Iris Acquisition Corp II: issues promissory note for up to $250,000

What happened Iris Acquisition Corp II filed a Current Report on Form 8-K reporting that on Oct 20, 2026 the company issued an unsecured promissory note in the aggregate principal amount of up to $250,000 (the “Note”) to individuals or entities listed on the Note (collectively, the “Payee”). The filing says the Principal Amount and an Additional Return are payable on the earlier of (i) the date the company consummates an initial business combination as defined in the company’s Amended and Restated Memorandum and Articles of Association, or (ii) the date the company liquidates if a business combination is not consummated.

Key details

• Principal amount: up to $250,000; the Note bears no interest.
• Additional Return: if a business combination is consummated on or before Dec 31, 2027, the company will pay an amount equal to 150% of the Principal Amount; if after Dec 31, 2027, the company will pay an amount equal to 250% of the Principal Amount.
• If the company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the company’s trust account, if any.
• Proceeds of the Note will be used to pay various expenses of the company and for general corporate purposes.

Why it may matter The filing reports Item 1.01 (entry into a material definitive agreement) and Item 2.03 (creation of a direct financial obligation). Item 1.01 covers the company’s entry into the promissory note agreement and Item 2.03 covers the company’s taking on the debt obligation under the Note. A filing does not show why the insider traded or why the company acted.