Iris Acquisition extends business combination deadline to June 9, 2024; increases promissory note to $2.5M

Iris Acquisition Corp

Stockholders approved charter amendment extending deadline to June 9, 2024, with Board discretion for additional 3 months.
Promissory note with Liminatus Pharma increased from $1.5M to $2.5M; $981,500 remains available drawn in six advances.
119,572 shares redeemed at ~$10.65 each, leaving ~$3.08M in trust and 7,187,037 shares outstanding.
Entered administrative support agreement with Arrow Capital for $10,000/month starting Jan 1, 2024 until liquidation or deal closing.
Stockholder votes were unanimous (7,045,922 For, 0 Against) for extension and adjournment proposals.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Iris Acquisition Corp: Extended the date by which the company must consummate a business combination to June 9, 2024, with a possible additional three-month board extension (effective 2024-03-07).

Change: charter amendment
Effective: 2024-03-07

Exact text from the filing

On March 7, 2024, 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 “Fourth Amendment”) to change the date by which the Company must consummate a business combination to June 9, 2024 (the “Extension Amendment”) (subject to an additional three month extension at the discretion of the Board of Directors of the Company (the “Board”)).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Iris Acquisition Corp entered into Promissory Note with Liminatus Pharma LLC valued at up to $1,500,000 (effective 2023-10-04).

Action: entry
Agreement: credit facility
Counterparty: Liminatus Pharma LLC
Value: up to $1,500,000
Effective: 2023-10-04

Exact text from the filing

On October 4, 2023, Iris Acquisition Corp, a Delaware corporation (the "Company") issued an unsecured promissory note in the aggregate principal amount up to $1,500,000 (the "Note") to Liminatus Pharma LLC (the "Payee").

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Iris Acquisition Corp entered into Administrative Support Agreement with Arrow Capital Management LLC valued at $10,000 per month (effective 2024-03-11).

Action: entry
Counterparty: Arrow Capital Management LLC
Value: $10,000 per month
Effective: 2024-03-11

Exact text from the filing

On March 11, 2024, the Company entered into an administrative support agreement (the "Agreement") with Arrow Capital Management LLC ("Arrow").

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Iris Acquisition Corp amended Amended Note with Liminatus Pharma LLC valued at up to $2,500,000 (effective 2024-02-28).

Action: amendment
Agreement: credit facility
Counterparty: Liminatus Pharma LLC
Value: up to $2,500,000
Effective: 2024-02-28

Exact text from the filing

On February 28, 2024, the Company and the Payee amended and restated the Note (the "Amended Note"). The Amended Note increased the aggregate principal amount to up to $2,500,000, and added advances that occurred under the Note.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Iris Acquisition Corp shareholders approved To approve amendments to the Company’s charter to change the date by which the Company must consummate a business combination to June 9, 2024 (subject to an additional three month extension at the discretion of the Board). at the 2024-03-07 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2024-03-07

Exact text from the filing

Proposal 1. To approve amendments to the Company’s charter to change the date by which the Company must consummate a business combination to June 9, 2024 (subject to an additional three month extension at the discretion of the Board). For Against Abstained Broker Non-Votes 7,045,922 0 0 0

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Iris Acquisition Corp shareholders approved 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. at the 2024-03-07 meeting.

Outcome: passed
Meeting: 2024-03-07

Exact text from the filing

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. For Against Abstained Broker Non-Votes 7,045,922 0 0 0

View on SEC.gov

245 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR

accession 0001104659-24-033506

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.