IRAAU Iris Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  September 7, 2023

 

IRIS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 

Delaware		001-40167		85-3901431
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3rd Floor Zephyr House

122 Mary Street, George Town

PO Box 10085

Grand Cayman KY1-1001, Cayman Islands

(Address of principal executive offices) (Zip Code)  

 

971 4 3966949

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant		IRAAU		The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share		IRAA		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock $11.50 per share		IRAAW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 7, 2023, Iris Acquisition Corp, a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware an amendment to the Company’s amended and restated certificate of incorporation (the “Third Amendment”): (i) to change the date by which the Company must consummate a business combination to December 9, 2023 (the “Extension Amendment”) (subject to an additional three month extension at the discretion of the Board of Directors of the Company (the “Board”)); (ii) to remove from the charter the limitation on share repurchases prior to the consummation of a business combination that would cause the Company’s net tangible assets to be less than $5,000,001 following such repurchases, and the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001 either immediately prior or subsequent to the consummation of such business combination (the “NTA Amendment”); and (iii) to amend the charter to provide for the right of a holder of shares of the Class B common stock of the Company, par value $0.0001 per share, to convert such shares into shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of a business combination (the “Founder Share Amendment and, together with the Extension Amendment and the NTA Amendment, the “Charter Amendments”).

 

The Company’s stockholders approved the Charter Amendments at a special meeting of stockholders of the Company (the “Special Meeting”) on September 7, 2023. The foregoing description of the Charter Amendments are qualified in their entirety by the full text of the Charter Amendments, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On September 7, 2023, at the Special Meeting, a total of 8,066,753 (or 97.037%) of the Company’s issued and outstanding shares of Class A common stock (“Public Shares”) and Class B common stock held of record as of August 14, 2023, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.

 

Proposal 1. To approve amendments to the Company’s charter to change the date by which the Company must consummate a business combination to December 9, 2023 (subject to an additional three month extension at the discretion of the Board).

 

For		Against		Abstained		Broker Non-Votes
7,908,565		158,188		0		0

 

 

Proposal 2. To approve amendments to the Company’s charter to remove from the charter: (i) the limitation on share repurchases prior to the consummation of a business combination that would cause the Company’s net tangible assets to be less than $5,000,001 following such repurchases, and (ii) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001 either immediately prior or subsequent to the consummation of such business combination.

 

For		Against		Abstained		Broker Non-Votes
7,908,164		158,589		0		0

 

Proposal 3. To approve amendments to the Company’s charter to provide for the right of a holder of shares of the Class B common stock of the Company, par value $0.0001 per share, to convert such shares into shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of a business combination.

 

For		Against		Abstained		Broker Non-Votes
8,059,581		7,172		0		0

 

Proposal 4. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.

 

For		Against		Abstained		Broker Non-Votes
8,034,565		32,188		0		0

 

Although this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

 

In connection with the Special Meeting, stockholders holding 1,006,495 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.28 per share, subject to adjustment for applicable taxes, including, but not limited to, franchise tax, excise tax and income tax. Following such redemptions, approximately $4,183,576.40 will be left in trust, subject to adjustment for applicable taxes, including, but not limited to, franchise tax, excise tax and income tax and 406,609 Public Shares will remain outstanding.

  

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation of Iris Acquisition Corp, filed on September 7, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		IRIS ACQUISITION CORP
Date: September 12, 2023	By:	/s/ Sumit Mehta
		Name:	Sumit Mehta
		Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

 

THIRD AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

IRIS ACQUISITION CORP

 

IRIS ACQUISITION CORP (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

1.

The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 5, 2020 under the name “Tribe Capital Growth Corp I”. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on March 4, 2021 and thereafter amended by a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on July 26, 2022, and by a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on December 20, 2022 (the Amended and Restated Certificate of Incorporation, as amended, the “Amended and Restated Certificate”).

 

2.

This Certificate of Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.

 

3.

This Certificate of Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and 65% of the stock entitled to vote at a meeting of stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

4.

The text of Section 4.3(b)(i) of Article IV is hereby amended and restated to read in full as follows:

 

(b)(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the closing of the Business Combination.

 

5.

The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:

 

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 25, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of: (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by December 9, 2023 (subject to an additional three month extension at the discretion of the Board) (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or amendments to this Amended and Restated Certificate prior thereto or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

 

6.

The text of Section 9.2(a) of Article IX is hereby amended and restated to read in full as follows:

 

(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.

 

7.

The text of Section 9.2(e) of Article IX is hereby amended and restated to read in full as follows:

 

(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.

 

8.

Section 9.2(f) of Article IX is hereby removed in its entirety.

 

9.

The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:

 

If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify (i) the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination or the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (ii) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares.

 

 

IN WITNESS WHEREOF, Iris Acquisition Corp has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 7th day of September, 2023.

 

IRIS ACQUISITION CORP

 

By:	/s/ Sumit Mehta
Name:	Sumit Mehta
Title:	Chief Executive Officer

 

 

v3.23.2

Cover	Sep. 07, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 07, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40167
Entity Registrant Name	IRIS ACQUISITION CORP
Entity Central Index Key	0001831874
Entity Tax Identification Number	85-3901431
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3rd Floor Zephyr House
Entity Address, Address Line Two	122 Mary Street, George Town
Entity Address, Address Line Three	PO Box 10085
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1001
City Area Code	971
Local Phone Number	4 3966949
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Unit [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	IRAAU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	IRAA
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock $11.50 per share
Trading Symbol	IRAAW
Security Exchange Name	NASDAQ

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