Iris Acquisition Corp II Annual Report - How They Did This Year

I’ve put together this guide to help you understand how Iris Acquisition Corp II performed this year. My goal is to turn complex filing information into plain English so you can decide if this investment fits your goals.

1. What does this company do?

Iris Acquisition Corp II is a "blank check" company, or SPAC. It doesn't make products or serve customers. Instead, it is a pool of cash raised from investors to buy a private company and take it public.

The company incorporated in the Cayman Islands and raised $200 million in its November 2021 IPO by selling 20 million units at $10.00 each. It is currently hunting for a mid-sized business ready for the stock market. While it isn't limited to one industry, the team focuses on technology, business services, education, and fintech. They target companies worth between $500 million and $1 billion.

2. Financial performance

Because this is a "shell company," it has no profit or revenue to report. At the end of the fiscal year, the company held about $205.8 million in a trust account, invested in U.S. government securities and money market funds. The financial statements track this cash and the administrative costs—like legal and accounting fees—needed to keep the company running. Operating expenses for the year were about $1.2 million, mostly for corporate maintenance and compliance.

3. What are they looking for?

The Dubai-based management team has a specific "wish list" for a potential acquisition:

• Established businesses: Companies already making money, typically with over $100 million in annual revenue.
• Growth potential: Businesses that could grow faster with public market cash and the team’s expertise.
• Strong leadership: A team with a proven track record of scaling operations.
• Tech-friendly: A preference for companies using technology to improve efficiency, especially software-as-a-service (SaaS) models.

The team previously led Iris Acquisition Corp, which successfully merged with Liminatus Pharma in 2023. They are using that same network to repeat their success here.

4. Major risks

This is the most important part for you as an investor:

• The "Empty Box" Risk: There is no guarantee they will find a company to buy. If they fail to complete a deal within the required timeframe, the company must close. The funds in the trust account will then be returned to shareholders at about $10.00 per share, plus interest.
• The "Trust Me" Factor: You are betting entirely on the management team’s connections. If they leave or fail to find a target, your investment value will likely remain stagnant.
• Flexibility vs. Control: Management decides how to complete a deal, either through a shareholder vote or a direct buyback offer. You may have limited influence over the final merger terms.
• Dilution Risk: If the company issues more shares or warrants to complete a merger, your percentage of ownership in the company will decrease.

5. Future outlook

The team continues to network and review potential deals. They want a "growth story"—a company at a turning point where their expertise can create real value. Until they announce a target, this remains a speculative bet on the team's ability to find a winner.

Investor Tip: Keep an eye on company filings for a "Definitive Agreement." This is the official signal that a target has been found and the merger process has begun. Until that happens, your investment is essentially holding cash in a trust while you wait for the team to find a partner.