IRAB · Iris Acquisition Corp II · Insider Trading
Substantial doubt about the company's ability to continue as a going concern.
“Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Completion Window, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the combination period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 4, 2028 (24 months from the closing of the Initial Public Offering), the end of the Completion Window. There can be no assurance that the Company's plans to raise capital or to consummate an initial Business Combination will be successful.”View the 10-Q filed Aug 10, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-02-04 | Nanani Rohit |
Director |
Other↓
Filing footnotes — Class B Ordinary Shares (Indirect)
On July 15, 2025, the Sponsor purchased 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the Issuer for an aggregate purchase price of $25,000 as pursuant to a Securities Subscription Agreement , of which up to 750,000 of the Class B Ordinary Shares were subject to forfeiture depending on the extent to which the Issuer's underwriters' over-allotment option was exercised during the Issuer's initial public offering. The underwriters' over-allotment option was partially exercised on February 4, 2026 and therefore 133,333 Class B Ordinary Shares of the Sponsor were forfeited. The Class B Ordinary Shares convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustments. The Class B Ordinary Shares have no expiration date. Mr. Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. |
Class B Ordinary Shares
(I)
|
133,333 |
| 2026-02-04 | Nanani Rohit |
Director |
Buy↑
Filing footnotes — Warrants to purchase Class A ordinary shares (Indirect)
The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Mr. Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. |
Warrants to purchase Class A ordinary shares
(I)
|
125,500 |
| 2026-02-04 | Mehta Sumit |
Chief Executive Officer |
Buy↑
Filing footnotes — Class A ordinary shares (Indirect)
Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor (the "Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into between the Sponsor and the Issuer. Each private unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased at $10.00 per unit for an aggregate purchase price of $2,510,000. Sumit Mehta has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Mehta disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. |
Class A ordinary shares
(I)
|
251,000 |
| 2026-02-04 | Iris Acquisition Holdings II LLC |
10% Owner |
Buy↑
Filing footnotes — Warrants to purchase Class A ordinary shares (Direct)
The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. |
Warrants to purchase Class A ordinary shares
|
125,500 |
| 2026-02-04 | Mehta Sumit |
Chief Executive Officer |
Buy↑
Filing footnotes — Warrants to purchase Class A ordinary shares (Indirect)
The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Mr. Mehta has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Mehta disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. |
Warrants to purchase Class A ordinary shares
(I)
|
125,500 |
| 2026-02-04 | Nanani Rohit |
Director |
Buy↑
Filing footnotes — Class A ordinary shares (Indirect)
Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor (the "Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into between the Sponsor and the Issuer. Each private unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased at $10.00 per unit for an aggregate purchase price of $2,510,000. Rohit Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. |
Class A ordinary shares
(I)
|
251,000 |
| 2026-02-04 | Iris Acquisition Holdings II LLC |
10% Owner |
Buy↑
Filing footnotes — Class A ordinary shares (Direct)
Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor ("Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into with the Issuer. Each private unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased at $10.00 per unit for an aggregate purchase price of $2,510,000. |
Class A ordinary shares
|
251,000 |
| 2026-02-04 | Iris Acquisition Holdings II LLC |
10% Owner |
Other↓
Filing footnotes — Class B Ordinary Shares (Direct)
On July 15, 2025, the Sponsor purchased 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the Issuer for an aggregate purchase price of $25,000 as pursuant to a Securities Subscription Agreement (the, of which up to 750,000 of the Class B Ordinary Shares were subject to forfeiture depending on the extent to which the Issuer's underwriters' over-allotment option was exercised during the Issuer's initial public offering. The underwriters' over-allotment option was partially exercised on February 4, 2026 and therefore 133,333 Class B Ordinary shares of the Sponsor were forfeited. The Class B Ordinary Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustments. The Class B Ordinary Shares have no expiration date. |
Class B Ordinary Shares
|
133,333 |
| 2026-02-04 | Mehta Sumit |
Chief Executive Officer |
Other↓
Filing footnotes — Class B Ordinary Shares (Indirect)
On July 15, 2025, the Sponsor purchased 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the Issuer for an aggregate purchase price of $25,000 as pursuant to a Securities Subscription Agreement, of which up to 750,000 of the Class B Ordinary Shares were subject to forfeiture depending on the extent to which the Issuer's underwriters' over-allotment option was exercised during the Issuer's initial public offering. The underwriters' over-allotment option was partially exercised on February 4, 2026 and therefore 133,333 Class B Ordinary Shares of the Sponsor were forfeited. The Class B Ordinary Shares convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustments. The Class B Ordinary Shares have no expiration date. Sumit Mehta has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Mehta disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. |
Class B Ordinary Shares
(I)
|
133,333 |