Iris Acquisition Corp II-A美股招股说明书(2026-02-03版)

Iris Acquisition Corp II 15,000,000 Units Iris Acquisition Corp II, a Cayman Islands exempted company (the “Company”), is a newly organized blank check company or specialpurpose acquisition company (“SPAC”), formed for the purpose of entering into a merger, amalgamation, share exchange, assetacquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which werefer to throughout this prospectus as our “initial business combination.” We have not selected any specific business combinationtarget. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We are a globallyfocused SPAC with a generalist investment approach, seeking to identify and combine with a high-quality, mid-market company that ispoised to unlock accelerated growth through a public listing. While we are not limited to any particular sector or region, we are highlyselective in identifying businesses that align with our investment philosophy, operational rigor, and long-term value creation strategy. This is an initial public offering of our securities. We are offering 15,000,000 units at an offering price of $10.00 each. Each unitconsists of one Class A ordinary share, and one-half of one redeemable warrant. We refer herein to the units sold in this offering as our“public units,” and the components thereof as our “public shares” and “public warrants,” respectively. Each whole warrant entitles theholder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus.Each warrant will become exercisable on the later of the consummation of our initial business combination and 12 months after theclosing of this offering and will expire on the fifth anniversary of the completion of our initial business combination, or earlier uponredemption or liquidation as described in this prospectus. No fractional warrants will be issued upon separation of the units and onlywhole warrants will trade. Warrants will only be exercisable for whole shares. We have also granted the underwriters a 45-day optionto purchase up to an additional 2,250,000 units solely to cover over-allotments, if any. We will provide the holders of our public units, or our “public shareholders,” with the opportunity to redeem all or a portion of theirpublic shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of two business days prior to consummation of the initial businesscombination, including interest, divided by the number of then issued and outstanding public shares, subject to the limitations and onthe conditions described herein. The amount in the trust account will initially be $10.00 per public share. Our public shareholders willbe permitted to redeem their shares regardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposedbusiness combination. Our amended and restated memorandum and articles of association will not contain a minimum net tangibleasset condition, such as the $5,000,001 net tangible asset requirement. As such, there is no limitation on the amount of shares we mayredeem. Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conductredemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will berestricted from redeeming its shares with respect to more than an aggregate of 20% of the public shares sold in this offering, withoutour prior consent. Our sponsor, Iris Acquisition Holdings II LLC , a Delaware limited liability company (“sponsor”), will commit, pursuant to a writtenagreement, to purchase an aggregate of 251,000 private placement units at a price of $10.00 per private placement unit ($2,510,000 inthe aggregate (including if the over-allotment is exercised in full)) in a private placement that will close simultaneously with theclosing of this offering, and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), asrepresentatives of the underwriters in this offering (the “representatives”), will commit to purchase an aggregate of 150,000 privateplacement units (or 195,000 private placement units if the over-allotment is exercised in full) at a price of $10.00 per unit ($1,500,000in the aggregate (or $1,950,000 if the over-allotment is exercised in full)) in a private placement that will close simultaneously with theclosing of this offering. We refer to these units throughout this prospectus as the