Iris Acquisition Corp II 10-K

Item 9A. Controls and Procedures . Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. 36 Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING JURISDICTION THAT PREVENT INSPECTIONS Not applicable. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers Officers and Directors Our officers, directors and director nominees are as follows: Name Age Position Sumit Mehta 43 Chief Executive Officer Lisha Parmar 40 Chief Financial Officer Omkar Halady 40 Vice President and Secretary Rohit Nanani 51 Chairman of the Board of Directors Manish Shah 53 Independent Director Janine Yorio 49 Independent Director Allen Wang 55 Independent Director Robert Henry 57 Independent Director Sumit Mehta serves as our Chief Executive Officer. Sumit Mehta brings over 20 years of experience across investment banking, M&A advisory, private equity, and corporate finance, with a strong focus on cross-border transactions and strategic deal-making in the Middle East , US, and UK. Since 2019, Mr. Mehta has been a Co-Founder & Managing Director at Arrow Capital, where he leads the Special Situations Group, overseeing mandates in M&A advisory, private equity, and corporate finance. His leadership in this role includes advising ultra-high-net-worth clients, family offices, and corporates on strategic investments and capital structuring across sectors. Previously, Mr. Mehta was Head of Deal Structuring & Advisory at Daman Investments, the investment arm of the Gargash Group, one of the GCC’s most prominent business families. Starting in 2007, he was responsible for originating and executing private equity and advisory transactions across the region, with a focus on value creation and strategic alignment for long-term investors. Mr. Mehta began his career at ABN AMRO in India as an investment advisor before relocating to the Middle East. He holds a Bachelor’s degree in Economics from Delhi University and an MBA from Cass Business School (now Bayes Business School), City University London. Mr. Mehta served as Vice President of Iris Acquisition Corp (formerly Tribe Growth Corp I), a Nasdaq-listed Special Purpose Acquisition Company (SPAC) since 2021, and later was appointed as CEO of the SPAC in 2022. In this capacity, he played a key role in supporting the SPAC’s operations and transaction lifecycle - from managing regulatory engagement with SEC, screening & negotiations with potential acquisition targets target screening, overseeing listing requirements and compliance matters and supervising due diligence on potential acquisition targets. His analytical rigor and transaction experience contributed significantly to the eventual merger with Liminatus Pharma Inc., a clinical-stage life sciences company focused on cancer drug development. 37 Lisha Parmar serves as our Chief Financial Officer. Lisha Parmar is a seasoned financial services professional with over 14 years of experience across asset management, corporate finance, M&A, and private equity advisory. She has advised on and executed transactions across a broad spectrum of sectors including technology, consumer care, automotive, real estate, insurance, and hospitality, with a focus on high-growth businesses and cross-border mandates. Since September 2019, Ms. Parmar has served as a Vice President at Arrow Capital, where she leads origination, strategy, structuring, due diligence, and execution of buy-side and sell-side M&A transactions, as well as private equity and debt capital raises. She also plays a critical role in capital markets advisory, working closely with founders and management teams to unlock strategic growth and maximize enterprise value post-transaction. Prior to joining Arrow Capital, from January 2017 through May 2019, Ms. Parmar served as a Senior Associate at Daman Investments, the investment office of the Gargash Group, a prominent business conglomerate in the GCC. At Daman, she was part of the Deal Structuring & Advisory Division, where she supported strategic investments and private equity deals across the region. Ms. Parmar began her career at J.P. Morgan Global Asset Management in 2009, where she spent seven years managing portfolios and conducting investment analytics and research across real estate and global equities strategies, with aggregate assets under management exceeding $100 billion. Her responsibilities included strategy benchmarking, performance attribution, and investment optimization. Ms. Parmar holds a Master’s in Management Studies (Finance) from the University of Mumbai and is currently pursuing the CFA charter. Ms. Parmar served as the Chief Financial Officer (CFO) of Iris Acquisition Corp (formerly Tribe Growth Corp I), a Nasdaq-listed Special Purpose Acquisition Company (SPAC). In this role, she was responsible for financial oversight, SEC and Nasdaq compliance, audit coordination, and capital markets reporting throughout the SPAC lifecycle. She also supported the target due diligence, valuation, and transaction structuring processes that led to the successful business combination with Liminatus Pharma Inc., a clinical-stage life sciences company focused on cancer drug development. Omkar Halady serves as our Vice President and Secretary. Omkar Halady is a seasoned professional with over 14 years of experience across mergers & acquisitions, private equity, growth strategy, and corporate consulting. His sector exposure spans education, technology, healthcare, hospitality, FMCG, and food & beverage, where he has consistently delivered value through deep financial insight, strategic structuring, and hands-on execution. Since 2021, Mr. Halady has served as an Assistant Vice President at Arrow Capital, where he is responsible for end-to-end execution of buy-side and sell-side M&A transactions, including due diligence, valuation, financial modelling, and transaction structuring. He works closely with business owners, management teams, and strategic investors to craft tailored investment solutions and drive value-accretive outcomes. Prior to Arrow Capital, from June 2016 through May 2021, Mr. Halady served as a consultant with Ideal Management Consultants. He has also served as a strategic consultant at GCC-based advisory firms, including top tier firms such as Ernst & Young and Grant Thornton wherein he advised government entities, family businesses, and private enterprises on business transformation, operational efficiency, and market expansion strategies. His experience encompasses financial reviews, valuation support, and audit advisory. Mr. Halady holds a Bachelor’s degree in Commerce from Periyar University, India, and is currently pursuing the CAIA charter. Mr. Halady served as Vice President of Iris Acquisition Corp (formerly Tribe Growth Corp I), a Nasdaq-listed Special Purpose Acquisition Company (SPAC) wherein he was responsible for a broad range of governance, legal, and operational functions throughout the SPAC lifecycle including coordinating and overseeing SEC filings disclosures, stakeholder management including external legal counsel, auditors, and the SEC, supporting the Board of Directors on resolutions, meeting documentation, target company due diligence and deal structuring through the successful merger with Liminatus Pharma Inc., a clinical-stage life sciences company focused on cancer drug development. Rohit Nanani serves as our Chairman of the Board of Directors. Rohit Nanani is the Founder and CEO of Arrow Capital, an independent boutique asset management and investment advisory firm established in 2016. With over two decades of experience in global financial markets, Mr. Nanani brings a distinguished track record in international banking and investment advisory. Mr. Nanani’s career spans leadership roles at several top-tier global financial institutions. He served as Managing Director at Barclays Bank Plc (DIFC – Dubai) starting in 2013, where he led the GSAC (South Asian Clients) business. Prior to that, he was Executive Director at UBS Singapore, managing a diverse client base across Southeast Asia, the Middle East, Africa, and the UK. Earlier in his career, Mr. Nanani spent a decade in corporate banking with ABN AMRO and the Bank of Nova Scotia in India. His broad experience across both corporate and private banking enables him to provide holistic financial solutions and strategic advisory to ultra-high-net-worth individuals and family offices worldwide. Mr. Nanani holds a Bachelor of Commerce degree in Accounting, Finance, and Economics from Delhi University and a Post-Graduate Diploma in Business Management from M.S. Ramaiah Institute of Management. In the SPAC space, Mr. Nanani served as a Director of Iris Acquisition Corp (formerly Tribe Growth Corp I), a Nasdaq-listed Special Purpose Acquisition Company since 2021. In July 2022, he was appointed Chairman of the Board and played a key role in guiding the SPAC through its business combination with Liminatus Pharma Inc., a clinical-stage life sciences company focused on cancer drug development. He was instrumental in shaping the governance framework and guiding the SPAC management on target selection, and successful execution of the merger. 38 Manish Shah serves as a member of our board of directors. Manish Shah brings a multi-decade track record as an accomplished investor, operator, and investment banker with extensive experience across technology, real estate, and growth equity. Mr. Shah began his career in investment banking at Morgan Stanley and Bear Stearns, where he was part of the Technology Investment Banking groups, advising on high-profile M&A and capital markets transactions. Following his time on Wall Street, he served as a senior executive at a Nasdaq-listed optical networking company, gaining hands-on operational experience in the technology sector. Since 2006, Mr. Shah has focused on deploying family capital across private investments and advised The London Fund, a private investment platform targeting high-potential growth companies, a position he has held since 2020. He currently serves as Senior Managing Director at Palladius Capital Management, a real estate investment and asset management firm, and, since 2014, has served as a Principal at Two Kings Management, a family office focused on opportunistic and long-term capital allocation strategies. He sold an RIA to Fortis Capital Advisors which maintains his investment adviser license. Mr. Shah also served as a Board Member of Iris Acquisition Corp, a Nasdaq-listed Special Purpose Acquisition Company (SPAC), for two years. During his tenure, he played a significant role in corporate governance, target identification, and transaction execution. He provided critical oversight and strategic input throughout the SPAC’s lifecycle, culminating in its successful business combination with Liminatus Pharma Inc., a clinical-stage life sciences company focused on cancer drug development. Mr. Shah’s deep understanding of capital markets and operational diligence was instrumental in guiding the transaction to completion, ensuring alignment with shareholder interests and regulatory compliance. Mr. Shah holds degrees from Yale University and Harvard Law School. He remains actively engaged with both institutions, having served as a founding board member of Yale’s Jackson School for Global Affairs and a member of Harvard’s Alumni Real Estate Board. Janine Yorio serves as a member of our board of directors. Janine Yorio brings over 26 years of experience across private equity, mergers and acquisitions, real estate, and entrepreneurship. A seasoned leader at the intersection of technology and alternative asset classes, she has successfully founded and scaled multiple ventures spanning agriculture, real estate, fintech, and gaming. Ms. Yorio is currently the CEO of Everyrealm Inc. (a position she has held since February 2022), a company developing video game-related technologies that create digital, place-based community hubs. Prior to Everyrealm, from June 2020 to February 2022, she served as Head of Republic Realm and Managing Director at Republic Crypto, where she led digital asset initiatives for the real estate sector within Republic, a leading private investment platform. Republic has supported over 2,500 ventures and deployed over $2.6 billion across private and tokenized assets, serving a global community of 3 million users in more than 150 countries. A serial entrepreneur, Ms. Yorio founded Compound, a fintech platform reimagining real estate investment and Newseed, an investment and venture platform focused on agriculture technology and farmland. Earlier in her career, Ms. Yorio served as Senior Vice President of Acquisitions at The Standard Hotels (2007–2009), where she oversaw real estate development, acquisitions, refinancings, and dispositions. Ms. Yorio holds a degree from Yale University. Allen Wang serves as a member of our board of directors. Allen Wang has over 25 years’ experience in law and finance. From March 2002 through July 2025, Mr. Wang worked as a partner in the capital markets, M&A and public company representation groups at Latham & Watkins LLP in Los Angeles, Hong Kong, Beijing and Boston. Mr. Wang held numerous leadership roles, including managing partner of the Beijing office, and served on the technology, finance and client intake committees. Prior to joining Latham, Mr. Wang worked as an associate in the financial institutions group of the investment banking division at Morgan Stanley in New York and an associate in the general practice group at Sullivan & Cromwell LLP in New York. Mr. Wang earned a B.A. from Yale University, J.D. from Harvard Law School and M.B.A from Oxford University, where he studied as a Fulbright scholar. Mr. Wang was selected to serve as a director due to his extensive experience in corporate law and investment banking. Robert Henry serves as a member of our board of directors. Robert Henry is an accomplished executive and investor with distinctive experience in private equity, banking, and law. Mr. Henry is currently a Partner at River House Capital Partners, a middle market private investment firm targeting opportunities in TMT, Business Services, Industrials, and Digital Infrastructure. From 2022 to 2025, Mr. Henry was a Senior Advisor in the Private Capital Group at McKinsey & Company where he advised senior financial sponsor and corporate clients (boards, C-suite executives, and founders) in the U.S. and abroad on value creation, growth, M&A, corporate finance, strategy, and transformation. He partnered with investors and leaders of large and mid-sized companies in TMT, business services, IT services, and industrials to drive outsized results. He was the Head of Governance, Risk, and Compliance (GRC) and Co-Head of Information Services. Mr. Henry was also a senior member of the Software, Business Services, Digital Infrastructure, and Private Credit Teams. Prior to joining McKinsey, Mr. Henry spent more than two decades working primarily in leadership roles in private equity and investment banking at firms such as Goldman Sachs and DLJ in industries spanning TMT, digital infrastructure, fintech, business services, consumer goods, and industrials. He has deep expertise scaling businesses across industries and driving value creation initiatives. Mr. Henry has served as a Board member of portfolio companies and interim CEO and CFO. Mr. Henry is a graduate of Harvard’s JD-MBA program and Harvard College where he was a Henry Russell Shaw Fellow in France and England. Mr. Henry is a member of the State Bars of NY and MA. 39 Number, Terms of Office and Election of Executive Officers and Directors Our Board of Directors is be elected each year at our annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial business combination (unless required by the NYSE). Our executive officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Prior to the consummation of our initial business combination, our Board of Directors and the holders of our Class B ordinary shares are authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Director Independence The NYSE requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an executive officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s Board of Directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Mr. Shah, Ms. Yorio, Mr. Wang and Mr. Henry are our independent directors. Our independent directors may have regularly scheduled meetings at which only independent directors are present in certain circumstances. Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by a majority of our independent and disinterested directors. Executive Officer and Director Compensation Each of the executive officers has purchased membership interests in the sponsor which includes an indirect interest in 250,000 founders shares and each of our independent directors will own membership interests in the sponsor which includes an indirect interest in 25,000 founders shares. Commencing on the date that our securities are first listed on through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a monthly fee of $20,000 per month for office space and general and administrative services for up to six months unless we have entered into working capital loans to permit the payment of such fee until the consummation of an initial business combination. This arrangement is being agreed to by an affiliate of our Chairman of our Board of Directors for our benefit and is not intended to provide such affiliate of our Chairman of our Board of Directors and Chief Executive Officer compensation in lieu of a salary. We believe that such fees are at least as favorable as we could have obtained from an unaffiliated third party for such services. Our sponsor and the officers and directors shall (i) also be entitled to reimbursement from the Company for their out-of-pocket expenses incurred and advisory fees shall be paid to the directors and advisors in connection with certain activities on the Company’s behalf, and (ii) purchase membership interests in our sponsor representing a pecuniary interest in an aggregate of 275,000 Class B ordinary shares. Except as set forth above and in this paragraph, no compensation will be paid to our sponsor, executive officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of our initial business combination. Additionally, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our Board of Directors may also approve the payment of advisory fees to directors in connection with such activities, including board committee service, and extraordinary administrative and analytical services. Our independent directors will review on a quarterly basis all payments that were made to our sponsor, executive officers, directors or our or their affiliates. 40 After the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommenced, to the Board of Directors for determination, either by a committee constituted solely of independent directors or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our Board of Directors has three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Each of our audit committee, our compensation committee and our nominating and corporate governance committee will be composed solely of independent directors. Each committee operates under a charter that has been approved by our Board of Directors and has the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of the IPO. Audit Committee We have established an audit committee of the Board of Directors. Manish Shah, Allen Wang and Robert Henry serve as members of our audit committee. Manish Shah serves as the chairperson of the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Each of Manish Shah, Allen Wang and Robert Henry are independent. Each member of the audit committee is financially literate and our Board of Directors has determined that Manish Shah qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter which details the purpose and principal functions of the audit committee, including: ● assisting the Board of Directors in the oversight of (1) the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company, (2) the preparation and integrity of the financial statements of the Company, (3) the compliance by the Company with financial statement and regulatory requirements, (4) the performance of the Company’s internal finance and accounting personnel and its independent registered public accounting firms, and (5) the qualifications and independence of the Company’s independent registered public accounting firms; ● reviewing with each of the internal and independent registered public accounting firms the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation; ● reviewing and discussing with management and internal auditors the Company’s system of internal control and discussing with the independent registered public accounting firm any significant matters regarding internal controls over financial reporting that have come to its attention during the conduct of its audit; ● reviewing and discussing with management, internal auditors and the independent registered public accounting firm the Company’s financial and critical accounting practices, and policies relating to risk assessment and management; 41 ● receiving and reviewing reports of the independent registered public accounting firm and discussing 1) all critical accounting policies and practices to be used in the firm’s audit of the Company’s financial statements, 2) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and 3) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences; reviewing and discussing with management and the independent registered public accounting firm the annual and quarterly financial statements and section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of the Company prior to the filing of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; ● reviewing, or establishing, standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies; ● discussing with management and the independent registered public accounting firm any changes in the Company’s critical accounting principles and the effects of alternative GAAP methods, off-balance sheet structures and regulatory and accounting initiatives; ● reviewing material pending legal proceedings involving the Company and other contingent liabilities; ● meeting periodically with the Chief Executive Officer, Chief Financial Officer, the senior internal auditing executive and the independent registered public accounting firm in separate executive sessions to discuss results of examinations; ● reviewing and approving all transactions between the Company and related parties or affiliates of the officers of the Company requiring disclosure under Item 404 of Regulation S-K prior to the Company entering into such transactions; ● establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting or accounting matters; ● reviewing periodically with the Company’s management, independent registered public accounting firm and outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and ● establishing policies for the hiring of employees and former employees of the independent registered public accounting firm. Compensation Committee We have established a compensation committee of the Board of Directors. The members of our compensation committee are Allen Wang, Manish Shah and Janine Yorio. Allen Wang serves as the chairman of the compensation committee. We have adopted a compensation committee charter which details the purpose and responsibility of the compensation committee including: ● reviewing the performance of the Chief Executive Officer and executive management; ● assisting the Board in developing and evaluating potential candidates for executive positions (including Chief Executive Officer); 42 ● reviewing and approving goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, evaluating the Chief Executive Officer’s and other executive officers’ performance in light of these corporate goals and objectives, and setting the Chief Executive Officer and other executive officer compensation levels consistent with its evaluation and the company philosophy; approving the salaries, bonus and other compensation for all executive officers; ● reviewing and approving compensation packages for new corporate officers and termination packages for corporate officers as requested by management; ● reviewing and discussing with the Board of Directors and senior officers plans for officer development and corporate succession plans for the Chief Executive Officer and other senior officers; ● reviewing and making recommendations concerning executive compensation policies and plans; ● reviewing and recommending to the Board of Directors the adoption of or changes to the compensation of the Company’s directors; ● reviewing and approving the awards made under any executive officer bonus plan, and providing an appropriate report to the Board of Directors; ● reviewing and making recommendations concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans, and, except as otherwise delegated by the Board of Directors, acting as the “Plan Administrator” for equity-based and employee benefit plans; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees; ● reviewing periodic reports from management on matters relating to the Company’s personnel appointments and practices; ● assisting management in complying with the Company’s proxy statement and annual report disclosure requirements; ● issuing an annual Report of the Compensation Committee on Executive Compensation for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations; ● annually evaluating the committee’s performance and the committee’s charter and recommending to the Board of Directors any proposed changes to the charter or the committee; and ● undertaking all further actions and discharge all further responsibilities imposed upon the Committee from time to time by the Board of Directors, the federal securities laws or the rules and regulations of the SEC. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. Nominating and Corporate Governance Committee We have established a nominating and corporate governance committee of the Board of Directors. The members of our nominating and corporate governance committee are Allen Wang, Manish Shah and Janine Yorio. Manish Shah serves as the chairman of the compensation committee. 43 We have adopted a nominating and corporate governance committee charter which details the purpose and responsibility of the compensation committee including: ● Identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Prior to our initial business combination, the Board of Directors will also consider director candidates recommended for nomination by holders of our founder shares during such times as they are seeking proposed nominees to stand for appointment at an annual general meeting (or, if applicable, an extraordinary general meeting). Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Clawback Policy We have adopted a compensation recovery policy that is compliant with NYSE listing rules as required by the Dodd-Frank Act. A copy of the policy can be found on our website at www.irisspac.com. Corporate Governance Guidelines We have adopted Corporate Governance Guidelines, a copy of which can be found on our website at www.irisspac.com. Code of Conduct and Ethics We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. A copy of the Code of Conduct and Ethics and each committee charter can be found on our website at www.irispac.com. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Business Conduct will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Business Conduct in a Current Report on Form 8-K. See “ Where You Can Find Additional Information .” Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; 44 ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● directors should not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (including as described in “ Proposed Business—Initial Business Combination ”). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated memorandum and articles of association provides that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. Our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Investors should be aware of the following potential conflicts of interest: ● None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. ● In the course of their other business activities, our sponsor, officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. However, our officers and directors have agreed to present to us all suitable target business opportunities, subject to any fiduciary or contractual obligations. 45 ● Each of the holders of the founder shares and placement units has agreed that his, her or its founder shares and placement shares, as applicable, will be subject to transfer restrictions and that he, she or it will not sell or transfer such shares until the applicable forfeiture provisions no longer apply. Holders of founder shares and placement shares have agreed to waive their redemption rights with respect to their founder shares, and placement shares, as applicable, (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window (excluding any exercise of the underwriters’ over-allotment option) and (iii) if we fail to consummate a business combination within the completion window or if we liquidate prior to the expiration of the completion window. Our sponsor, officers and directors have also agreed to waive their redemption rights with respect to public shares in connection with the consummation of a business combination and in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window. However, our sponsor, officers and directors will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the completion window. To the extent our holders of founder shares or placement shares transfer any of these securities to certain permitted transferees, such permitted transferees will agree, as a condition to such transfer, to waive these same redemption rights. If we do not complete our initial business combination within the completion window, the portion of the proceeds of the sale of the placement units placed into the trust account will be used to fund the redemption of our public shares. There will be no redemption rights or liquidating distributions with respect to our founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate an initial business combination within the completion window (excluding any exercise of the underwriter’s over-allotment option). Except as described under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters — Transfers of Founder Shares and Placement Units”, the founder shares, placement units and their underlying securities will not be transferable, assignable or saleable. Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with res pect to our initial business combination. ● Members of our management team and our independent directors may directly or indirectly own founder shares, private placement shares and/or private placement warrants following the IPO and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. ● Our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our Board of Directors will review any potential conflicts of interest on a case-by-case basis. 46 ● Unless we consummate our initial business combination, our executive officers, directors and sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account. ● The founder shares, private placement shares and private placement warrants (and underlying securities) will be released from their respective lock-up restrictions only if a business combination is successfully completed, and the private placement warrants will expire worthless if a business combination is not consummated. For the foregoing reasons, our Board of Directors may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with the Company. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our Board of Directors evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations. Individual Entity Entity’s Business Affiliation Sumit Mehta Arrow Capital Capital Markets Advisory Managing Director Lisha Parmar Arrow Capital Capital Markets Advisory Vice President Omkar Halady Arrow Capital Capital Markets Advisory AVP Rohit Nanani Arrow Capital Capital Markets Advisory Founder and CEO Manish Shah The London Fund Palladius Capital Management Two Kings Management Private Investment Platform Real Estate Investment and Asset Management Firm Capital Allocation Strategy Advisor Senior Managing Director Principal Janine Yorio Everyrealm Inc. Compound Newseed Video Game Developer Fintech Investment agriculture technology CEO Founder Founder Allen Wang Robert Henry River House Capital Partners Private Investment Firm Founder, Partner If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote any shares held by them in favor of our initial business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to their founder shares, private placement shares and public shares. If they purchase Class A ordinary shares as part of the IPO or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert or sell such shares to us in connection with the consummation of an initial business combination. All ongoing and future transactions between us and any of our sponsor, executive officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our Board of Directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. 47 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner during 2025. ITEM 11. EXECUTIVE COMPENSATION Employment Agreements We have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits upon termination of employment. Executive Officers and Director Compensation We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor or an affiliate thereof, in an amount equal to $20,000 per month; ● Payment of consulting, success or finder fees to our sponsor, officers or directors, advisors, or our or their affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the private units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. In addition to the foregoing, our officers and directors will receive indirect interests in the founder shares held by the sponsor as compensation for their services as officers and directors of the Company. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. 48 Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth as of March 26, 2026 the number of Ordinary Shares, including both Class A and Class B Ordinary Shares, beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares, (ii) each of our officers and directors and (iii) all of our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Number of Class A Ordinary Shares Beneficially Percentage of Outstanding Class A Ordinary Number of Class B Ordinary Shares Beneficially Percentage of Outstanding Class B Ordinary Number of Ordinary Shares Beneficially Approximate Percentage of Outstanding Ordinary Owned Share Owned Shares Owned(1) Shares(2) Iris Acquisition Holdings II LLC 251,000 1.45 5,616,667 100.0 % 5,867,667 (3) 25.62 Sumit Mehta 251,000 1.45 5,616,667 100.0 5,867,667 (3)(4) 25.62 Lisha Parmar - - - - - - Omkar Halady - - - - - - Rohit Nanani 251,000 1.45 5,616,667 100.0 5,867,667 (3)(4) 25.62 Manish Shah - - - - - - Janine Yorio - - - - - - Allen Wang - - - - - - Robert Henry - - - - - - 5% or Greater Shareholders Tenor Capital Management L.P. (5) 1,000,000 5.78 - - 1,000,000 4.37 All executive officers and directors (eight individuals) as a group (1) Unless otherwise noted, the business address of each of the following is c/o Iris Acquisition Corp II, OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. (2) Percentage ownership is based on a total of 17,288,000 Class A ordinary shares outstanding, 5,616,667 Class B ordinary shares outstanding and an aggregate of 22,904,667 Ordinary Shares outstanding. (3) Consisting of: (a) Class A Ordinary Shares underlying 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. and (b) Class B Ordinary Shares as follows: 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. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. Does not include the ordinary shares underlying the warrants. 49 (4) Iris Acquisition Holdings II LLC, our sponsor, is the record holder of such shares. The managing member of our sponsor is Aureum Partners Ltd. Sumit Mehta and Rohit Nanani, who by virtue of their control of the managing member of our sponsor may be deemed to share beneficial ownership of the founder shares held by sponsor. Each of Sumit Mehta and Rohit Nanani disclaim beneficial ownership of the founder shares held by sponsor. (5) Represents shares beneficially owned by Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd. And Robin Shah. The address of the reporting person is 810 Seventh Avenue, Suite 1905, New York, NY 10019. This information is based on a Schedule 13G filed with the SEC on February 6, 2026. Transfers of Founder Shares and Placement Units Our initial shareholders have agreed not to transfer, assign or sell any of their respective founder shares, private placement shares, private placement warrants or any securities underlying the private placement warrants that they hold until the date that is (i) in the case of the founder shares, the earlier of (A) 180 days after the date of the consummation of our initial business combination or (B) subsequent to our initial business combination, (x) the date on which the last sale price of our public shares equals or exceeds $11.50 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, or (y) the date on which we consummate a liquidation, merger, amalgamation, share exchange or other similar transaction after our initial business combination which results in all of our shareholders having the right to exchange their public shares for cash, securities or other property, and (ii) in the case of the private placement units or any securities underlying the private placement units, until 30 days after the completion of our initial business combination. Notwithstanding the foregoing, the underwriter has agreed that an aggregate of 250,000 founder shares allocated to management shall be free from lock-up restrictions upon completion of the initial business combination. Notwithstanding the foregoing, during their respective lock-up periods, the initial shareholders may transfer, assign or sell any of the aforenamed securities (1) amongst the sponsor and its affiliates, to our executive officers or directors, or to any affiliate or family member of any of our executive officers or directors, (2) in the case of an entity, as a distribution to its partners, shareholders or members upon its liquidation, (3) in the case of an individual, (i) by bona fide gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization, (ii) by virtue of the laws of descent and distribution upon death of such person, (iii) pursuant to a qualified domestic relations order, (4) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (5) through private sales or transfers made in connection with the consummation of our initial business combination at prices no greater than the price at which such securities were originally purchased, or (6) to us for no value for cancellation in connection with the consummation of our initial business combination; provided , that, in each such case (except clause (6)), these transferees (the “permitted transferees”) shall enter into a written agreement with us agreeing to be bound by the transfer restrictions agreed to by the original holder in connection with the purchase of the securities being transferred. Registration Rights Our initial shareholders, the non-managing investors and their permitted transferees can demand that we register the founder shares, the private placement shares, the private placement warrants and underlying securities and any securities issued upon conversion of working capital loans, pursuant to an agreement. The holders of a majority of these securities are entitled to make up to three demands that we register such securities. The holders of a majority of these securities or units issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a business combination. Notwithstanding anything to the contrary, the representatives may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement. In addition, the representatives may participate in a “piggyback” registration only during the seven-year period from the commencement of sales of the IPO and may not exercise their demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statement. 50 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE On July 15, 2025, our sponsor purchased 5,750,000 Class B ordinary shares from us for an aggregate purchase price of $25,000, or $0.00435 per share, of which up to 750,000 founder shares remain subject to surrender to us for no consideration after the closing of the IPO depending on the extent to which the underwriters’ over-allotment option is exercised during the IPO. In connection with the closing of the IPO, the Underwriter waived its right to any further exercise of the remainder of the over-allotment option and 133,333 Class B Ordinary Shares were forfeited by the sponsor. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our Board of Directors may also approve the payment of advisory fees to directors in connection with such activities, including board committee service and extraordinary administrative and analytical services. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Pursuant to a registration rights agreement we have entered into an agreement with each of our initial shareholders on or prior to the closing of the IPO, where we may be required to register certain securities for sale under the Securities Act. These holders, and the holders of warrants issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in any other registration statement filed by us. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until the securities covered thereby are released from their respective lock-up restrictions, as described herein. We will bear the costs and expenses of filing any such registration statements. See “ Certain Relationships and Related Party Transactions .” The number of founder shares, and the forfeiture mechanism underlying the founder shares, has been determined in order to ensure that the founder shares will represent 25% of the outstanding shares (excluding any shares underlying the private placement units) upon completion of the IPO and the exercise of the underwriters’ over-allotment option, if any. In connection with the IPO, our sponsor holds 5,750,000 founder shares. In connection with the closing of the IPO, the Underwriter waived its right to any further exercise of the remainder of the over-allotment option and 133,333 Class B Ordinary Shares were forfeited by the sponsor. Our sponsor has committed that it will purchase 251,000 private placement units (including if the over-allotment is exercised in full) at $10.00 per unit, and the representatives have committed to purchase an aggregate of 150,000 private placement units (or 195,000 private placement units if the over-allotment is exercised in full) at a price of $10.00 per unit. These purchases will take place on a private placement basis simultaneously with the consummation of the IPO and the over-allotment option, as applicable. The foregoing purchases will only be made by our sponsor and the representatives if they are able to do so in accordance with Regulation M and Sections 9(a)(2) and 10(b) and Rule 10b-5 of the Exchange Act. A portion of the proceeds we receive from the purchase of the private placement units will be placed in the trust account described below. Except with respect to permitted transferees as described herein under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters,” our initial shareholders have agreed not to transfer, assign or sell any of their respective founder shares, private placement shares, private placement warrants or any securities underlying the private placement warrants that they may hold until the date that is (i) in the case of the founder shares, the earlier of (A) 180 days after the date of the consummation of our initial business combination or (B) subsequent to our initial business combination, (x) the date on which the last sale price of our public shares equals or exceeds $11.50 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, or (y) the date on which we consummate a liquidation, merger, amalgamation, share exchange or other similar transaction after our initial business combination which results in all of our shareholders having the right to exchange their public shares for cash, securities or other property, and (ii) in the case of the private placement shares, private placement warrants or any securities underlying the private placement warrants, until 30 days after the completion of our initial business combination. Permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any such securities. Notwithstanding the foregoing, the underwriter has agreed that an aggregate of 250,000 founder shares allocated to management shall be free from lock-up restrictions upon completion of the initial business combination. 51 In order to finance transaction costs in connection with an intended initial business combination, our sponsor, executive officers, directors, or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate our initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $2,500,000 of such loans may be convertible into additional units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The holders of our founder shares and private placement shares issued and outstanding on the date of the IPO, as well as the holders of the private placement warrants, our sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to three demands that we register such securities. The holders of a majority of these securities or units issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. Notwithstanding anything to the contrary, the representatives may only make a demand on one occasion and only during the five-year period from the commencement of sales of the IPO and may not exercise their demand rights on more than one occasion. In addition, the representatives may participate in a “piggy-back” registration only during the seven-year period from the commencement of sales of the IPO and may not exercise their demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements. Other than the foregoing and as described in this paragraph, no compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our sponsor, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive the repayment of any loans from our sponsor, officers and directors for working capital purposes and reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Our Board of Directors may also approve the payment of advisory fees for such activities, including board committee service, and extraordinary administrative and analytical services. There is no limit on the amount of out-of-pocket expenses reimbursable by us. Our independent directors will review on a quarterly basis all payments that were made to our sponsor, executive officers or our or their affiliates. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of a shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our Board of Directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Related Party Policy Our Code of Business Conduct requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board of Directors (or the audit committee). Related party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent we enter into such transactions. The audit committee considers all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, and that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. 52 These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors, including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently passive investors, (iii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iv) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them, unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, and the approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated shareholders from a financial point of view. Item 14. Principal Accountant Fees and Services . The firm of KNAV CPA LLP, or KNAV, acts as our independent registered public accounting firm. The following is a summary of fees paid to KNAV for services rendered. Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by KNAV in connection with regulatory filings. The aggregate fees of KNAV for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from July 8, 2025 (inception) through December 31, 2025 totalled approximately $35,700. The above amounts include interim procedures and audit fees. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay KNAV for any audit-related fees for the period from July 8, 2025 (inception) through December 31, 2025, Tax Fees Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay KNAV for tax services, planning or advice for the period from July 8, 2025 (inception) through December 31, 2025, All Other Fees All other fees consist of fees billed for all other services. We did not pay KNAV for any other services for the period from July 8, 2025 (inception) through December 31, 2025, Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 53 Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID Number 2983) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from July 8, 2025 (inception) Through December 31, 2025 F-4 Statement of Shareholder’s Deficit for the Period from July 8, 2025 (inception) Through December 31, 2025 F-5 Statement of Cash Flows for the Period from July 8, 2025 (inception) Through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-14 (2) Financial Statement Schedules: None. (3) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 4.1 Specimen Unit Certificate. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 12, 2025). 4.2 Specimen Ordinary Share Certificate. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 12, 2025). 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 12, 2025). 4.4 Warrant Agreement, dated as of February 2, 2026, by and between Iris Acquisition Corp II and Odyssey Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 4.5** Description of Securities. 10.1 Letter Agreement, dated February 2, 2026, by and among the, Iris Acquisition Corp II, the initial shareholders and the officers and directors of the Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 10.2 Investment Management Trust Agreement, dated as of February 2, 2026, by and between the Iris Acquisition Corp II and Odyssey Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 10.3 Registration Rights Agreement, dated as of February 2, 2026, by and among the Iris Acquisition Corp II and certain security holders of the Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 10.4 Private Units Subscription Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and Iris Acquisition Holdings II LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 10.5 Private Units Subscription Agreement, dated February 2, 2026, by and between Iris Acquisition Corp II and the Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 10.6 Indemnity Agreement, dated as of February 2, 2026, by and between Iris Acquisition Corp II and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026) 10.7 Administrative Services Agreement, dated February 2, 2026, by and between the Iris Acquisition Corp II and Iris Acquisition Holdings II LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 6, 2026). 14 Form of Code of Conduct (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 3, 2025). 24 Power of Attorney (included on signature page of this Annual Report on Form 10-K). 31.1** Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. 31.2** Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Claw-back Policy (incorporated by reference to Exhibit 99.7 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on January 28, 2026) 99.1 Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 3, 2025). 99.2 Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 3, 2025). 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) ** Filed herewith. Item 16. Form 10-K Summary Not applicable. 54 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated March 26, 2026 IRIS ACQUISITION CORP II By: /s/ Sumit Mehta Name: Sumit Mehta Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Lisha Parmar Name: Lisha Parmar Title: Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date Date /s/ Sumit Mehta Chief Executive Officer and Director March 26 , 2026 Sumit Mehta ( Principal executive officer ) /s/ Lisha Parmar Chief Financial Officer, March 26 , 2026 Lisha Parmar ( Principal Financial and Accounting Officer ) /s/ Omkar Halady Vice President and Secretary March 26, 2026 Omkar Halady /s/ Rohit Nanani Chairman of the Board March 26, 2026 Rohit Nanani /s/ Manish Shah Director March 26 , 2026 Manish Shah /s/ Janine Yorio Director March 26, 2026 Janine Yorio /s/ Allen Wang Director March 26, 2026 Allen Wang /s/ Robert Henry Director March 26, 2026 Robert Henry 55 IRIS ACQUISITION CORP II INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 2983) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from July 8, 2025 (inception) Through December 31, 2025 F-4 Statement of Shareholder’s Deficit for the Period from July 8, 2025 (inception) Through December 31, 2025 F-5 Statement of Cash Flows for the Period from July 8, 2025 (inception) Through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-14 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Iris Acquisition Corp II Opinion on the Financial Statements We have audited the accompanying balance sheet of Iris Acquisition Corp II (the “Company”) as of December 31, 2025 and the related statements of operations, shareholder’s deficit and cash flows for the period from July 8, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Iris Acquisition Corp II as of December 31, 2025, and the results of its operations and its cash flows for the period from July 8, 2025 (inception) through December 31, 2025, in conformity with the accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KNAV CPA LLP KNAV CPA LLP We have served as the Company’s auditor since 2025. Atlanta, Georgia March 26, 2026 PCAOB ID - 2983 F- 2 IRIS ACQUISITION CORP II BALANCE SHEET (all amounts in USD, except number of shares) December 31, 2025 ASSETS Deferred offering costs-non-current asset $ 139,598 TOTAL ASSETS $ 139,598 LIABILITIES AND SHAREHOLDER’S DEFICIT Current Liabilities Accrued expenses $ 23,592 Accrued offering costs 83,223 Promissory note – related party 75,806 Total Current Liabilities 182,621 Total Liabilities 182,621 Commitments and Contingencies (Note 5) Shareholder’s Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of December 31, 2025 – Class A ordinary shares, $ 0.0001 par value; 239,000,000 shares authorized; no shares issued or outstanding as of December 31, 2025 – Class B ordinary shares, $ 0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding as of December 31, 2025 (1) 575 Additional paid-in capital 24,425 Accumulated deficit ( 68,023 ) Total Shareholder’s Deficit ( 43,023 ) TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT $ 139,598 (1) Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 4, 2026, the Company consummated its Initial Public Offering and sold 16,850,000 Units, including 1,850,000 Units sold pursuant to the partial exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 616,667 shares of Class B ordinary shares were no longer subject to forfeiture and 133,333 have been forfeited. The accompanying notes are an integral part of the financial statements. F- 3 IRIS ACQUISITION CORP II STATEMENT OF OPERATIONS (all amounts in USD, except number of shares) For the Period from July 8, 2025 (inception) through December 31, 2025 General and administrative costs $ ( 68,023 ) Net loss $ ( 68,023 ) Weighted average shares outstanding, Class B ordinary shares (1) 5,000,000 Basic and diluted net loss per share $ ( 0.01 ) (1) Excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 4, 2026, the Company consummated its Initial Public Offering and sold 16,850,000 Units, including 1,850,000 Units sold pursuant to the partial exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 616,667 shares of Class B ordinary shares were no longer subject to forfeiture and 133,333 have been forfeited. The accompanying notes are an integral part of the financial statements. F- 4 IRIS ACQUISITION CORP II STATEMENT OF SHAREHOLDER’S DEFICIT (all amounts in USD, except share data) FOR THE PERIOD FROM JULY 8, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholder’s Shares Amount Shares Amount Capital Deficit Deficit Balance – July 8, 2025 (inception) – $ – – $ – $ – $ – $ – Issuance of Class B ordinary shares to Sponsor (1) – 5,750,000 575 24,425 – 25,000 Net loss – – – – – ( 68,023 ) ( 68,023 ) Balance – December 31, 2025 – $ – 5,750,000 $ 575 $ 24,425 $ ( 68,023 ) $ ( 43,023 ) (1) Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 4, 2026, the Company consummated its Initial Public Offering and sold 16,850,000 Units, including 1,850,000 Units sold pursuant to the partial exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 616,667 shares of Class B ordinary shares were no longer subject to forfeiture and 133,333 have been forfeited. The accompanying notes are an integral part of the financial statements. F- 5 IRIS ACQUISITION CORP II STATEMENT OF CASH FLOWS (all amounts in USD) Cash Flows from Operating Activities: For the Period from July 8, 2025 (inception) through December 31, 2025 Net loss $ ( 68,023 ) Adjustments to reconcile net loss to net cash used in operating activities: Payment of expense through promissory note – related party 44,431 Changes in operating assets and liabilities: Accrued expenses 23,592 Net cash used in operating activities – Net Change in Cash – Cash – Beginning of period – Cash – End of period $ – Non-cash investing and financing activities: Deferred offering costs included in accrued offering costs $ 83,223 Deferred offering costs paid through promissory note - related party $ 31,375 Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor $ 25,000 The accompanying notes are an integral part of the financial statements. F- 6 IRIS ACQUISITION CORP II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Iris Acquisition Corp II (the “Company”) was incorporated as a Cayman Islands exempted company on July 8, 2025 . The Company is a newly organized blank check company or special purpose acquisition company (“SPAC”), 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 “Business Combination”). The Company has not selected any specific business combination target, and the Company 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 will be an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) upon the closing of the initial public offering. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from July 8, 2025 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. Sponsor, Founder and Initial Public Offering The Company’s sponsor is Iris Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor” and is sometimes referred to as the “Founder”). The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2026. On February 4, 2026, the Company consummated Initial Public Offering of $ 168,500,000 public offering (which includes the partial exercise by Cohen and Company Capital Markets (“CCM”) (the “Underwriters”) of their over-allotment option in the amount of 1,850,000 Units, at $ 10.00 per unit generating gross proceeds of $ 168,500,000 (the “Initial Public Offering”) –Note 3), and a 438,000 private placement units close with the Sponsor and the Underwriters generating gross proceeds of $ 4,380,000 in the Private Placement Units, (Notes 3 and 4). Of the 438,000 Private Placement Units, the Sponsor purchased 251,000 and the Underwriters purchased 187,000 . These funds will be held in the Trust Account (discussed below). Transaction costs amounted to $ 10,613,044 consisting of $ 3,370,000 of the cash underwriting fee (of which $ 375,000 will be paid at signing of a business combination agreement), $ 6,740,000 of deferred underwriting fee, and $ 503,044 of other offering costs. The Trust Account Following the closing of the Initial Public Offering, on February 4, 2026, an amount of $ 168,500,000 ($ 10.00 per unit) from the net proceeds of the sale of the Units and the Private Placement Units, was placed in the trust account (the “Trust Account”), with Odyssey Transfer and Trust acting as trustee. The funds in the Trust Account are to be held in banks or other financial institutions and will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the completion of the Business Combination or (ii) the distribution of the Trust Account as described below. The Company’s amended and restated memorandum and articles of association provide that, except for (x) all interest income that may be released to the Company to pay taxes and (y) up to $ 100,000 to pay dissolution expenses, as discussed below, none of the funds held in the Trust Account will be released from the Trust Account until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of the obligation to redeem 100 % of public shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the pre-business combination activity or (3) redemption of 100 % of the outstanding public shares if the Company has not completed an initial Business Combination within 24 months from the closing of the Initial Public Offering. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (less the deferred underwriting commissions and the taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 IRIS ACQUISITION CORP II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses) or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, net of taxes payable, if any. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the NYSE rules. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding shares are voted in favor of the Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with the Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable, if any). As a result, such shares will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering. The amount in the Trust Account is $ 10.00 per public share ($ 168,500,000 held in the Trust Account divided by 16,850,000 public shares). The Company will have 24 months from the closing date of the Initial Public Offering to complete its initial Business Combination (the “Completion Window”). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and up to $ 100,000 to pay dissolution expenses; and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders will each enter into agreements with us, pursuant to which they will agree: (1) to waive their redemption rights with respect to their founder shares, private placement shares, private placement warrants, shares underlying any private placement warrants and public shares held by them in connection with the consummation of our initial Business Combination or a tender offer conducted prior to a Business Combination or in connection with it; and (2) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial Business Combination within 24 months from the closing of the IPO, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial Business Combination within the prescribed time frame. Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (see Note 4). As of December 31, 2025, the Company had no cash and had working capital deficit of $ 182,621 . As of February 4, 2026, upon the closing of the Initial Public Offering, the Company had $ 913,500 in cash and had working capital of $ 788,450 . In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at the option of the lender. The units would be identical to the Private Placement Units. As of December 31, 2025, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statement. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). F- 8 IRIS ACQUISITION CORP II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. As of December 31, 2025, the Company does not have any balance maintained with any bank account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Use of Estimates The preparation of the financial statement in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Income Taxes The Company follows the asset and liability method of accounting for income taxes under Accounting Standards Codification 740, “ Income Taxes ” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 9 IRIS ACQUISITION CORP II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, and the Company believes it is presently not subject to income taxes or income tax filing requirements in the United States. As such, the Company’s tax provision was zero for the period presented. Warrant Instruments The Company accounted for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values at the closing of the Initial Public Offering. As of December 31, 2025, there were no warrant instruments outstanding. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters (see Note 6). At December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on July 8, 2025, date of incorporation. In May 2025, the FASB issued ASU No. 2025-03 , Business Combinations ( Topic 805 ) and Consolidation ( Topic 810 ): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 16,850,000 units at a price of $ 10.00 per unit (the “Units”), which includes the partial exercise by the underwriter of their over-allotment option in the amount of 1,850,000 Units. Each Unit consists of one share of the Company’s Class A ordinary shares, $ 0.0001 par value and one-half of one redeemable warrant to purchase one Class A ordinary share (the “Warrants”). The Warrants will only be exercisable for whole shares at $ 11.50 per share. F- 10 IRIS ACQUISITION CORP II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Warrants – As of December 31, 2025 no warrants were outstanding. On February 4, 2026 the Company in connection with the Initial Public Offering issued 8,425,000 Public Warrants and 219,000 Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our Board of Directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (i) the Market Value or (ii) the price at which the Company issue the additional Class A ordinary shares or equity-linked securities. On the exercise of any warrant, the exercise price will be paid directly to the Company and not placed in the Trust Account. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the warrant shares and thereafter use its best efforts to cause the registration statement to become effective and to maintain the effectiveness of such registration statement until the expiration of the warrants. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the warrant shares and a current prospectus relating thereto. If a registration statement covering the issuance of the warrant shares is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may nevertheless, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act. In this circumstance, each holder would pay the exercise price by surrendering warrants exercisable for the number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such warrants and the difference between the exercise price of such warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the average reported last sale price of the Class A ordinary shares for the five trading days ending on the trading day prior to the date of exercise. Redemption of Warrants : The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the warrant shares underlying the warrants to be so redeemed is then effective and a current prospectus relating to those warrant shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the foregoing conditions are satisfied and the Company issues a notice of redemption, each warrant holder may exercise his, her or its warrants prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $ 18.00 trigger price (as adjusted) as well as the $ 11.50 exercise price (as adjusted) after the redemption notice is issued. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the exercise price so that if the share price declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In making such determination, management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of warrant shares issuable upon exercise of outstanding warrants. In such event, the holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of warrant shares underlying the warrants to be so exercised, and the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. F- 11 IRIS ACQUISITION CORP II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 No fractional Class A ordinary share will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. 4. RELATED PARTY TRANSACTIONS Founder Shares On July 15, 2025, the Sponsor purchased 5,750,000 Class B ordinary shares from the Company for an aggregate purchase price of $ 25,000 , paid by Sponsor on behalf of the Company to vendors for deferred transaction costs, or $ 0.00435 per share, of which up to 750,000 founder shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised during the Initial Public Offering. On February 4, 2026, the underwriters partially exercised their over-allotment option. As a result of the partial exercise by the underwriter 616,667 Class B ordinary shares are no longer subject to forfeiture and 133,333 were forfeited. The forfeiture was adjusted for the partial exercise on of the over-allotment option by the Underwriters so that the Sponsor owns 25 % of the Company’s issued and outstanding Class A and Class B ordinary shares after the Initial Public Offering resulting in total of 5,616,667 Class B ordinary shares outstanding. Private Placement Units The Sponsor pursuant to the Initial Public Offering, has purchased an aggregate of 251,000 private placement units at $ 10.00 per private placement unit in a private placement that closed simultaneously with the Initial Public Offering for $ 2,510,000 proceeds from the Sponsor. The underwriters have purchased an aggregate of 187,000 private placement units at a price of $ 10.00 per private placement unit for $ 1,870,000 in the aggregate in a private placement that closed simultaneous with the closing of Initial Public Offering. A portion of the purchase price of the private placement units was added to the proceeds of Initial Public Offering held in the trust account. If the initial business combination is not completed within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the private placement units held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law). Promissory Note – Related Party On July 15, 2025, the Sponsor had agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The promissory note is non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the Initial Public Offering. As of December 31, 2025, the Company had borrowed $ 75,806 under the promissory note. On February 4, 2026 in connection with the Initial Public Offering and Private Placement the note was fully settled with the purchase of the Private Placement by the Sponsor leaving a subscription receivable of $ 21,960 and a zero balance on the Promissory Note as of February 4, 2026. Borrowings under the Note are no longer available. Administration Fee The Company entered into an agreement, commencing on February 2, 2026, the effective date of the registration statement relating to the Initial Public Offering, with the Sponsor. The Sponsor will charge the Company a total of $ 20,000 per month for office space, administrative and support services for a period 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 the event the Company issues Working Capital Loans to permit the payment, the fee shall be paid until the initial Business Combination or liquidation. As of December 31, 2025 the Company did not incur any fees for the administrative service agreement. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at the option of the lender. The units would be identical to the Private Placement Units. As of December 31, 2025, the working capital loan arrangements had not yet been executed, therefore, no such Working Capital Loans were outstanding. F- 12 IRIS ACQUISITION CORP II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 5. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the US-Israel-Iran conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the US-Israel-Iran conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel, Iran and its neighbouring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the US-Israel-Iran conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or taken together have a material adverse effect on our business, financial condition or liquidity. Registration Rights The Company’s initial shareholders, the non-managing investors and their permitted transferees can demand that the Company register the Founder Shares, the Private Placement Shares, the Private Placement Warrants and underlying securities and any securities issued upon conversion of Working Capital Loans, pursuant to an agreement to be signed prior to or on the date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of a majority of these securities or units issued in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain piggy-back registration rights on registration statements filed after the Company’s consummation of a Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Underwriters had a 45 -day option to purchase up to 2,250,000 additional Units to cover any over-allotments, at the initial public offering price less the underwriting discounts. On February 4, 2026, the underwriters partially exercised their over-allotment option, purchasing 1,850,000 Units simultaneously with the Initial Public Offering and forfeited the remaining Units. The Company incurred an underwriting discount of (A) $0.20 per Unit sold in the Initial Public Offering, or $3,370,000 in the aggregate, paid at the closing of the Initial Public Offering, (i) $0.075 per Unit, or $1,125,000 was paid to the underwriters in cash; (ii) $0.025 per unit sold in the offering $375,000 in the aggregate is payable to the underwriters upon execution of an agreement for an initial Business Combination, and (iii) $0.10 per unit, or $1,870,000 in the aggregate of such funds was invested by the underwriter to purchase 187,000 private units at $10.00 per unit and (B) $0.40 per Unit sold in the offering, or $6,740,000 in the aggregate is payable to the underwriters based on the percentage of funds remaining in the Trust Account after redemptions of public shares, for deferred underwriting commissions placed in a Trust Account located in the United States and released to the underwriters only upon the completion of an initial Business Combination. 6. SHAREHOLDER’S DEFICIT Preferred Shares The Company is authorized to issue 1,000,000 ordinary shares of preferred shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2025, there were no preferred shares issued and outstanding. Class A Ordinary Shares The Company is authorized to issue 239,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. F- 13 IRIS ACQUISITION CORP II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Class B Ordinary Shares The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2025, there were 5,750,000 Class B ordinary shares issued and outstanding. As of December 31, 2025, an aggregate of 750,000 Class B ordinary shares was subject to forfeiture had the over-allotment option not been exercised by the underwriters. At February 4, 2026, there were 5,616,667 Class B ordinary shares issued and outstanding. As a result of the underwriters partial exercise of the over-allotment options 616,667 Class B ordinary shares are no longer subject to forfeiture and 133,333 Class B ordinary shares were forfeited so that the number of Founder Shares equal 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. 7. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, the Chief Executive Officer, in deciding how to allocate resources and assess performance. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. Accordingly, management has determined that the Company only has one reportable segment. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: At December 31, 2025 Deferred offering costs $ 137,100 For the Period from July 8, 2025 (inception) Through December 31, 2025 General and administrative costs $ 68,023 The CODM reviews general and administrative costs to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment information provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures. The CODM reviews the position of total assets available with the company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the public offering. The CODM will review the interest that will be earned and accrued on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. 8. SUBSEQUENT EVENTS The Company evaluated subsequent events that occurred after the balance sheet date through the date this financial statement was issued. Based on this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. On February 4, 2026, the Company consummated its Initial Public Offering, which consisted of 16,850,000 units (including 1,850,000 units issued pursuant to the underwriter’s partial exercise of the over-allotment option) (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). The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 168,500,000 . Simultaneously with the Initial Public Offering the Company closed on 438,000 private placement units with the Sponsor and the Underwriters generating gross proceeds of $ 4,380,000 in the Private Placement Units. Of the 438,000 Private Placement Units, the Sponsor purchased 251,000 and the Underwriters purchased 187,000 . These funds will be held in the Trust Account. As of February 4, 2026, the Company had borrowed $ 399,540 under the promissory note and was fully settled with the purchase of the Private Placement by the Sponsor leaving a subscription receivable of $ 21,960 and a zero balance on the Promissory Note as of February 4, 2026. Borrowings under the Note are no longer available . On March 17 2026, a board meeting was held wherein the committee compensation was revised. Manish Shah, Allen Wang and Robert Henry serve as members of our audit committee. Manish Shah and Robert Henry serve as the co-chairpersons of the audit committee. The members of our nominating and corporate governance committee are Allen Wang, Manish Shah and Janine Yorio. Janine Yorio serves as the chairman of the nominating and corporate governance committee. The members of our compensation committee are Allen Wang, Manish Shah and Janine Yorio. Manish Shah serves as the chairman of the compensation committee. F- 14