UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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”); and (iii) to amend the 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 (the “Founder Share Amendment and, together with the Extension Amendment and the NTA Amendment, the “Charter Amendments”).
The Company’s stockholders approved the Charter Amendments at a special meeting of stockholders of the Company (the “Special Meeting”) on September 7, 2023. The foregoing description of the Charter Amendments are qualified in their entirety by the full text of the Charter Amendments, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 7, 2023, at the Special Meeting, a total of 8,066,753 (or 97.037%) of the Company’s issued and outstanding shares of Class A common stock (“Public Shares”) and Class B common stock held of record as of August 14, 2023, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.
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 |
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 |
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 |
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 |
Although this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
In connection with the Special Meeting, stockholders holding 1,006,495 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.28 per share, subject to adjustment for applicable taxes, including, but not limited to, franchise tax, excise tax and income tax. Following such redemptions, approximately $4,183,576.40 will be left in trust, subject to adjustment for applicable taxes, including, but not limited to, franchise tax, excise tax and income tax and 406,609 Public Shares will remain outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Amendment to the Amended and Restated Certificate of Incorporation of Iris Acquisition Corp, filed on September 7, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IRIS ACQUISITION CORP | |||
| Date: September 12, 2023 | By: | /s/ Sumit Mehta | |
| Name: | Sumit Mehta | ||
| Title: | Chief Executive Officer | ||