{"url_path":"/sec/irab-wt/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2077785/0001185185-26-001860-index.html","accession_number":"0001185185-26-001860","cik":"0002077785","ticker":"IRAB","issuer_name":"Iris Acquisition Corp II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2077785/0001185185-26-001860-index.html","primary_entity_key":"0002077785","primary_entity_name":"Iris Acquisition Corp II"},"word_count":345,"has_tables":true,"body_markdown":"**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\nOn\nFebruary 4, 2026, we consummated the Initial Public Offering of 16,850,000 Units. The Units were sold at an offering price of $10.00\nper unit, generating total gross proceeds of $168,500,000. Cohen & Company Capital Markets acted as sole book-running manager. The\nsecurities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-289214). The Securities\nand Exchange Commission declared the registration statements effective on February 2, 2026.\n\n \n\nSimultaneous\nwith the consummation of the Initial Public Offering, the Sponsor and Cohen & Company Capital Markets consummated the Private Placement\nof an aggregate of 438,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,380,000.\nEach Private Placement Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant, with each whole Warrant entitling\nthe holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The issuance was made pursuant\nto the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nThe\nPrivate Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants\nare not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.\n\n \n\nOn\nFebruary 4, 2026, the underwriters partially exercised their over-allotment option, purchasing 1,850,000 Units simultaneously with the\nInitial Public Offering and forfeited the remaining Units.\n\n \n\nOf\nthe gross proceeds received from the Initial Public Offering, the partial exercise of the over-allotment option and the Private Placement\nUnits, an aggregate of $168,500,000 was placed in the Trust Account.\n\n \n\nWe\npaid a total of $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\ncombination agreement), $6,740,000 of deferred underwriting fee, and $503,044 of other offering costs.\n\n \n\nFor\na description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}