8-K

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

March 30, 2026

Date of Report (Date of earliest event reported)

Iris Acquisition Corp II

(Exact name of Registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01 Entry into a Material Definitive Agreement.

As of March 30, 2026, Iris Acquisition Corp II (the “Company”) entered into a first amendment (the “Amendment”) to the Administrative Services Agreement, dated February 2, 2026 (the “Administrative Services Agreement”) with Iris Acquisition Holdings II LLC (the “Sponsor”), pursuant to which Sponsor or its affiliate (the “Sponsor Affiliate”) shall make available certain office space situated at Unit OT 09-31, Level 9, Central Park Towers, DIFC, Dubai, United Arab Emirates, for the sum of $20,000 per month. Pursuant to the Amendment, accrued fees for the months of February and March 2026, aggregating to $40,000, which were due and payable to the Sponsor shall be redirected to the Sponsor Affiliate.

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Amendment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

2

Exhibit 10.1

Iris Acquisition Corp II

OT 09-31

Central Park Towers Offices

Dubai International Financial Centre

PO Box 941641

Dubai, United Arab Emirates

March 30, 2026

Iris Acquisition Holdings II LLC

Unit OT 09-31, Level 9, Central Park Towers

DIFC, Dubai, United Arab Emirates

Ladies and Gentlemen:

This First Amendment to the Administrative Services Agreement (“First Amendment”) is entered into as on March 30, 2026, by and among Iris Acquisition Corp II (the “Company”) and Iris Acquisition Holdings II LLC (the “Sponsor”). Each of the Company and the Sponsor is also referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and the Sponsor entered into that certain Administrative Services Agreement, dated February 2, 2026 (the “Administrative Services Agreement”).

WHEREAS, as contemplated in the Company’s Registration Statement on Form S-1 (the “Registration Statement”) for the initial public offering of the securities (the “IPO”), the services to be provided to the Company may be provided by an affiliate of the Sponsor and the parties wish to clarify this fact in the Administrative Services Agreement.

“This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Iris Acquisition Corp II (the “Company”) and continuing until the earlier of (i) six months following the initial public offering, (ii) the consummation by the Company of an initial business combination, or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Iris Acquisition Holdings II LLC (the “Sponsor”) or its affiliate (the “Sponsor Affiliate”) shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at Unit OT 09-31, Level 9, Central Park Towers, DIFC, Dubai, United Arab Emirates from February 2, 2026. Notwithstanding the foregoing, if the Company enters into working capital loans in an amount to pay the monthly fees, the Termination Date shall be extended to the earlier of the consummation of an initial business combination or the Company’s liquidation. In exchange therefore, the Company shall pay the Sponsor Affiliate the sum of $20,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

Very truly yours,