IRAAU Iris Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  September 26, 2023

 

IRIS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 

Delaware		001-40167		85-3901431
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3rd Floor Zephyr House

122 Mary Street, George Town

PO Box 10085

Grand Cayman KY1-1001, Cayman Islands

(Address of principal executive offices) (Zip Code)  

 

Registrant’s telephone number, including area code:  971 4 3966949

 

(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant		IRAAU		The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share		IRAA		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock $11.50 per share		IRAAW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed in the Current Report on Form 8-K filed on March 31, 2023 with the Securities and Exchange Commission (“SEC”), Iris Acquisition Corp (the “Company”) received a written notice on March 28, 2023, from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceeding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”).

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Rule”), the Company was provided 180 calendar days, or until September 25, 2023, to regain compliance with the MVLS Requirement. Subsequently, on September 26, 2023, the Company received a letter from the Staff indicating that the Company had not regained compliance with the Rule (the “Delisting Notice”), and that accordingly, its securities will be delisted from Nasdaq. Unless the Company requests an appeal of that determination pursuant to procedures set forth in the Nasdaq Listing Rule 5800 Series, trading of the Company’s common stock will be suspended at the opening of business on October 5, 2023, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq.

 

The Company intends to appeal the Staff’s delisting determination by requesting a hearing before a Hearings Panel (the “Panel”). Such request would automatically stay the suspension of the Company’s securities pending the Panel’s decision (“Stay Period”).

 

As of September 25, 2023, the Company’s MVLS exceeded the MVLS Requirement and continues to exceed the MVLS Requirement as of the date of this Form 8-K. It is the Company’s expectation that if the Company continues to meet the MVLS Requirement for 10 consecutive trading days during the Stay Period, the Company will be deemed by Nasdaq to have regained compliance with the MVLS Requirement and the delisting process will be terminated.

 

Item 8.01 Other Events.

 

As of September 25, 2023, the Company had 7,306,609 shares of Class A common stock, par value $0.0001, issued and outstanding.

 

Forward Looking Statements

 

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “anticipates,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Nasdaq Listing Rules in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	IRIS ACQUISITION CORP
Dated: October 2, 2023
	By:	/s/ Sumit Mehta
		Name: Sumit Mehta
		Title: Chief Executive Officer

 

v3.23.3

Cover	Sep. 26, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2023
Entity File Number	001-40167
Entity Registrant Name	IRIS ACQUISITION CORP
Entity Central Index Key	0001831874
Entity Tax Identification Number	85-3901431
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3rd Floor Zephyr House
Entity Address, Address Line Two	122 Mary Street, George Town
Entity Address, Address Line Three	PO Box 10085
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1001
City Area Code	971
Local Phone Number	4 3966949
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Unit [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	IRAAU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	IRAA
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock $11.50 per share
Trading Symbol	IRAAW
Security Exchange Name	NASDAQ

---