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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 8-K

 

 

 

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

May 13, 2026
Date of Report (Date of earliest event reported)

 

Iris Acquisition Corp II

(Exact name of Registrant as specified in its charter)

 

Cayman Islands   001-43095   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

OT 09-31

Central Park Towers Offices

Dubai International Financial Centre

PO Box 941641

Dubai, United Arab Emirates

  N/A
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  +971-4-3966949

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant   IRABU   NYSE
Class A ordinary shares, par value $0.0001 per share   IRAB   NYSE
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   IRABW   NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

  

Item 8.01. Other Events.

 

As previously disclosed, on March 9, 2026, Iris Acquisition Corp II (the “Registrant”) announced that it had entered into a non-binding letter of intent with respect to a potential business combination with Freedom Metals Corporation. On May 13, 2026, the Registrant informed Freedom Metals Corporation that it was terminating the letter of intent.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
104   Cover page interactive data file

 

1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 13, 2026    
     
  Iris Acquisition Corp II
     
  By: /s/ Sumit Mehta
  Name:  Sumit Mehta
  Title: Chief Executive Officer

 

2


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