UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

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

For the transition period from to

Commission File Number: 001-40167

IRIS ACQUISITION CORP

(Exact name of registrant as specified in its charter)


Delaware		85-3901431
(State or other jurisdiction of incorporation or organization)		(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

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	OTC Pink

Class A Common Stock, par value $0.0001 per share	IRAA	OTC Pink

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	IRAAW	OTC Pink

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by the 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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐

As of November 15, 2024, there were 7,138,930 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and no shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

IRIS ACQUISITION CORP

TABLE OF CONTENTS


		Page
PART I- FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements

	Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	1

	Unaudited Condensed Statements of Operations for the Three and Nine months ended September 30, 2024 and 2023	2

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine months ended September 30, 2024 and 2023	3

	Unaudited Condensed Statements of Cash Flows for the Nine months ended September 30, 2024 and 2023	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27

Item 4.	Controls and Procedures	27

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

SIGNATURES		31

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

IRIS ACQUISITION CORP

CONDENSED BALANCE SHEETS


	September 30, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets
Cash⁽¹⁾	$	358,181	$	156,425
Due from Sponsor		1,256		1,256
Franchise tax receivable		14,500		53,200
Prepaid expenses and other current assets		20,250		—
Total current assets		394,187		210,881
Cash and Investments held in Trust Account		2,673,999		4,291,332
Total Assets	$	3,068,186	$	4,502,213

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	2,746,925	$	2,326,918
Due to related party		75,000		75,000
Income taxes payable		19,861		379,965
Excise tax payable		121,616		103,587
Derivative liability		—		2,202
Promissory note – related party		1,453,720		1,452,381
Promissory note - Liminatus		3,118,500		818,500
Total current liabilities		7,535,622		5,158,553
Deferred underwriting fee payable		9,660,000		9,660,000
Warrant liability		127,562		376,444
Total Liabilities		17,323,184		15,194,997

Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption, 238,930 and

SEC Form 10-Q filed by Iris Acquisition Corp