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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):  May 21, 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)  

 

Registrant’s telephone number, including area code: 971 43966949

 

(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 8.01 Other Events.

 

As previously reported, on May 2, 2024, 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 had 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 has 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.

 

 

 

 

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: June 27, 2024  
     
  By: /s/ Sumit Mehta
    Name: Sumit Mehta
    Title: Chief Executive Officer