SEC Comment Letter 0000000000-24-001829 to Iris Acquisition Corp (IRAA, IRAAU, IRAAW) (CIK 0001831874)
Iris Acquisition Corp (IRAA, IRAAU, IRAAW) (CIK 0001831874)
Date: Feb. 15, 2024 · CIK: 0001831874 · Accession: 0000000000-24-001829
AI Filing Summary & Sentiment
File numbers found in text: 001-40167
Letter
United States securities and exchange commission logo February 15, 2024 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 February 7, 2024 File No. 001-40167 Dear Sumit Mehta: We have reviewed your filing and have the following comment. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.We note that you are seeking to extend your termination date to June 9, 2024, with the board able to extend up to an additional three months, which is a date that is beyond 36 months from your initial public offering. Since Nasdaq IM-5101-2 requires that a special purpose acquisition company complete a business combination within 36 months of the effectiveness of the IPO registration statement, please disclose that your proposal to extend your termination deadline beyond 36 months does not comply with this rule and describe the risks of your non-compliance with this rule, including that your shares may be subject to suspension and delisting from The NASDAQ Capital Market, or advise. In this regard, we further note your disclosure in the Form 8-K filed on January 2, 2024 that you received a written notice from NASDAQ informing you of your noncompliance with a different NASDAQ Listing Rule for continued listing. Please revise to disclose
FirstName LastNameSumit Mehta Comapany NameIris Acquisition Corp February 15, 2024 Page 2 FirstName LastName Sumit Mehta Iris Acquisition Corp February 15, 2024 Page 2 whether you have regained, or are planning to regain, compliance for continued listing. If you are not planning to remain listed, please revise to disclose this fact and add appropriate risk disclosures. 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 Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any 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
February 15, 2024
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 February 7, 2024
File No. 001-40167
Dear Sumit Mehta:
We have reviewed your filing and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that you are seeking to extend your termination date to June 9, 2024, with the
board able to extend up to an additional three months, which is a date that is beyond 36
months from your initial public offering. Since Nasdaq IM-5101-2 requires that a special
purpose acquisition company complete a business combination within 36 months of the
effectiveness of the IPO registration statement, please disclose that your proposal to
extend your termination deadline beyond 36 months does not comply with this rule and
describe the risks of your non-compliance with this rule, including that your shares may
be subject to suspension and delisting from The NASDAQ Capital Market, or advise. In
this regard, we further note your disclosure in the Form 8-K filed on January 2, 2024 that
you received a written notice from NASDAQ informing you of your noncompliance
with a different NASDAQ Listing Rule for continued listing. Please revise to disclose
FirstName LastNameSumit Mehta
Comapany NameIris Acquisition Corp
February 15, 2024 Page 2
FirstName LastName
Sumit Mehta
Iris Acquisition Corp
February 15, 2024
Page 2
whether you have regained, or are planning to regain, compliance for continued listing. If
you are not planning to remain listed, please revise to disclose this fact and add
appropriate risk disclosures.
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 Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Chauncey Lane, Esq.