Iris Acquisition Corp II
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
IRAB$10.010.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001185185-26-003366
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001185185-26-005224
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 29 previous paragraphs and 33 current paragraphs.
18 unchanged; 8 reworded; 5 added; 2 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
For the nine months ended September 30, 2026, we had net income of $3,468,346, which consists of interest income on cash held in the Trust Account of $4,050,456 partially offset by general and administrative costs of $579,094 and interest expense on the short-term loan of $3,016. The cumulative trust interest income across the nine-month period reflects the compounding of interest on accumulated balances. The nine-month general and administrative expenses reflect cumulative operational activity, with the sequential increase driven by expanded legal, financial due diligence, and advisory activities related to evaluating and pursuing potential business combination targets, alongside routine administrative expenses.
Current report
For the period from July 8, 2025 (inception) through September 30, 2025, we had net loss of $50,423, consisting of general and administrative costs.
Current report
Liquidity and Capital Resources and Going Concern Consideration
Current report
On October 20, 2026, the Company entered into a Promissory Note (the “Note”) with Harraden Circle Investors LP, Harraden Circle Concentrated LP, and Harraden Circle Special Opportunities LP (collectively, the “Payee”), pursuant to which the Payee agreed to make available to the Company an aggregate principal amount of up to $250,000 for costs and expenses reasonably related to the Company’s working capital needs prior to the consummation of an initial business combination. The full principal amount of $250,000 was made available at signing. Amounts may be drawn down from time to time in minimum amounts of $10,000 (unless otherwise agreed) prior to the earlier of December 31, 2027, or the completion of an initial business combination. As of the issuance date of the financial statements, the full $250,000 was drawn upon.No interest accrues on the unpaid principal balance. Upon the consummation of an initial business combination, the Company is obligated to pay, in addition to the principal amount, an “Additional Return” equal to 150% of the principal amount, if a business combination is consummated on or before December 31, 2027; or 250% of the principal amount, if a business combination is consummated after December 31, 2027, the maximum Additional Return ($375,000 at 150%, or $625,000 at 250%, on a full $250,000 draw). The Additional Return is contingent upon the completion of a business combination and will be paid in a single lump sum at the closing of the business combination. If the Company liquidates, dissolves, winds up, or its business combination deadline expires without consummating an initial business combination, the principal amount will be payable solely from, and only to the extent of, funds held outside of the Trust Account. The Payee has agreed to waive any right, title, interest, or claim of any kind in or to any monies held in the Company’s trust account established in connection with its initial public offering.
Current report
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The update requires public business entities to provide detailed tabular disclosures in the financial statement notes disaggregating specified natural expense categories—such as employee compensation, inventory purchases, and depreciation/amortization—included within each relevant operating expense caption on the face of the income statement. It also mandates qualitative descriptions of remaining expense amounts and explicit annual disclosure of the entity’s definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The guidance may be applied prospectively to all periods after the effective date or retrospectively to all periods presented. As this standard addresses presentation and footnote disclosures only, adoption will have no impact on the Company’s financial position, results of operations, or cash flows. The Company is currently assessing the impact on its financial statement disclosures and internal reporting systems.
Removed paragraphs (2)
Previous report
We are a blank check company incorporated in the Cayman Islands on July 8, 2025 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”). We presently have no revenue, have had losses since inception from incurring formation and operating costs and have had no operations other than identifying and evaluating suitable acquisition transaction candidates. We have relied upon the working capital available to us following the consummation of the initial public offering (the “IPO”) and the private placement to fund our operations. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt. We have not selected any target business for our initial business combination.
Previous report
Liquidity and Capital Resources
Reworded paragraphs (8)
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including the risks and uncertainties described in the Risk Factors sections of the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 26, 2026, and the Company’s final prospectus for its Initial Public Offering. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
For the three months ended June 30, 2026, we had net income of $1,263,575, which consists of general and administrative costs of $259,423 offset by interest income on cash held in the Trust Account of $1,523,388 and interest expense on the short-term loan of $390.
Current wording
For the three months ended September 30, 2026, we had net income of $1,430,836, which consists of interest income on cash held in the Trust Account of $1,607,506 partially offset by general and administrative costs of $175,559 and interest expense on the short-term loan of $1,111. Interest earned on funds held in the Trust Account increased during the quarter, driven primarily by higher average yields on U.S. Treasury securities and money market funds held within the trust, as well as the compounding of interest on accumulated cash balances. General and administrative costs for the quarter were primarily driven by recurring operational overhead, including professional fees (legal, audit, and accounting services), public company compliance costs, transfer and escrow agent fees, filing fees, and director and officer (D&O) insurance premiums necessary to maintain regulatory compliance.
Previous wording
For the six months ended June 30, 2026, cash used in operating activities was $163,911. Net income of $2,037,510 was affected by interest earned on cash held in the Trust Account of $2,442,950, payments of general and administrative costs through promissory note of $49,743. Changes in operating assets and liabilities provided $191,786 of cash for operating activities.
Current wording
For the nine months ended September 30, 2026, cash used in operating activities was $247,775. Net income of $3,468,346 was affected by interest earned on cash held in the Trust Account of $4,050,456, payments of general and administrative costs through promissory note of $49,743. Changes in operating assets and liabilities provided $284,592 of cash for operating activities.
Previous wording
As of June 30, 2026, we had cash held in the Trust Account of $170,942,950 (including approximately $2,442,950 of interest income) consisting of interest-bearing demand deposits. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of September 30, 2026, we had cash held in the Trust Account of $172,550,456 (including $4,050,456 of interest income) consisting of interest-bearing demand deposits. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of June 30, 2026, we had cash of $699,573. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of September 30, 2026, we had cash of $574,063 and working capital of $233,855. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay InCred Global Wealth (DIFC) Limited, an affiliate of the Sponsor 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.
Current wording
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the deferred underwriting fee payable as described below.
Previous wording
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 is included in the deferred underwriting fee payable balance, 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 Placement 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 and is included in the deferred underwriting fee payable balance.
Current wording
The Company incurred an underwriting discount of (A) $0.20 per Unit sold in the Initial Public Offering, or $2,995,000 settled at closing (cash $1,125,000 and $1,870,000 invested in PP Units); $375,000 deferred to at signing of a Business Combination agreement, (i) $0.075 per unit sold in the offering, excluding any units sold pursuant to the exercise of the underwriter’s over-allotment option, or $1,125,000, will be 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 is included in the deferred underwriting fee payable balance, 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 Placement 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 and is included in the deferred underwriting fee payable balance of $7,115,000.
Previous wording
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Current wording
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
We have neither engaged in any operations nor generated any revenues to date. Our only activities since July 8, 2025 (inception) through September 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
Current report — wording carried from elsewhere
For the period from July 8, 2025 (inception) through September 30, 2025, cash used in operating activities was $0. Net loss of $50,423 was affected by payments of general and administrative costs through promissory note of $21,331. Changes in operating assets and liabilities provided $29,092 of cash for operating activities.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the six months ended June 30, 2026, we had net income of $2,037,510, which consists of general and administrative costs of $403,535 offset by interest income on cash held in the Trust Account of $2,442,950 and interest expense on the short-term loan of $1,905.