Iris Acquisition Holdings II LLC 4
4 · Iris Acquisition Corp II · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Iris Acquisition (IRAB) Sponsor Acquires Private Units; Forfeits Shares
What Happened
Iris Acquisition Holdings II LLC (the Sponsor and a 10% owner) purchased 251,000 private units from Iris Acquisition Corp II on February 4, 2026 at $10.00 per unit, for an aggregate $2,510,000. Each private unit consists of one Class A ordinary share and one-half of one warrant, so the purchase delivered 251,000 Class A shares plus 125,500 warrants (recorded as derivative acquisitions). On the same date the Sponsor had 133,333 Class B ordinary shares forfeited back to the issuer due to the partial exercise of the underwriters’ over-allotment option.
Key Details
- Transaction date: February 4, 2026; Form 4 filed February 5, 2026 (timely — filed the next business day).
- Purchase: 251,000 private units at $10.00/unit = $2,510,000 (results in 251,000 Class A shares and 125,500 warrants).
- Disposition: 133,333 Class B Ordinary Shares forfeited to the issuer (derivative disposition).
- Shares/warrants held after transactions (per filing details): approximately 5,616,667 Class B shares remaining (5,750,000 originally purchased July 15, 2025 minus 133,333 forfeited), plus 251,000 Class A shares and 125,500 warrants from the private unit purchase.
- Footnotes: Private units purchased under a Private Placement Units Purchase Agreement; Class B shares were originally purchased July 15, 2025 for $25,000 in the sponsor subscription and are subject to conversion to Class A on a one-for-one basis upon the business combination. Warrants become exercisable 30 days after completion of the initial business combination and expire five years thereafter (exercise price $11.50/share, subject to adjustment).
- Insider type: 10% owner / sponsor (institutional sponsor, not an executive officer).
Context
This filing reflects a sponsor private placement alongside the IPO process: the Sponsor paid cash for private units (purchase = a direct investment in the SPAC) while a portion of previously held Class B founder shares were forfeited due to underwriter over-allotment adjustments. The warrants acquired are derivative instruments tied to the SPAC’s eventual business combination (become exercisable only post-combination). These sponsor transactions are routine in SPAC listings and do not, by themselves, indicate the Sponsor’s view on any target.
Insider Transaction Report
- Purchase
Class A ordinary shares
[F1]2026-02-04+251,000→ 251,000 total - Disposition to Issuer
Class B Ordinary Shares
[F2]2026-02-04−133,333→ 5,616,667 total→ Class A Ordinary Shares (133,333 underlying) - Purchase
Warrants to purchase Class A ordinary shares
[F3]2026-02-04+125,500→ 125,500 totalExercise: $11.50→ Class A ordinary Shares (125,500 underlying)
Footnotes (3)
- [F1]Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor ("Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into with the Issuer. Each private unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased at $10.00 per unit for an aggregate purchase price of $2,510,000.
- [F2]On July 15, 2025, the Sponsor purchased 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the Issuer for an aggregate purchase price of $25,000 as pursuant to a Securities Subscription Agreement (the, of which up to 750,000 of the Class B Ordinary Shares were subject to forfeiture depending on the extent to which the Issuer's underwriters' over-allotment option was exercised during the Issuer's initial public offering. The underwriters' over-allotment option was partially exercised on February 4, 2026 and therefore 133,333 Class B Ordinary shares of the Sponsor were forfeited. The Class B Ordinary Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustments. The Class B Ordinary Shares have no expiration date.
- [F3]The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation.