Iris Acquisition Corp-A 2024年度报告

Commission File Number: 001-40167 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☐ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes⌧No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to 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 reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act.: Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☐ The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was approximately $3,349,722 on June30, 2024 (the last business day of the registrant’s most recently completed second quarter) based on the closing price for the common stock on The Nasdaq StockMarket LLC (“Nasdaq”) on June 30, 2024. As of April 4, 2025, there were 7,074,477 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and no shares of theregistrant’s Class B common stock, par value $0.0001 per share, issued and outstanding. TABLE OF CONTENTS PagePART IITEM 1. BUSINESS4ITEM 1A. RISK FACTORS11ITEM 1B. UNRESOLVED STAFF COMMENTS42ITEM 1C. CYBERSECURITY43ITEM 2. PROPERTIES43ITEM 3. LEGAL PROCEEDINGS43ITEM 4. MINE SAFETY DISCLOSURES43PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES43ITEM 6. [RESERVED]43ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION44ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA50ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON76ITEM 9A. CONTROLS AND PROCEDURES76ITEM 9B. OTHER INFORMATION77ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT77PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE78ITEM 11. EXECUTIVE COMPENSATION85ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS85ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE86ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES87PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES88 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Report on Form 10-K, which reflect our current views with respect tofuture events and financial performance, and any other statements of a future or forward-looking nature, constitute“forward-looking statements” for the purpose of the federal securities laws. Our forward-looking statements include,but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions orstrategiesregarding the future.In addition,any statements that refer to projections,forecasts or other