8-K
Iris Acquisition Corp II (IRAB)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current ReportPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 18, 2026Date of Report (Date of earliest event reported)
Iris Acquisition Corp II
(Exact name of Registrant as specified in its charter)
| Cayman Islands | 001-43095 | N/A |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
| OT 09-31<br><br> <br>Central Park Towers Offices<br><br> <br>Dubai International Financial Centre<br><br> <br>PO Box 941641<br><br> <br>Dubai ,United Arab Emirates | N/A | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: +971-4-3966949
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
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 Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | IRAB U | NYSE |
| Class A ordinary shares, par value $0.0001 per share | IRAB | NYSE |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | IRAB WS | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by 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. ☐
Item 8.01. Other Events.
On February 18, 2026, Iris Acquisition Corp II (the “Company”) announced that, on February 24, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade on New York Stock Exchange LLC (“NYSE”) under the symbol “IRAB U”. Any underlying Class A Ordinary Shares and Warrants that are separated will trade on NYSE under the symbols “IRAB” and “IRAB WS,” respectively. Holders of Units will need to have their brokers contact Odyssey Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. FinancialStatements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
1
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.
| Dated:<br> February 18, 2026 | ||
|---|---|---|
| Iris Acquisition Corp II | ||
| By: | /s/ Sumit Mehta | |
| Name: | Sumit Mehta | |
| Title: | Chief Executive Officer |
2
Exhibit99.1
IrisAcquisition Corp II Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing February 24, 2026
Dubai, United Arab Emirates, Feb. 18, 2026 (GLOBE NEWSWIRE) – Iris Acquisition Corp II (NYSE: IRAB U) (the “Company”), announced today that, commencing February 24, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on New York Stock Exchange LLC (“NYSE”) under the symbols “IRAB” and “IRAB WS,” respectively. Those units not separated will continue to trade on NYSE, under the symbol “IRAB U”. Holders of units will need to have their brokers contact Odyssey Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to the securities was declared effective on January 30, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutIris Acquisition Corp II
Iris Acquisition Corp II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering into a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. The Company has not selected any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. The Company’s management team is led by Sumit Mehta, its Chief Executive Officer, Rohit Nanani, its Chairman of the Board of Directors (the “Board”), Lisha Parmar, its Chief Financial Officer and Omkar Halady, its Vice President and Secretary. In addition, the Board includes Manish Shah, Janine Yorio, Allen Wang, and Robert Henry.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) including the gross proceeds of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or that the net proceeds of the offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it is targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Iris Acquisition Corp II, including those set forth in the Risk Factors section of Iris Acquisition Corp II’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Iris Acquisition Corp II undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Omkar Halady - VP & Company Secretary
omkarh@irisspac.com