Current Report Filing (8-k)
October 14 2022 - 5:16PM
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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
October 10, 2022
Date of Report (Date of earliest event reported)
Iris
Acquisition Corp
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-40167 |
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85-3901431 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
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(I.R.S. 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
Tribe Capital Growth Corp I
2700 19th Street
San Francisco, CA 94110
(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 |
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¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
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|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
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¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol |
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Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock, $0.0001 par value and one-fourth of one Redeemable Warrant |
|
IRAAU |
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The Nasdaq Stock Market LLC |
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Class A Common Stock, par value $0.0001 |
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IRAA |
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The Nasdaq Stock Market LLC |
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Warrants, each exercisable for one share of Class A Common Stock, $11.50 per share |
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IRAAW |
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 Entry into a Material Definitive Agreement.
On October 10, 2022, Iris Acquisition Corp (the “Company”)
issued an unsecured promissory note in the aggregate principal amount up to $550,000 (the “Note”) to Iris Acquisition Holdings
LLC, the Company’s sponsor (the “Sponsor”). Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate
amount up to $550,000 payable on March 1, 2023. The Note does not bear interest. In the event that 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.
The proceeds of the Note will be used by the Company for working capital
purposes.
The foregoing description of the Note is qualified in its entirety
by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. |
|
Description |
10.1 |
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Form of Promissory Note. |
104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
Dated: October 14, 2022
IRIS ACQUISITION CORP |
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By: |
/s/ Sumit Mehta |
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Name: |
Sumit Mehta |
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Title: |
Chief Executive Officer |
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