---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-000135"
form_type: "8-K"
ticker: null
cik: "0001831874"
company_name: "Iris Acquisition Corp"
filed_at: "2024-01-02T23:59:59+00:00"
generated_at: "2026-06-07T05:27:01.211753+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Iris Acquisition Corp receives Nasdaq delisting notice for failure to meet minimum publicly held shares rule

## Summary
- Received Nasdaq notice on Dec 26, 2023, for non-compliance with minimum 500,000 publicly held shares requirement (Listing Rule 5550(a)(4)).
- Company has 45 calendar days to submit a plan to regain compliance; evaluating options.
- At Dec 29, 2023 Annual Meeting, stockholders re-elected directors Richard Peretz, Nicholas Fernandez, and Manish Shah.
- Quorum was 7,045,839 shares (96.431% of outstanding Class A common stock).
- Adjournment proposal approved but not needed.

## SEC filing metadata
- accession: 0001104659-24-000135
- form_type: 8-K
- cik: 0001831874
- company_name: Iris Acquisition Corp
- filed_at: 2024-01-02T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 3.01, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1831874/000110465924000135/0001104659-24-000135-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831874/000110465924000135/tm241346d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-000135
- JSON: https://secwatch.observer/filing/0001104659-24-000135.json
- Plain text: https://secwatch.observer/filing/0001104659-24-000135.txt

## Key facts
- Listing & Compliance Notices
  Iris Acquisition Corp received a nasdaq deficiency notice notice regarding other (rules 5550(a)(4)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Rules: 5550(a)(4)
  source text: December 26, 2023, from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because it no longer meets the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market, it no longer complies with Listing Rule 5550(a)(4) (the “Rule”) of Nasdaq’s Listing Rules (the “Rules”) for continued listing. In accordance with the Rule, the Company has 45 calendar days to submit a plan to regain compliance. The Company is evaluating various courses of action to achieve compliance with the Rule.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924000135/0001104659-24-000135-index.htm
- Shareholder Votes
  Iris Acquisition Corp shareholders approved To re-elect Richard Peretz, Nicholas Fernandez and Manish Shah as Class I directors at the 2023-12-29 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-12-29
  source text: Proposal 1. To re-elect Richard Peretz, Nicholas Fernandez and Manish Shah as Class I directors, each to serve until the 2025 annual meeting of stockholders, or until his successor shall have been duly elected and qualified (the "Election of Directors Proposal").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924000135/0001104659-24-000135-index.htm
- Shareholder Votes
  Iris Acquisition Corp shareholders voted on To adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies at the 2023-12-29 meeting.
  - Meeting: 2023-12-29
  source text: Proposal 2. To adjourn the Annual Meeting to a later date or dates, if necessary, 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 Election of Directors Proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924000135/0001104659-24-000135-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.