Iris Acquisition Corp-A 2025年季度报告

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was requiredto submit such files). YES ☐ NO ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large acceleratedfilerNon-accelerated filer ☐ If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☐ As of November 15, 2024, there were 7,138,930 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued andoutstanding, and no shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding. EXPLANATORY NOTE Iris Acquisition Corp (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A”) to amend and restate its unaudited condensed consolidated financial statements previously included in itsQuarterly Report on Form 10-Q for the period ended September 30, 2024, originally filed with the Securities andExchange Commission (the “SEC”) on November 27, 2024 (the “Original Report”). This Form 10-Q/A also amendscertain other Items in the Original Report, as listed in “Items Amended in this Form 10-Q/A” below. Restatement Background As described in the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2024, onDecember 13, 2024, Columbass Limited (“Columbass”), the managing member of the Company’s sponsor IrisAcquisition Holdings, LLC (“Sponsor”), informed the Company of its resignation and appointment of Iris EquityHoldings LLC as the new managing member in connection with the sale of Columbass’ interest in the Sponsor toGaius Investment Partners (“Gaius”).In its notice to the Company, Columbass indicated that a portion of thepurchase price paid by Gaius to acquire the Columbass interest was paid by Hana Immunotherapeutics LLC, anaffiliate of Chris Kim, the Chief Executive Officer of Liminatus Pharma, LLC, the counterparty to the Company’sbusiness combination announced by the Company on December 1, 2022. The payment was a loan to Gaius in theapproximate amount of $1.216 million (the “Loan”) to facilitate the acquisition of Columbass by Gaius (the“Acquisition”). Following a review of the Acquisition and the Loan transaction, the Company determined that the Loanwas a material related party transaction under applicable accounting standards and should have been disclosed in thefinancial statement disclosures for the period ending September 30, 2024. In connection with the restatement, the Company has identified an additional material weakness in internalcontrol over financial reporting. The Audit Committee concluded that management’s report on the effectiveness ofinternal control over financial reporting as of December 31, 2023, should no longer be relied upon. Management hasalso concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2024,becauseof this material weaknesses in its internal control over financial reporting.For a discussion ofmanagement’s evaluation of our disclosure controls and procedures and the material weaknesses identified, see “PartI, Item 4 -Controls and Procedures” of this Form 10-Q/A. Items Amended in this Form 10-Q/A This Form 10-Q/A presents the Original Report, amended and restated in its entirety, with modifications asnecessary to reflect the aforementioned restatement. The following items have been amended to reflect therestatement: ●Part I, Item 1. Financial Statements●Part I, Item 4. Controls and Procedures In addition, in accordance with applicable SEC rules, this Form 10-Q/A includes new certificationsrequired by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 from our principal executive officer and ourprincipal financial officer dated as of the filing date of this Form 10-Q/A. Except as described above, this Form 10-Q/A does not amend, update or change any other items ordisclosures in the Original Report. As such, this Form 10-Q/A speaks only as of the date the Original Report wasfiled, and we have not undertaken herein to amend, supplement or update any information contained in the OriginalReport to give effect to any subsequent events. Among other things, forward-looking statements made in theOriginal Report have not been revised to reflec