Iris Acquisition Corp-A 2024年度报告

3rd Floor Zephyr House122 Mary Street,George TownPO Box10085Grand CaymanKY1-1001,Cayman Islands(Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code:9714 3966949 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 Section13 or 15(d)of the Securities Exchange Act of 1934 duringthe preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90days.Yes⌧No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (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 Rule12b-2of the Exchange Act.: 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 orrevised financial accounting standards provided pursuant to Section13(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 filingreflect the 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 anyof the 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 Rule12b-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 $3,349,722onJune 30, 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 NasdaqStock Market LLC (“Nasdaq”) on June 30, 2024. As of April 4, 2025, there were7,074,477shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, andnoshares ofthe registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding. TABLE OF CONTENTS PagePARTIITEM1. BUSINESS4ITEM1A. RISK FACTORS11ITEM1B. UNRESOLVED STAFF COMMENTS42ITEM 1C. CYBERSECURITY43ITEM2. PROPERTIES43ITEM3. LEGAL PROCEEDINGS43ITEM4. MINE SAFETY DISCLOSURES43PARTIIITEM5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES43ITEM6. [RESERVED]43ITEM7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION44ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA50ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON76ITEM9A. CONTROLS AND PROCEDURES76ITEM9B. OTHER INFORMATION77ITEM9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT77PARTIIIITEM10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE78ITEM11. EXECUTIVE COMPENSATION85ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS85ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE86ITEM14. PRINCIPAL ACCOUNTING FEES AND SERVICES87PARTIVITEM15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES88ITEM16. FORM10-K SUMMARY90 CAUTIONARY NOTEREGARDING 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-lookingstatements include, but are not limited to, statements regarding our or our management’s expectations, hopes,beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecastsor other characterizations of futur