--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-033506" form_type: "8-K" ticker: null cik: "0001831874" company_name: "Iris Acquisition Corp" filed_at: "2024-03-12T23:59:59+00:00" generated_at: "2026-06-04T23:19:19.099980+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Iris Acquisition extends business combination deadline to June 9, 2024; increases promissory note to $2.5M ## Summary - 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. ## SEC filing metadata - accession: 0001104659-24-033506 - form_type: 8-K - cik: 0001831874 - company_name: Iris Acquisition Corp - filed_at: 2024-03-12T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1831874/000110465924033506/0001104659-24-033506-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831874/000110465924033506/tm248555d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-033506 - JSON: https://secwatch.observer/filing/0001104659-24-033506.json - Plain text: https://secwatch.observer/filing/0001104659-24-033506.txt ## Key facts - Governance Changes 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 source text: 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”)). evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924033506/0001104659-24-033506-index.htm - Material Agreements 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 source text: 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"). evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924033506/0001104659-24-033506-index.htm - Material Agreements 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 source text: On March 11, 2024, the Company entered into an administrative support agreement (the "Agreement") with Arrow Capital Management LLC ("Arrow"). evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924033506/0001104659-24-033506-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924033506/0001104659-24-033506-index.htm - Shareholder Votes 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 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 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924033506/0001104659-24-033506-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1831874/000110465924033506/0001104659-24-033506-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.