Iris Acquisition Holdings II LLC 4

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.