Nanani Rohit 4

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.