Nanani Rohit 4
4 · Iris Acquisition Corp II · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Iris Acquisition (IRAB) Director Rohit Nanani Buys 251,000 Units
What Happened
Rohit Nanani, a director of Iris Acquisition Corp II (IRAB), is reported as having purchased 251,000 private units through the issuer’s sponsor for $10.00 per unit (aggregate $2,510,000). Each private unit includes one Class A ordinary share and one-half of a warrant, resulting in 251,000 Class A shares and 125,500 warrants recorded as acquired. Separately, 133,333 Class B ordinary shares held by the sponsor were forfeited to the issuer (a disposition). These transactions were reported for 2026-02-04 and filed on 2026-02-05.
Key Details
- Transaction date(s): 2026-02-04; Form 4 filed 2026-02-05 (timely).
- Purchase: 251,000 private units at $10.00/unit = $2,510,000 (recorded as 251,000 Class A shares and 125,500 warrants).
- Disposition: 133,333 Class B ordinary shares forfeited to the issuer (no cash price reported).
- Shares/warrants after transactions (held of record by the sponsor): 251,000 Class A shares, 125,500 warrants, and 5,616,667 remaining Class B ordinary shares (5,750,000 original Class B less 133,333 forfeited).
- Notable footnotes: Mr. Nanani has voting and dispositive power over the securities held of record by Iris Acquisition Holdings II LLC (the sponsor) due to his control of the sponsor’s managing member, but he disclaims beneficial ownership of sponsor-held securities except to the extent of his pecuniary interest.
- Filing timeliness: Report appears timely (reported 02/04/2026, filed 02/05/2026).
Context
- Private unit terms: each unit = 1 Class A share + 1/2 warrant; warrants become exercisable 30 days after the completion of the company’s initial business combination and expire five years after that date (exercise price $11.50 per full warrant).
- Class B shares: Class B ordinary shares convert one-for-one into Class A shares upon or immediately following an initial business combination (or earlier at holder’s option). The 133,333 forfeited Class B shares reflect partial exercise of the underwriters’ overallotment.
- Ownership note for investors: These shares/warrants are held of record by the sponsor. Mr. Nanani’s control of the sponsor gives him voting/dispositive power, but he disclaims beneficial ownership except for any economic (pecuniary) interest.
Insider Transaction Report
Form 4
Nanani Rohit
Director
Transactions
- Purchase
Class A ordinary shares
[F1]2026-02-04+251,000→ 251,000 total(indirect: See Footnote) - Disposition to Issuer
Class B Ordinary Shares
[F2][F3]2026-02-04−133,333→ 5,616,667 total(indirect: See Footnote)→ Class A Ordinary Shares (133,333 underlying) - Purchase
Warrants to purchase Class A ordinary shares
[F4]2026-02-04+125,500→ 125,500 total(indirect: See Footnote)Exercise: $11.50→ Class A ordinary Shares (125,500 underlying)
Footnotes (4)
- [F1]Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor (the "Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into between the Sponsor and 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. Rohit Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
- [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 , 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 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]Mr. Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
- [F4]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. Mr. Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
Signature
/s/ Rohit Nanani|2026-02-05