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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 4, 2024
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)
Registrants telephone number, including area code: 971 4 3966949
(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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously reported, Iris Acquisition Corp
(the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company failed to comply with Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), which requires that a
special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration
statement (the “Nasdaq Deadline”). The Company submitted a request for a hearing with Nasdaq to appeal the delisting determination
on March 12, 2024. On May 2, 2024, the Company received a written notice from the Listing Qualifications Department of Nasdaq, notifying
the Company that because it no longer met the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market under Nasdaq
Listing Rule 5810(d)(2), this deficiency was an additional basis for delisting and the Company would also need to address this deficiency
at the Hearing. On May 9, 2024, the Nasdaq Hearings Panel (the “Panel”) convened to hear the Company’s appeal. On May
21, 2024, the Company received a response from the Panel granting the Company’s request for continued listing on The Nasdaq Capital
Market. The Company had until September 3, 2024, to demonstrate compliance with all applicable requirements for initial listing on The
Nasdaq Global Market by the Company’s successor, Iris Parent Holding Corp.
On September
4, 2024, the Company received a notice (the “Delisting Notice”) from Nasdaq stating that Nasdaq has determined to delist the
Company’s securities on The Nasdaq Capital Market. Trading was suspended in the Company’s securities effective at the open
of business on September 6, 2024.
Following
the suspension of trading on The Nasdaq Capital Market, the Company’s Units, shares of Class A common stock and warrants will be
eligible to trade on the OTC Pink Marketplace under the symbols “IRAAU,” “IRAA” and “IRAAW,” respectively.
Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities
and Exchange Act of 1934, as amended, on Form 25 with the U.S. Securities and Exchange Commission.
Notwithstanding
the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to continue to pursue the previously
disclosed proposed business combination, as well as the listing of securities of Iris Parent Holding Corp. on Nasdaq.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 5, 2024, 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 to change the date by which
the Company must consummate a business combination to December 31, 2024 (the “Extension Amendment”).
The Company’s stockholders approved the Extension Amendment at
a special meeting of stockholders of the Company (the “Special Meeting”) on September 5, 2024. The foregoing description of
the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is 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 5, 2024, at the Special Meeting,
a total of 7,043,238 (or 98%) of the Company’s issued and outstanding shares of Class A common stock held of record as of August
19, 2024, 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 31, 2024 (subject
to an additional three month extension at the discretion of the Board) (the “Extension Proposal”.)
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
7,043,238 |
|
0 |
|
0 |
|
0 |
Proposal 2. 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 |
7,043,238 |
|
0 |
|
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 48,107 shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption
price of approximately $11.02 per share, subject to adjustment for applicable taxes, including, but not limited to, franchise tax, excise
tax and income tax. Following such redemptions, approximately $2,655,144.77 will be left in trust, subject to adjustment for applicable
taxes, including, but not limited to, franchise tax, excise tax and income tax and 7,138,930 shares will remain outstanding.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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 10, 2024 |
By: |
/s/ Sumit Mehta |
|
|
Name: |
Sumit Mehta |
|
|
Title: |
Chief Executive Officer |
Exhibit 3.1
FIFTH 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, by a Certificate of Amendment of the Amended
and Restated Certificate of Incorporation on December 20, 2022, a Certificate of Amendment
of the Amended and Restated Certificate of Incorporation on September
7, 2023 and March 7, 2024 (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 9. I (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 l 00% of the
Offering Shares (as defined below) if
the Corporation is unable
to complete its initial Business Combination
by December 31, 2024 (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.” |
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 5th day of September, 2024.
IRIS ACQUISITION CORP |
|
|
|
|
|
|
|
By: |
/s/ Sumit
Mehta |
|
Name: |
Sumit Mehta |
|
Title: |
Chief Executive Officer |
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IRIS ACQUISITION CORP
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Iris Acquisition (NASDAQ:IRAAW)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
Iris Acquisition (NASDAQ:IRAAW)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024