--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-100078" form_type: "8-K" ticker: null cik: "0001831874" company_name: "Iris Acquisition Corp" filed_at: "2023-09-12T23:59:59+00:00" generated_at: "2026-06-10T21:18:29.036588+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Iris Acquisition Corp extends business combination deadline to Dec 9, 2023 after stockholder vote ## Summary - 8,066,753 shares (97% quorum) present; extension proposal passed with 7,908,565 for, 158,188 against. - 1,006,495 Public Shares redeemed at ~$10.28 each; trust left ~$4.18M with 406,609 shares outstanding. - Charter amendment removes net tangible assets minimum of $5,000,001 before/after share repurchases or business combination. - Founder shares (Class B) now convertible to Class A on a one-for-one basis before business combination closes. - Additional three-month extension at Board discretion beyond the December 9, 2023 deadline. ## SEC filing metadata - accession: 0001104659-23-100078 - form_type: 8-K - cik: 0001831874 - company_name: Iris Acquisition Corp - filed_at: 2023-09-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1831874/000110465923100078/0001104659-23-100078-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831874/000110465923100078/tm2325931d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-100078 - JSON: https://secwatch.observer/filing/0001104659-23-100078.json - Plain text: https://secwatch.observer/filing/0001104659-23-100078.txt ## Key facts - Governance Changes Iris Acquisition Corp: Amended charter to extend business combination deadline to December 9, 2023 (subject to three-month board discretion), remove the $5,000,001 net tangible asset restriction on share repurchases and business combination, and allow Class B shares to convert to Class A shares on a one-for-one basis befo (effective 2023-09-07). - Change: charter amendment - Effective: 2023-09-07 source text: On September 7, 2023, Iris Acquisition Corp, a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware an amendment to the Company’s amended and restated certificate of incorporation (the “Third Amendment”): (i) to change the date by which the Company must consummate a business combination to December 9, 2023 (the “Extension Amendment”) (subject to an additional three month extension at the discretion of the Board of Directors of the Company (the “Board”)); (ii) to remove from the charter the limitation on share repurchases prior to the consummation of a business combination that would cause the Company’s net tangible assets to be less than $5,000,001 following such repurchases, and the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001 either immediately prior or subsequent to the consummation of such business combination (the “NTA Amendment”); a evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465923100078/0001104659-23-100078-index.htm - Shareholder Votes Iris Acquisition Corp shareholders approved 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. at the 2023-09-07 meeting. - Outcome: passed - Meeting: 2023-09-07 source text: Proposal 4. 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. For Against Abstained Broker Non-Votes 8,034,565 32,188 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465923100078/0001104659-23-100078-index.htm - Shareholder Votes Iris Acquisition Corp shareholders approved Amendments to the Company's charter to remove from the charter: (i) the limitation on share repurchases prior to the consummation of a business combination that would cause the Company's net tangible assets to be less than $5,000,001 following such repurchases, and (ii) the limitation that the Compa at the 2023-09-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-07 source text: Proposal 2. To approve amendments to the Company's charter to remove from the charter: (i) the limitation on share repurchases prior to the consummation of a business combination that would cause the Company's net tangible assets to be less than $5,000,001 following such repurchases, and (ii) the limitation that the Company shall not consummate a business combination if it would cause the Company's net tangible assets to be less than $5,000,001 either immediately prior or subsequent to the consummation of such business combination. For Against Abstained Broker Non-Votes 7,908,164 158,589 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465923100078/0001104659-23-100078-index.htm - Shareholder Votes Iris Acquisition Corp shareholders approved Amendments to the Company's charter to provide for the right of a holder of shares of the Class B common stock of the Company, par value $0.0001 per share, to convert such shares into shares of the Company's Class A common stock on a one-for-one basis prior to the closing of a business combination. at the 2023-09-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-07 source text: Proposal 3. To approve amendments to the Company's charter to provide for the right of a holder of shares of the Class B common stock of the Company, par value $0.0001 per share, to convert such shares into shares of the Company's Class A common stock on a one-for-one basis prior to the closing of a business combination. For Against Abstained Broker Non-Votes 8,059,581 7,172 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465923100078/0001104659-23-100078-index.htm - Shareholder Votes Iris Acquisition Corp shareholders approved Amendments to the Company's charter to change the date by which the Company must consummate a business combination to December 9, 2023 (subject to an additional three month extension at the discretion of the Board). at the 2023-09-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-07 source text: Proposal 1. To approve amendments to the Company's charter to change the date by which the Company must consummate a business combination to December 9, 2023 (subject to an additional three month extension at the discretion of the Board). For Against Abstained Broker Non-Votes 7,908,565 158,188 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465923100078/0001104659-23-100078-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.