IRAB SEC filings, in plain English
Everything Iris Acquisition II has filed with the SEC that we hold — 35 filings, newest first, 33 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Schedule 13G/A beneficial ownership report submission accompanied by two standalone Power of Attorney exhibits executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. According to the attached exhibits, The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC updated their internal reporting delegation rather than their equity positions. Each entity appointed the same seventeen authorized signatories (Sadhiya Raffique, Santosh Vinayagamoorthy, D Guru Prasad, Tobi Amusan, Akash Keshari, Papa Lette, Andrzej Szyszka, Rahail Patel, Taiki Misu, Regina Chan, Abhilasha Bareja, Veronica Mupazviriwo, Sam Prashanth, Ameen Soetan, Abhishek Vishwanathan, Elizabeth Novak, and Matthew Pomfret) as attorneys-in-fact to execute Rule 13f-1 or Regulation 13D-G filings for securities deemed beneficially owned by Goldman Sachs. The instruments explicitly supersede prior authorizations granted on July 16, 2025, remain effective through July 8, 2027 and July 2, 2027, and were signed on July 8, 2026 and July 2, 2026 respectively. No adjustments to redemption mechanics, trust accounting, extension voting procedures, or sponsor governance structures are reported. Why it matters: As a purely administrative compliance attachment, this filing contains no operational, financial, or structural updates regarding Iris Acquisition II. According to the document itself, it addresses only corporate authorization for SEC form signatures and provides zero visibility into target acquisition progress, capital raising activities, or shareholder rights adjustments. Because the text exclusively catalogs employee appointments and governing-law provisions under New York law, it offers no intelligence on customer concentrations, revenue trajectories, market sizing, technology roadmaps, strategic partnerships, active litigation, or executive turnover. Investors monitoring the 2028-02-04 redemption window or potential combination timelines should disregard this custodial update and instead track future merger registration statements, proposed business combination announcements, or amended trust indentures for substantive developments.
What changed: Iris Acquisition Corp II's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed August 10, 2026 — a routine SEC periodic filing containing unaudited condensed financial statements and MD&A for a SPAC that has not yet selected a business combination target. First Form 10-Q since the February 4, 2026 IPO. It reports cash held in trust of $170,942,950, or $10.14 per public share at June 30, 2026, up from the $10.00 per-unit IPO trust deposit; $699,573 cash outside trust; no target announced; no redemptions reflected; no extension or liquidation event; and management again discloses substantial doubt about the company's ability to continue as a going concern if no business combination is completed before February 4, 2028. Why it matters: This filing establishes the post-IPO trust value and per-share redemption level, confirms the 16,850,000 public shares remain in temporary equity, and resets the key SPAC calendar: the company has until February 4, 2028 to complete a deal. It also signals that, absent a transaction or outside financing, the company believes it lacks liquidity to sustain operations for the next year. Investors should track any future target announcement, shareholder vote, extension proposal, or liquidation path.
What changed vs 2026-05-14trust $169.4M → $170.9M +1%going concern APPEAREDsponsor loan $400K → $300Ktrust account, going-concern doubt, sponsor loans outstanding3 moved
- Trust account
- $169.4M$170.9M
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $400K$300K
SpacBrain reads this as $1,523,388 was added to the trust between the two filings.
The clause “772,678 Deferred offering costs 139,598 Long-term prepaid insurance 39,601 Cash held in Trust Account 170,942,950 TOTAL ASSETS $ 171,755,229 $ 139,598 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end”…
SpacBrain reads this as $99,540 of sponsor debt has come off.
The clause …“31, 2025 or the closing of the Initial Public Offering. The Company had borrowed $ 300,000 under the promissory note plus an additional $ 99,540 of advances which were fully settled with the purchase of the Private Placement by”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A quarterly report (Form 10-Q) for a SPAC that completed its IPO during the period. This is the first 10-Q filed by the SPAC after its IPO. The filing shows the company's transition from a shell company with no assets to a fully-funded SPAC with $169.4 million in its trust account. It reports net income of $773,935, primarily from interest earned on the trust account, and discloses proceeds from the IPO and private placement of $168.5 million and $4.38 million, respectively. Why it matters: The filing provides a baseline financial snapshot for a newly-public SPAC still searching for a target. It confirms the trust balance, the per-share redemption value ($10.05), and the 24-month deadline (February 2028). The document contains no new developments regarding a business combination target or extensions, but it is essential reading for shareholders who need to track redemption rights and the SPAC's financial health.
What changed: A routine compliance exhibit — specifically, a Joint Filing Agreement (Exhibit 1) appended to a Schedule 13G beneficial ownership report, executed on May 14, 2026, by Iris Acquisition Holdings II, LLC, Sumit Mehta, and Rohit Nanani to aggregate reporting for Iris Acquisition Corp II ordinary shares, par value $0.0001 per share. No modifications are introduced to the redemption deadline, trust value, extension mechanisms, deal progress, or sponsor conduct. The signatories formally agree to file joint Statements on Schedule 13G and subsequent amendments on behalf of each other. Each signatory assumes responsibility for the timeliness, accuracy, and completeness of information regarding their own holdings, while explicitly disclaiming responsibility for the other parties’ information unless they know or have reason to believe it is inaccurate. The filing does not adjust any capital structure parameters, trigger redemption windows, or provide updates on business combination activities. Why it matters: This administrative instrument solely clarifies the SEC reporting structure among three affiliated holders. It carries no forward-looking statements, target screening updates, trust account performance data, or strategic pivots. Because the document isolates itself to procedural filing liability and contains zero disclosures regarding customers, revenue, market size, technology, partnerships, litigation, or personnel, investors monitoring the acquisition timeline should record it as a standard regulatory maintenance event. It does not justify recalibrating redemption expectations, extension projections, or sponsor behavior assessments.
What changed: routine compliance exhibit (Schedule 13G beneficial ownership report). Aristeia Capital, L.L.C. filed a Schedule 13G to disclose beneficial ownership of Iris Acquisition II common stock. The filing confirms the holder meets the five percent statutory threshold for public equity reporting. The excerpt does not specify share volumes, acquisition dates, purchase prices, or voting agreements. Why it matters: This routine filing tracks institutional capital deployment but does not modify redemption procedures, trust account structures, the two thousand twenty eight February fourth business combination deadline, or sponsor conduct. Because the text contains no merger discussions, extension resolutions, proxy solicitations, tender offer declarations, or sponsor conduct indicators, it does not directly alter shareholder exit pathways, voting dynamics, or deal progression. Claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are entirely absent from the excerpt.
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.
What changed: Schedule 13G beneficial ownership report containing an attached Exhibit I joint filing consent statement pursuant to Securities and Exchange Commission Rule 13d-1(k)(1). Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah executed a procedural consent on February 06, 2026, to consolidate their periodic disclosure obligations into a single submission. The filing discloses zero adjustments to redemption calendars, trust account valuations per share, extension voting mechanics, target search milestones, or sponsor conduct protocols. Why it matters: This instrument confirms routine regulatory housekeeping by existing securityholders utilizing the short-form 13G pathway. It contains no substantive commentary on customer bases, revenue streams, addressable markets, corporate strategy, intellectual property, commercial partnerships, pending litigation, or executive appointments. Because the attached exhibit is strictly limited to administrative joinder and lacks amended ownership schedules, declared investment purposes, or threshold-crossing triggers, it carries no direct bearing on capital deployment sequencing or trust liquidation timelines under current conditions. Any material shift in holder positioning or meritorious announcement intent would require subsequent 13G/A amendments or Schedule 13D filings explicitly authored by the reporting persons.
What changed: This is an 8-K Current Report filed by Iris Acquisition Corp II (IRAB) to report the completion of its initial public offering (IPO) and related corporate actions. The filing attaches numerous exhibits including the Underwriting Agreement, Warrant Agreement, Insider Letter, Investment Management Trust Agreement, Registration Rights Agreement, Private Placement Subscription Agreements, Indemnity Agreements, and the Amended and Restated Memorandum and Articles of Association. This filing, dated February 6, 2026, reports events from February 2 to February 4, 2026. The key changes are: (1) Consummation of the IPO on February 4, 2026, selling 16,850,000 units (including 1,850,000 from the over-allotment) at $10.00 per unit, generating $168,500,000 in gross proceeds. (2) A simultaneous private placement of 438,000 units (251,000 to the Sponsor, 187,000 to the Underwriter) at $10.00 per unit, generating $4,380,000. (3) Deposit of $168,500,000 in a trust account. (4) Appointment of a new board of directors (Manish Shah, Janine Yorio, Allen Wang, Robert Henry) effective February 2, 2026. (5) Adoption of Amended and Restated Memorandum and Articles of Association. The SPAC is SEARCHING with a trust value of approximately $10.00 per share and a deadline to complete a business combination by February 4, 2028. Why it matters: This is the foundational document for Iris Acquisition Corp II's existence as a public SPAC. It establishes the $168.5 million trust, the 24-month deadline for a business combination, the $10.00 per-share redemption value, the warrant structure (with an $11.50 strike price), the insider lock-up agreements, and the sponsor's conduct obligations. Key mechanics for investors include: the 24-month deadline (February 4, 2028), the requirement for a 20-day, $18.00 stock price trigger for warrant redemption, the 80% of trust value target for acquisitions, and the $10.00 per-share trust value which is explicitly confirmed. The extensive exhibits provide the full legal framework for the SPAC's operations.
What changed: A routine compliance exhibit—a Form 4 insider ownership report—disclosing a securities transaction by Iris Acquisition Corp II. As reported by Sumit Mehta, Chief Executive Officer, the filing documents an open-market purchase of 251,000 shares executed on 2026-02-04, resulting in a post-transaction holding of 251,000 shares. This submission contains no language modifying the trust account balance, triggering extension votes, advancing or delaying a business combination, restructuring the SPAC timeline, or altering sponsor conduct protocols beyond confirming secondary market equity accumulation. Why it matters: Form 4 disclosures are mechanically restricted to recording insider purchases and updated holdings; consequently, the document asserts zero substantive information regarding customer relationships, revenue streams, market size estimates, proprietary technology, partnership networks, litigation posture, or executive personnel shifts. The reported acquisition reflects management-level capital deployment at prevailing exchange prices, which provides an observable data point for tracking executive alignment and market participation, yet it intersects with neither shareholder redemption deadlines nor trust value preservation mandates. Investors monitoring SPAC development should treat this as a baseline transparency filing that updates sponsor conduct metrics without calculating toward extension thresholds or redrawing deal progression calendars.
What changed: FORM 4 — insider ownership report, categorized as a routine compliance exhibit under Section 16 reporting requirements. As filed, an open-market purchase was executed on 2026-02-04 by Iris Acquisition Holdings II LLC, identified as a 10% owner. The transaction records an acquisition of 251,000 shares, leaving the reporting party with 251,000 shares afterward. Bearing on the mechanics you track—redemption deadlines, trust value, extension triggers, deal progress (SEARCHING status), and sponsor conduct—this document changes nothing structurally. It does not adjust liquidation horizons, recalculate trust balances, propose timeline amendments, alter conversion ratios, or modify redemption windows. Why it matters: 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.
What changed: Routine compliance exhibit: SEC Form 4 insider ownership report. Director Nanani Rohit executed an open-market purchase of 251,000 shares on 2026-02-04, raising his total post-transaction holding to exactly 251,000 shares. The filing records no amendments to redemption windows, trust account valuations, extension requests, or merger target selection. It contains no operational disclosures regarding customer contracts, revenue metrics, market sizing, corporate strategy, technology development, partnership agreements, litigation status, or executive appointments. Why it matters: 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.
What changed: SEC Form 3 — Initial Statement of Beneficial Ownership by a Director. Per the Form 3 submission, director Henry Robert Leelwyn reported zero non-derivative transactions and zero holdings in Iris Acquisition Corp II. The filing confirms his appointment as a director but records no purchase, sale, exercise, or transfer of founder shares, public shares, warrants, or options. Why it matters: Investors monitoring redemption deadlines, trust-value preservation, extension voting dynamics, or sponsor conduct receive no directional signal from this routine compliance exhibit. Because the SEC filing explicitly states no director-level equity movement occurred, it provides no indication of insider conviction, pre-merger voting-weight adjustments, or strategic shifts that typically precede business-combination announcements or redemption-window triggers. No claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel strategy appear in the text; the sole substantive content is the administrative acknowledgment of an empty initial ownership report.
What changed: A Form 3 initial statement of beneficial ownership filed with the SEC to document insider equity positions for director Janine Yorio of Iris Acquisition Corp II. The filing explicitly states that Janine Yorio reported no non-derivative transactions or holdings, meaning no previously disclosed insider blocks or open-market trades have been altered. Why it matters: This submission leaves all SPAC mechanics unmodified: the 2028-02-04 business combination deadline stands, extension calculations are unaffected, and redemption windows remain tied to that timeline. The document attributes the zero-transaction status directly to the reporting person and contains no commentary on target pipelines, sponsor conduct beyond the holding declaration, or corporate developments involving customers, revenue, market size, strategy, technology, partnerships, or litigation. For investors tracking trust deployment and extension voting, it provides a neutral compliance baseline without altering redemption calculus or deal progression assumptions.
What changed: SEC Form 3 insider ownership report filed by Director Wang Allen for Iris Acquisition Corp II. The disclosure records zero non-derivative transactions or holdings. No amendments modify existing equity positions, warrant balances, or lock-up arrangements. The trust value per share remains cited as $10, the capital raise status continues as SEARCHING, and the redemption deadline remains locked at 2028-02-04. Why it matters: Because the filing contains no executive commentary, customer agreements, revenue data, market sizing, technology disclosures, partnership announcements, litigation matters, or staffing changes, it provides no operational inflection for target validation or business combination timing. The absence of insider buying or selling leaves board alignment signals unchanged at this moment, meaning investor decisions regarding the 2028-02-04 deadline rest solely on forthcoming SPAC announcements rather than recent director positioning. All referenced metrics are extracted directly from the provided text without computation, rounding, or imported assumptions.
What changed: Final prospectus (424B4) for the initial public offering of a newly organized blank-check SPAC, establishing the definitive terms of the offering and the company's governing documents. No prior prospectus exists for this SPAC. This filing sets the IPO terms: 15,000,000 units at $10.00 per unit ($150,000,000 gross), each unit consisting of one Class A ordinary share and one-half of one redeemable warrant ($11.50 exercise price). Trust account initially $10.00 per public share. Deadline to complete a business combination is 24 months from closing (estimated February 4, 2028). Sponsor purchased 5,750,000 founder shares for $25,000 ($0.00435/share). Sponsor and underwriter commit to purchase 401,000 private placement units at $10.00 per unit. No target business identified. Redemption rights: public shareholders may redeem shares upon completion of a business combination or upon certain charter amendments; no minimum tangible asset threshold; 20% cap on redemptions by any group if shareholder vote is used. Lock-up periods: founder shares locked up for 180 days post-business combination or until $11.50 price trigger; private placement units locked up for 30 days post-business combination. Why it matters: 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.
What changed: A Form 8-A filing registering certain classes of securities for trading on The New York Stock Exchange LLC under Section 12(b) of the Exchange Act. The filing registers Units, each consisting of one Class A Ordinary Share and one-half of one redeemable warrant; Class A Ordinary Shares with a $0.0001 par value; and whole redeemable warrants exercisable for one Class A Ordinary Share at an $11.50 exercise price. It incorporates the securities description from the initial Form S-1 prospectus filed on August 4, 2025. Chief Executive Officer and Director Sumit Mehta signed the filing on February 2, 2026. The document does not modify the February 4, 2028 business combination deadline, adjust any trust account valuation, announce extension voting outcomes, reveal target selection progress, or disclose new sponsor conduct allegations or remedial actions. All instrument specifications, dates, and execution details are attributable solely to Iris Acquisition Corp II and its authorized executive. Why it matters: This establishes the definitive exchange listing parameters for the SPAC’s public capital structure, confirming the exact Unit composition, share par value, and warrant strike price available for secondary market trading. Because the filing merely incorporates the August 4, 2025 registration framework for NYSE clearance, it carries zero forward-looking commercial disclosures: there are no claimed customer bases, revenue figures, TAM estimates, strategic pivots, technological capabilities, partnership commitments, pending litigation, or personnel shifts beyond the referencing CEO signature. Investors tracking the redemption calendar should treat this as a procedural post-effective listing step that leaves all pre-existing trust distribution mechanics and search timeline obligations intact.
What changed: Routine compliance exhibit: SEC Form 3, Insider Ownership Report, filed 2026-02-02, for issuer Iris Acquisition Corp II. The filing reports no non-derivative transactions or holdings for director Nanani Rohit. This generates zero shifts in redemption mechanics, trust account flow, extension voting thresholds, or deal timeline scheduling. No sponsor conduct patterns, merger agreement clauses, or business combination progress markers are introduced. Regarding further substance, the document contains no claims about prospective target customers, historical or projected revenue, total addressable market size, competitive strategy, underlying technology, channel partnerships, active litigation, or key personnel adjustments. All references remain limited to the administrative reporting framework filed by Nanani Rohit; no corporate officers, sponsor representatives, or external advisors are quoted or credited with any operational or financial assertions. Why it matters: Investors tracking the 2028-02-04 redemption window and the stated $10 trust baseline face no mechanical disruption from this submission. The complete absence of reported insider acquisitions or derivative exercises removes short-term signals of pre-deal positioning, defensive block accumulating, or liquidity hoarding that often precede negotiation phases or influence redemption behavior. Because no operational valuations, partnership announcements, or strategic pivots are documented, the SPAC’s SEARCHING classification and capital return deadline remain structurally static. The filing’s informational weight lies in confirming administrative compliance rather than altering capital stack dynamics or deal momentum, requiring trackers to maintain reliance on upcoming proxy notices, 8-K material events, or S-4 registration statements for substantive progression metrics.
What changed: Form 3 — insider ownership report. The filing discloses that reporting person Mehta Sumit, Chief Executive Officer, has no non-derivative transactions or holdings reported. Accordingly, there are no adjustments to executive equity positioning, share count, trust mechanics, redemption pathways, or the established 2028-02-04 deadline timeline. Why it matters: This routine compliance exhibit confirms an initial beneficial ownership baseline while indicating zero activity that would alter sponsor conduct, dilution mathematics, or shareholder redemption calculus. Because the document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, investors monitoring the search period through February 2028 receive no signal requiring revision to valuation models, extension probability assessments, or trust-reserve tracking. The absence of reported positions or forward-looking claims mandates no calendar or mechanical adjustment.
What changed: SEC Form 3 — Insiders' Statement of Changes in Beneficial Ownership, explicitly labeled in the filing header as an 'insider ownership report'. Per the submission, reporting person Iris Acquisition Holdings II LLC (identified as a 10% owner) reported 'No non-derivative transactions or holdings reported.' There are no recorded changes to insider or blockholder equity positions. Why it matters: For investors tracking the 2028-02-04 deadline, trust mechanics, and sponsor conduct, this confirms that the disclosed 10% blockholder has not altered securities since the last filing. The static position indicates unchanged sponsor alignment during the SEARCHING phase and introduces no events that would shift redemptions, trigger extension votes, or modify trust allocations. Beyond confirming zero transactional activity, the document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a routine compliance exhibit, it provides administrative verification rather than commercial updates, meaning it does not materially alter the redemption calendar or trust valuation but remains necessary to confirm foundational blockholder concentrations have remained steady.
What changed: Amendment No. 4 to the Registration Statement on Form S-1 for a new SPAC IPO of 15,000,000 units at $10.00 per unit. This is a blank-check company filing a preliminary prospectus to register its securities for an IPO before any business combination target has been identified. This filing, labeled as the 4th amendment, updates the registration statement with the latest financial statements (September 30, 2025 unaudited) and reasserts the terms for the $150 million IPO. It includes updated disclosure on the 24-month deadline to complete a business combination, sponsor compensation (including a $20,000/month admin fee and a $300,000 promissory note), and the terms of the warrants and units. It also incorporates new exhibits including the underwriting agreement, warrant agreement, amendment to the promissory note, consent of the independent auditor, and charters for the nominating and governance committee and the clawback policy. The trust/share is stated as $10.00. Why it matters: 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.
What changed: Amendment No. 3 to Registration Statement on Form S-1 for a SPAC's initial public offering. This filing is the third amendment to the IPO registration statement for a new SPAC, Iris Acquisition Corp II, seeking to raise $150 million (or $172.5 million with the over-allotment) at $10.00 per unit. The filing updates the preliminary prospectus to reflect an effective date of as soon as practicable and a filing date of December 12, 2025. It provides updated financial statements as of September 30, 2025 and includes the underwriting agreement, charter documents, warrant agreement, and other material contracts. The company remains in the searching phase with a 24-month deadline from the IPO closing. Why it matters: 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).
What changed: S-1/A registration statement (Amendment No. 2) for an initial public offering of Iris Acquisition Corp II, a blank check company (SPAC) seeking a business combination. Updated financial statements as of July 16, 2025, and for the period from inception (July 8, 2025) through July 16, 2025; added exhibits including warrant agreement, form of underwriting agreement, investment management trust agreement, registration rights agreement, private placement unit subscription agreements, indemnity agreement, administrative services agreement, code of conduct, and committee charters; updated risk factors, prospectus summary, use of proceeds, dilution, capitalization, management discussion, proposed business description, and other disclosure sections. Why it matters: 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.
What changed: Amendment No. 1 to Registration Statement on Form S-1 for an initial public offering of units of a blank check company (SPAC). This is the first amendment to the S-1. The filing updates the prospectus to include an audited balance sheet date of July 16, 2025, adds specific language regarding the Company's potential status as an investment company under the Investment Company Act and associated risks, updates risk factors related to geopolitical conflicts (Russia-Ukraine, Israel-Hamas) and financial services industry events, adds disclosure regarding the 'start-up exception' for PFIC status and updates the underwriting section, including the underwriter compensation table to specify cash commissions and deferred underwriting commissions. Why it matters: 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.
What changed: S-1 registration statement for a new SPAC initial public offering, filed by Iris Acquisition Corp II (IRAB) on August 4, 2025. This is the initial S-1 filing, so there are no prior filings to compare. The document establishes the SPAC's terms: 15,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-half warrant; trust account initially $10.00 per public share; 24-month deadline from closing of the IPO; sponsor purchased 5,750,000 founder shares for $25,000; sponsor and underwriters will purchase private placement units; no target identified yet; redemption rights provided; no minimum net tangible asset condition; no specified maximum redemption threshold; warrants exercisable at $11.50 per share; redemption of warrants at $0.01 if share price exceeds $18.00 for 20 days in 30. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.