sponsor behavior during the SEARCHING phase, this Form 4 transparently documents secondary-market confidence without impacting your redemption calendar or trust-mechanics models. All figures are taken verbatim from the submission; none were computed, rounded, or supplemented with external market conventions.

Establishes the baseline trust value ($10.00 per share) and deadline (February 4, 2028) for all future redemption calculations, extension votes, and trust distributions. Discloses sponsor's nominal cost for founder shares and potential dilution. Provides the governance framework for shareholder redemptions and sponsor conduct. No target has been selected; investors are committing capital without a specific acquisition in view.

This filing sets all the foundational legal and financial terms for IRAB's public offering. It confirms that IRAB has a standard 24-month search window (deadline 2028-02-04 if the IPO is assumed to close around February 2026) and a $10.00 per share trust. The document provides critical details on the sponsor's low-cost founder shares ($0.00435/share), creating a massive incentive to close a deal, and outlines the significant dilution public shareholders will face. It also details the mechanics of shareholder redemptions and the substantial conflicts of interest within the sponsor and management team. For tracking the SPAC lifecycle, this is the primary governing document showing the trust value, timeline, and sponsor economics.

This filing provides the most definitive set of terms and disclosures for a new SPAC offering, including a $10.00 trust value, a 24-month deadline, and no minimum redemption threshold. It details a material conflict of interest: the sponsor paid $25,000 for 5.75 million founder shares ($0.00435 per share) while public investors pay $10.00 per unit. The filing also introduces a global, generalist investment strategy and a management team with prior SPAC experience (Iris Acquisition Corp/Liminatus Pharma deal).

Establishes the complete terms of the SPAC's IPO including $10.00 per unit offering price, $150 million trust, 24-month deadline to complete a business combination, sponsor and insider compensation and lock-ups, redemption rights for public shareholders, anti-dilution protections for founder shares, and potential dilution scenarios. Includes audited financials and a going concern qualification. Essential for investors to evaluate the SPAC's structure, sponsor incentives, and risks before investing.

The document confirms all core terms for a standard $150M SPAC IPO: $10.00/share trust, 24-month deadline (with potential extensions up to 36 months), redemption rights, and founder shares at $0.00435 per share. The significant going concern qualification from the auditor (KNAV) is notable for a pre-IPO SPAC. The expanded risk disclosure regarding the Investment Company Act (and the stated intention to liquidate trust assets to cash to mitigate that risk) is directly material to shareholder value, as it could reduce interest income available for redemptions or operations. The disclosure that non-managing investors will receive founder shares at nominal cost alongside their unit purchase creates a misalignment of incentives with public shareholders.

This filing provides the first detailed look at a new SPAC by the same team that previously completed a business combination with Iris Acquisition Corp. Investors can assess the terms, sponsor economics, redemption mechanics, and potential dilution. The S-1 also discloses that the company has a working capital deficiency and a going concern qualification, which is typical for a pre-IPO SPAC. The trust per share is $10.00, deadline is 24 months from IPO closing, and there is no minimum tangible asset threshold, meaning redemptions are not capped by a net tangible asset test.

What changed: Joint Acquisition Statement pursuant to Rule 13d-1(k) accompanying a Schedule 13G beneficial ownership report, executed on May 13, 2026. The undersigned parties—Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross—acknowledge that all future Schedule 13G amendments will be filed jointly and allocate individual responsibility for the timeliness and accuracy of their own disclosed information, without assuming liability for the others’ data except where they know or have reason to believe it is inaccurate. The document introduces no new redemption windows, trust disbursement schedules, extension voting procedures, business combination deadlines, or sponsor governance commitments. Why it matters: Because the filing contains only procedural acknowledgments and zero operational or financial disclosures, it does not advance Iris Acquisition II toward its stated search timeline nor trigger any change in shareholder redemption rights or trust accounting treatment. Investors relying on this filing will find no claims regarding customers, revenue, market size, strategic direction, technology assets, partnership arrangements, litigation posture, or personnel changes attributable to management, advisors, or the signatories. As a routine compliance exhibit, it solely consolidates future aggregate ownership reporting into a single submission pathway for the named holders, carrying no standalone material impact on capital structure mechanics.

What changed: A Form 8-K current report filed under Item 8.01 (Other Events). Per the registrant's disclosure, on March 9, 2026, Iris Acquisition Corp II announced a non-binding letter of intent with Freedom Metals Corporation for a potential business combination; on May 13, 2026, the registrant formally notified Freedom Metals Corporation of the termination of that letter of intent. The filing contains no adjustments to shareholder redemption windows, trust account distributions, or merger extension requests, nor does it alter the stated class A ordinary share par value ($0.0001 per share) or whole warrant exercise price ($11.50 per share). Why it matters: By terminating the preliminary discussions, the filing confirms the SPAC continues operating in a "SEARCHING" state without a pending deal, which keeps shareholder redemption rights intact and maintains the existing liquidation timeline. Chief Executive Officer Sumit Mehta countersigned the report, indicating routine governance execution following the aborted talks. The entity retains its emerging growth company classification and maintains NYSE listings under trading symbols IRAB, IRABU, and IRABW while seeking alternative acquisition candidates.

What changed: A Schedule 13G beneficial ownership report attachment consisting exclusively of two Power of Attorney exhibits executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. Attributed to The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, the attached exhibits replace prior signing authorities dated July 29, 2024, and October 1, 2024. Goldman Sachs now appoints nineteen named staff members—Sadhiya Raffique, Santosh Vinayagamoorthy, D Guru Prasad, Tobi Amusan, Akash Keshari, Papa Lette, Andrzej Szyszka, Rahail Patel, Taiki Misu, Regina Chan, Mariana Audeves Martinez, Asheesh Bajaj, Abhilasha Bareja, Veronica Mupazviriwo, Sam Prashanth, Ameen Soetan, Abhishek Vishwanathan, Elizabeth Novak, and Matthew Pomfret—as designated attorneys-in-fact capable of submitting Rule 13f-1 and Regulation 13D-G filings on the firms’ behalf. According to the instruments, each appointment remains valid until July 16, 2026, may be unilaterally revoked by the sponsoring company at any time, and automatically ceases for any individual who departs Goldman Sachs or ceases performing the assigned function before the expiration date. The documents state they are governed by New York law and were signed on July 16, 2025. Why it matters: Per the textual content of the filing, the document contains no information affecting Iris Acquisition II’s redemption deadline of 2028-02-04, its trust accounting parameters, extension mechanisms, target search progress, merger agreement status, or sponsor fiduciary conduct. The filing presents zero assertions regarding prospective targets, customer relationships, revenue projections, market sizing, technology roadmaps, strategic partnerships, personnel changes within the SPAC, or active litigation. As described in the attached Power of Attorneys, the submission serves solely as administrative housekeeping to preserve continuous compliance with federal securities reporting requirements for equities deemed beneficially owned by Goldman Sachs entities. No mechanical or operational developments for IRAB are disclosed or implied by the document.

What changed: A Form 8-K reporting an entry into a material definitive agreement, specifically a First Amendment to the Administrative Services Agreement. According to the Amendment executed on March 30, 2026, and signed by Chief Executive Officer Sumit Mehta, the Sponsor Affiliate will supply office space, utilities, and secretarial support at Unit OT 09-31, Level 9, Central Park Towers, DIFC, Dubai, United Arab Emirates. The monthly fee is fixed at $20,000. Previously accrued fees for February and March 2026 aggregating to $40,000, originally payable to the Sponsor, are redirected to the Sponsor Affiliate. The Sponsor and Sponsor Affiliate expressly waive any right, title, interest, or claim against the Trust Account established upon the IPO, agreeing not to seek recourse against trust monies for any reason. The administrative term runs until six months following the IPO, business combination consummation, or liquidation, with a provision stating the term extends if the Company uses working capital loans to pay the monthly fees. Why it matters: The Sponsor’s unconditional waiver of trust account claims directly safeguards the redemption pool, ensuring that administrative expenses and related financing do not erode shareholder proceeds. The redirection of $40,000 in accrued fees changes the payment recipient but maintains the $20,000 monthly operational burn rate outside trust reserves. This filing reflects routine administrative structuring ahead of a potential transaction but leaves the February 4, 2028 liquidation deadline, the $11.50 warrant exercise price, and the searching status unaltered. No target discovery progress, trust value shifts, or deal-specific extensions are disclosed.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The SPAC filed its first annual report, covering the pre-IPO period from incorporation (July 8, 2025) through December 31, 2025. The IPO closed on February 4, 2026, after the balance sheet date, and is disclosed as a subsequent event. The report confirms no target business has been selected, no substantive discussions have occurred, and the trust account of $168.5 million ($10.00 per share) was established post-period. Sponsor forfeited 133,333 Class B shares, leaving 5,616,667 outstanding. The SPAC has 24 months from the IPO close (February 4, 2028) to complete a business combination. Why it matters: This is the baseline filing for a new SPAC. It confirms the SPAC is still searching, the trust is fully funded at $10.00 per share, and the deadline is February 4, 2028. No new business combination or extension has been proposed.

What changed: A Form 8-K current report containing Item 8.01 disclosures and an attached Exhibit 99.1 press release, serving as an administrative announcement governing post-IPO unit separation and subsequent single-security trading. According to Item 8.01 and the accompanying press release, beginning February 24, 2026, holders of the Company’s IPO units may elect to separately trade the embedded Class A ordinary shares and redeemable warrants. The registration statement for these securities was declared effective on January 30, 2026. Separated Class A ordinary shares and warrants will trade on the NYSE under the symbols “IRAB” and “IRAB WS,” while unseparated units will maintain the “IRAB U” symbol. Holders must instruct their brokers to contact transfer agent Odyssey Transfer & Trust Company to execute the separation. The Company states that each Unit consists of one Class A ordinary share with a par value of $0.0001 and one-half of one redeemable warrant, with each whole warrant entitled to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The filing emphasizes that no fractional warrants will be issued upon separation and only whole warrants will trade. Why it matters: This filing outlines post-offering capitalization mechanics and ticker assignment but contains no information altering the SPAC’s redemption calendar, trust account balance, extension provisions, business combination target identification, or sponsor governance conduct. Therefore, the entity’s search timeline, shareholder redemption rights, and trust valuation metrics remain unaffected. The press release’s “About Iris Acquisition Corp II” section also attributes the following personnel roster to the Company: Sumit Mehta as Chief Executive Officer, Rohit Nanani as Chairman of the Board, Lisha Parmar as Chief Financial Officer, Omkar Halady as Vice President and Secretary, and board members Manish Shah, Janine Yorio, Allen Wang, and Robert Henry. The announcement confirms IPO registration effectiveness on January 30, 2026, and establishes the administrative pathway for brokerage-mediated unit splits.

What changed: A Form 3 initial statement of beneficial ownership documenting insider equity positions and subsequent acquisitions or dispositions by Chief Financial Officer Parmar Lisha of Iris Acquisition Corp II. The filing explicitly attributes no non-derivative transactions or holdings to the reporting person as of 2026-02-17. Consequently, the submission introduces zero changes to the SPAC’s redemption calendar, trust account structure or valuation, extension windows, target acquisition velocity, or sponsor conduct. Operational and capital structure parameters remain static. Why it matters: As a routine compliance exhibit required under Section 16(a) of the Securities Exchange Act, this document establishes a regulatory baseline rather than signaling strategic momentum. Because the filing records no insider accumulation, investors monitoring executive alignment, warrant exercises, or forward commitment disclosures receive no fresh signals on deal sourcing or PIPE readiness. The absence of reported positions does not indicate withdrawal or altered liquidity mechanics; it merely defers substantive insights until future Forms 4, proxy materials, or prospectus amendments detail management’s economic stake, advisory agreements, or business combination milestones.

What changed: A Form 3 initial beneficial ownership report, functioning here as a routine compliance exhibit. The filing reports no non-derivative transactions or share holdings for Halady Omkar, who is identified solely by title as Vice President and Secretary. It leaves unaltered and unreferenced the February 4, 2028 redemption deadline, the $10 per-share trust balance, any extension triggers, the ongoing SEARCH status, and provides no data on sponsor conduct or transaction pacing. Why it matters: For investors maintaining redemption calendars, trust valuations, and sponsor accountability trackers, this submission confirms a mechanical null event. The document itself attributes only an executive designation and a zero-activity declaration; it contains no claims regarding customers, revenue, market size, technology, partnerships, litigation, or strategic pivots. Its sole utility for the tracking mandate is to establish a baseline that this specific officer has not signaled early capital commitment or altered insider alignment ahead of the upcoming deadline.

What changed: A Form 3 insider ownership report filed by director Manish C. Shah for Iris Acquisition Corp II. The filing attributes zero non-derivative transactions or holdings to Director Shah as of the submission date. Consequently, there are no adjustments to insider share positions, trust account allocations, redemption windows, extension voting schedules, or sponsor behavior tracked in this submission. Why it matters: Because the filing explicitly states no blocks were acquired, sold, or converted, it provides no directional signal regarding management conviction, liquidity needs, or capital alignment ahead of the stated deadline. Investors tracking the SEARCHING phase therefore receive confirmation that the named director has maintained static equity exposure, leaving redemption probability calculations and deal-progress indicators unchanged pending subsequent disclosures.

What changed: Form 8-K current report and accompanying audited balance sheet announcing the consummation of an initial public offering. Mechanically, on February 4, 2026, the Company closed its IPO of 16,850,000 Units at $10.00 per Unit, incorporating a 1,850,000 Unit partial over-allotment exercise by Cohen and Company Capital Markets. This action places exactly $168,500,000 into the Trust Account, establishing a strict $10.00 per public share redemption baseline. The filing enforces a fixed 24-month Completion Window, setting an absolute liquidation deadline of February 4, 2028, with no discretionary extension authority disclosed. The partial over-allotment triggered the mandatory forfeiture of 133,333 Class B Founder Shares. Sponsor capital commitments include a fully settled promissory note, a lingering $21,960 stock subscription receivable, a binding $20,000 per month administrative fee payable to the Sponsor until liquidation or de-SPAC, and $7,115,000 in deferred underwriting commissions that are exclusively payable upon business combination completion. Why it matters: Substantively, the Company states it has not selected any target business or engaged in substantive discussions, confirming zero deal progress, customer contracts, or partnership announcements. Strategy depends on applying net proceeds toward a target possessing a fair market value of at least 80% of the trust balance minus deferred commissions and tax liabilities. Financial posture reflects $913,500 in operational cash, $11,030 in prepaid expenses, $136,080 in current liabilities, and a $6,305,196 accumulated deficit, anchored by the $168,500,000 trust reserve. Governance remains static under Chief Executive Officer Sumit Mehta, with zero active litigation disclosed. Internal warrant valuation models project a 53.0% de-SPAC probability, a 3.72% continuous risk-free rate, and 8.7% volatility, assigning a $0.61 fair value to public warrants alongside a $11.50 cash exercise price. Anti-dilution provisions dictate warrant price adjustments if subsequent equity financings dip below $9.20 per share while meeting specific gross proceeds thresholds. These disclosures cement the exact trust floor for shareholder redemptions, finalize the sponsor's post-forfeiture alignment, and verify the blank-target status, providing a mathematically precise baseline for capital preservation and deadline tracking ahead of any acquisition announcement.