SEC Comment Letter 0000000000-22-012655 to Iris Acquisition Corp (IRAA, IRAAU, IRAAW) (CIK 0001831874)
Iris Acquisition Corp (IRAA, IRAAU, IRAAW) (CIK 0001831874)
Date: Nov. 22, 2022 · CIK: 0001831874 · Accession: 0000000000-22-012655
AI Filing Summary & Sentiment
File numbers found in text: 001-40167
Letter
United States securities and exchange commission logo November 22, 2022 Sumit Mehta Chief Executive Officer Iris Acquisition Corp 3rd Floor Zephyr House 122 Mary Street, George Town PO Box 10085 Grand Cayman KY1-1001 , Cayman Islands Re:Iris Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed November 10, 2022 File No. 001-40167 Dear Sumit Mehta: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameSumit Mehta Comapany NameIris Acquisition Corp November 22, 2022 Page 2 FirstName LastName Sumit Mehta Iris Acquisition Corp November 22, 2022 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Chauncey Lane, Esq.
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United States securities and exchange commission logo
November 22, 2022
Sumit Mehta
Chief Executive Officer
Iris Acquisition Corp
3rd Floor Zephyr House
122 Mary Street, George Town
PO Box 10085
Grand Cayman KY1-1001 , Cayman Islands
Re:Iris Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed November 10, 2022
File No. 001-40167
Dear Sumit Mehta:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameSumit Mehta
Comapany NameIris Acquisition Corp
November 22, 2022 Page 2
FirstName LastName
Sumit Mehta
Iris Acquisition Corp
November 22, 2022
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Chauncey Lane, Esq.