Iris Acquisition Corp II 8-K

What Happened

• Iris Acquisition Corp II announced that its registration statement was declared effective by the SEC on January 30, 2026 and that it consummated its initial public offering on February 4, 2026. The IPO sold 16,850,000 units (including a 1,850,000-unit over-allotment exercise) at $10.00 per unit, generating gross proceeds of $168,500,000.
• Each Unit consists of one Class A ordinary share ($0.0001 par value) and one-half of one redeemable warrant; each whole warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share (subject to adjustment). In connection with the closing, the company entered into customary underwriting, warrant, registration rights, trust, indemnity and administrative agreements (filed as exhibits to the 8‑K).

Key Details

• IPO declared effective: January 30, 2026; IPO closing/consummation: February 4, 2026.
• Units sold: 16,850,000 (includes 1,850,000 from underwriter over-allotment); price per Unit: $10.00; gross IPO proceeds: $168,500,000.
• Private Placement: 438,000 Private Units sold simultaneously (251,000 to Sponsor, 187,000 to Underwriter) at $10.00 each, raising $4,380,000; Private Units are identical to public Units except for certain registration rights and transfer restrictions.
• As of February 4, 2026, $168,500,000 of net proceeds from the IPO and Private Placement were deposited in the trust account for public shareholders.

Why It Matters

• The filing confirms Iris Acquisition Corp II is a newly public special-purpose acquisition company (SPAC) with cash held in trust to pursue a business combination; the $168.5M trust deposit is the primary source of funds for any future acquisition.
• Unit and warrant structure, plus private placement terms (transfer restrictions and registration rights), affect timing and liquidity for holders and potential dilution from warrant exercises.
• New board members were appointed (Manish Shah, Janine Yorio, Allen Wang and Robert Henry) and the company adopted amended and restated organizational documents, establishing governance for the public company going forward.

For more detail, retail investors should review the full prospectus/registration statement and the exhibits referenced in the 8‑K for terms of the warrants, registration rights, and trust arrangements.