IRIS ACQUISITION CORP_ June 30, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended June 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 and 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	The Nasdaq Capital Market LLC

Class A Common Stock, par value $0.0001 per share	IRAA	The Nasdaq Capital Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	IRAAW	The Nasdaq Capital Market LLC

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,” and “smaller reporting 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 August 22, 2024 there were 7,187,037 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.

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EXPLANATORY NOTE

Iris Acquisition Corp (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A”) to amend and restate its unaudited condensed consolidated financial statements previously included in its Quarterly Report on Form 10-Q for the period ended June 30, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2024 (the “Original Report”). This Form 10-Q/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-Q/A” below.

Restatement Background

As described in the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2024, on December 13, 2024, Columbass Limited (“Columbass”), the managing member of the Company’s sponsor Iris Acquisition Holdings, LLC (“Sponsor”), informed the Company of its resignation and appointment of Iris Equity Holdings LLC as the new managing member in connection with the sale of Columbass’ interest in the Sponsor to Gaius Investment Partners (“Gaius”). In its notice to the Company, Columbass indicated that a portion of the purchase price paid by Gaius to acquire the Columbass interest was paid by Hana Immunotherapeutics LLC, an affiliate of Chris Kim, the Chief Executive Officer of Liminatus Pharma, LLC, the counterparty to the Company’s business combination announced by the Company on December 1, 2022. The payment was a loan to Gaius in the approximate amount of $1.216 million (the “Loan”) to facilitate the acquisition of Columbass by Gaius (the “Acquisition”).

Following a review of the Acquisition and the Loan transaction, the Company determined that the Loan was a material related party transaction under applicable accounting standards and should have been disclosed as a subsequent event in the financial statement disclosures for the period ending June 30, 2024.

In connection with the restatement, the Company has identified an additional material weakness in internal control over financial reporting. The Audit Committee concluded that management’s report on the effectiveness of internal control over financial reporting as of December 31, 2023, should no longer be relied upon. Management has also concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2024, because of this material weaknesses in its internal control over financial reporting. For a discussion of management’s evaluation of our disclosure controls and procedures and the material weaknesses identified, see “Part I, Item 4 - Controls and Procedures” of this Form 10-Q/A.

Items Amended in this Form 10-Q/A

This Form 10-Q/A presents the Original Report, amended and restated in its entirety, with modifications as necessary to reflect the aforementioned restatement. The following items have been amended to reflect the restatement:

●

Part I, Item 1. Financial Statements

●

Part I, Item 4. Controls and Procedures

In addition, in accordance with applicable SEC rules, this Form 10-Q/A includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 from our principal executive officer and our principal financial officer dated as of the filing date of this Form 10-Q/A.

Except as described above, this Form 10-Q/A does not amend, update or change any other items or disclosures in the Original Report. As such, this Form 10-Q/A speaks only as of the date the Original Report was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Report to give effect to any subsequent events other than those disclosed in this Form 10-Q/A. Among other things, forward-looking statements made in the Original Report have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the filing of the Original Report other than those disclosed in this Form 10-Q/A. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report, including any amendments to those filings.

The restatement is more fully described in Note 1: Background and Basis of Presentation of the notes to the condensed consolidated financial statements included herein.

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IRIS ACQUISITION CORP

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		Page
PART I- FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements

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

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

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

	Unaudited Condensed Statements of Cash Flows for the Six months ended June 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	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

SIGNATURES		30

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PART I—FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

IRIS ACQUISITION CORP

CONDENSED BALANCE SHEETS


	June 30, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets
Cash⁽¹⁾	$	339,203	$	156,425
Due from Sponsor		1,256		1,256
Franchise tax receivable		23,200		53,200
Prepaid expenses and other current assets		45,500		—
Total current assets		409,159		210,881
Cash and Investments held in Trust Account		3,126,546		4,291,332
Total Assets	$	3,535,705	$	4,502,213

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	2,486,477	$	2,326,918
Due to related party		75,000		75,000
Income taxes payable		18,757		379,965
Excise tax payable		116,244		103,587
Derivative liability		—		2,202
Promissory note – related party		1,453,720		1,452,381
Promissory note - Liminatus		2,318,500		818,500
Total current liabilities		6,468,698		5,158,553
Deferred underwriting fee payable		9,660,000		9,660,000
Warrant liability		476,533		376,444
Total Liabilities		16,605,231		15,194,997

Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption, 287,037 and 406,609 shares at redemption value of $10.18 and $9.96 at June 30, 2024 and December 31, 2023, respectively		2,921,309		4,049,650

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; 6,900,000 shares issued and outstanding (excluding 287,037 and 406,609 shares subject to possible redemption, respectively) at June 30, 2024 and December 31, 2023		690		690
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Extension deposits due from Sponsor		(68,888)		—
Additional paid-in capital		71,560		140,000
Accumulated deficit		(15,994,197)		(14,883,124)
Total Stockholders’ Deficit		(15,990,835)		(14,742,434)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	3,535,705	$	4,502,213

^{(1) As of June 30, 2024 and December 31, 2023, includes}^$36,203^and^$85,084^{, respectively of the restricted cash to be used for tax payments only.}

The accompanying notes are an integral part of these unaudited condensed financial statements.

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IRIS ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2024		2023		2024		2023
Formation and operating costs	$	642,082	$	650,699	$	1,363,836	$	1,267,191
Forgiveness of unrelated vendor payables		—		(275,000)		—		(275,000)
Loss from operations		(642,082)		(375,699)		(1,363,836)		(992,191)

Other income (expense):
Unrealized gain (loss) on change in fair value of warrant liabilities		78,645		598,183		(100,089)		488,548
Unrealized gain on change in fair value of derivative liability		—		—		2,202		—
Interest income on investments held in Trust Account		33,363		—		80,604

Amendment: SEC Form 10-Q/A filed by Iris Acquisition Corp