Current Report Filing (8-k)
December 23 2022 - 4:02PM
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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
Date of Report (Date of earliest event reported): December 20, 2022
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) |
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(Commission
File Number) |
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(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 and zip code)
971 4 3966949
(Registrant’s telephone number, including area code)
Not Applicable
(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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 |
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Trading
Symbol(s) |
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Name of each
exchange on
which registered |
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Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant |
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IRAAU |
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The Nasdaq Stock Market LLC |
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Class A Common Stock, par value $0.0001 per share |
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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 (§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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
December 20, 2022, Iris Acquisition Corp, a Delaware corporation (the “Company”), filed with the Secretary of State
of the State of Delaware an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate
of incorporation to change the date by which the Company must consummate a business combination from March 9, 2023 to June 9, 2023 (subject
to an additional three month extension at the discretion of the Board of Directors of the Company (the “Board”)). The Company’s
stockholders approved the Extension Amendment at a special meeting of stockholders of the Company (the “Special Meeting”)
on December 20, 2022. The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension
Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On
December 20, 2022, at the Special Meeting, a total of 26,212,537 (or 75.978%) of the Company’s issued and outstanding shares
of Class A common stock (“Public Shares”) and Class B common stock held of record as of November 8, 2022, the record date
for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted
on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth
below.
Proposal
1. To approve and adopt the Extension Amendment.
For |
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Against |
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Abstained |
25,911,336 |
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301,201 |
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0 |
Proposal
2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Extension Proposal.
Although this proposal would have received sufficient votes to be approved,
no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
In
connection with the Special Meeting, stockholders holding 26,186,896 Public Shares properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.08 per
share, for an aggregate redemption amount of approximately $263,963,911.68. Following such redemptions, approximately $15,064,666 will
be left in trust and 1,413,104 Public Shares will remain outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
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.
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IRIS ACQUISITION CORP |
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Date: December 23, 2022 |
By: |
/s/ Sumit Mehta |
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Name: |
Sumit Mehta |
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Title: |
Chief Executive Officer |
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