UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K filed on March 31, 2023 with the Securities and Exchange Commission (“SEC”), Iris Acquisition Corp (the “Company”) received a written notice on March 28, 2023, from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceeding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”).
In accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Rule”), the Company was provided 180 calendar days, or until September 25, 2023, to regain compliance with the MVLS Requirement. Subsequently, on September 26, 2023, the Company received a letter from the Staff indicating that the Company had not regained compliance with the Rule (the “Delisting Notice”), and that accordingly, its securities will be delisted from Nasdaq. Unless the Company requests an appeal of that determination pursuant to procedures set forth in the Nasdaq Listing Rule 5800 Series, trading of the Company’s common stock will be suspended at the opening of business on October 5, 2023, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq.
The Company intends to appeal the Staff’s delisting determination by requesting a hearing before a Hearings Panel (the “Panel”). Such request would automatically stay the suspension of the Company’s securities pending the Panel’s decision (“Stay Period”).
As of September 25, 2023, the Company’s MVLS exceeded the MVLS Requirement and continues to exceed the MVLS Requirement as of the date of this Form 8-K. It is the Company’s expectation that if the Company continues to meet the MVLS Requirement for 10 consecutive trading days during the Stay Period, the Company will be deemed by Nasdaq to have regained compliance with the MVLS Requirement and the delisting process will be terminated.
Item 8.01 Other Events.
As of September 25, 2023, the Company had 7,306,609 shares of Class A common stock, par value $0.0001, issued and outstanding.
Forward Looking Statements
Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “anticipates,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Nasdaq Listing Rules in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.
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 | ||
| Dated: October 2, 2023 | ||
| By: | /s/ Sumit Mehta | |
| Name: Sumit Mehta | ||
| Title: Chief Executive Officer | ||
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