Iris Acquisition Corp II 8-K

What Happened

• Iris Acquisition Corp II announced it consummated its initial public offering on February 4, 2026, selling 16,850,000 units (including a 1,850,000-unit partial exercise of the over‑allotment) at $10.00 per unit for gross proceeds of $168,500,000.
• Simultaneously the company completed a private placement of 438,000 units (251,000 to the Sponsor and 187,000 to the Underwriter) at $10.00 per unit, raising $4,380,000. Combined gross proceeds from the IPO and private placement total $172,880,000.
• Each Unit and Private Unit consists of one Class A ordinary share and one‑half of one redeemable warrant; each whole warrant is exercisable to purchase one Class A ordinary share at $11.50 per share (subject to adjustment). In connection with closing, the Underwriter waived remaining over‑allotment rights and the Sponsor forfeited 133,333 Class B ordinary shares.
• The company filed an audited balance sheet reflecting receipt of these proceeds as Exhibit 99.1 to the Form 8‑K.

Key Details

• IPO date: February 4, 2026; Units sold: 16,850,000; IPO gross proceeds: $168,500,000.
• Private placement: 438,000 units; proceeds: $4,380,000 (251,000 units to Sponsor; 187,000 to Underwriter).
• Unit composition: 1 Class A share + 1/2 warrant; warrant exercise price: $11.50 per share (subject to adjustment).
• Sponsor actions: 133,333 Class B shares forfeited; Underwriter waived further over‑allotment.

Why It Matters

• The filing confirms Iris Acquisition Corp II is now a public company with substantial cash proceeds (totaling about $172.9M before offering expenses) available for its stated business purpose.
• Investors should note the presence of redeemable warrants (exercise price $11.50) that can dilute equity if exercised, and the sponsor forfeiture and underwriter waiver which affect insider ownership.
• The audited balance sheet included with the 8‑K documents the receipt of proceeds and is the primary source for the company’s post‑IPO cash position disclosed in this filing.