Iris Acquisition Corp II-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 N/A(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with 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 August 10, 2026, there were 17,288,000 Class A ordinary shares, $0.0001 par value and 5,616,667 Class B ordinary shares,$0.0001 par value, issued and outstanding. IRIS ACQUISITION CORP II FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026 TABLE OF CONTENTS Part I. Financial InformationItem 1. Interim Financial Statements1Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20251Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026(Unaudited)3Condensed Statement of Cash Flows for the Six Months Ended June 30, 2026 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations15Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk17Item 4. Controls and Procedures17Part II. Other InformationItem 1. Legal Proceedings18Item 1A. Risk Factors18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds18Item 3. Defaults Upon Senior Securities18Item 4. Mine Safety Disclosures18Item 5. Other Information18Item 6. Exhibits19Part III. Signatures20 PART I - FINANCIAL INFORMATION IRIS ACQUISITION CORP IICONDENSED BALANCE SHEETS(all amounts in USD, except number of shares) Class A ordinary shares subject to possible redemption, $0.0001 par value; 16,850,000 and no sharesat a redemption value of $10.14 and $0 per share as of June 30, 2026 and December 31, 2025,respectively170,942,950— (1)Includes an aggregate of up to 750,000 ClassB ordinary shares subject to forfeiture by the holders thereof depending on the extentto which the underwriters’ over-allotment option was exercised (Note5). On February 4, 2026, the Company consummated itsInitial Public Offering and sold 16,850,000 Units, including 1,850,000 Units sold pursuant to the partial exercise of theunderwriters’ option to purchase additional units to cover the over-allotment, hence the 616,667 shares of Class B ordinary shareswere no longer subject to forfeiture and 133,333 have been forfeited. The accompanying notes are an integral part of these unaudited condensed financial statements. 1)Excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on theextent to which the underwriters’ over-allotment option was exercised (Note 5). On February 4, 2026, the Company consummatedits Initial Public Offering and sold 16,850,000 Units, including 1,850,000 Units sold pursuant to the partial exercise of theunderwriters’ option to purchase additional units to cover the over-allotment, hence the 616,667 shares of Class B ordinary shareswere no longer subject to forfeiture and 133,333 have been forfeited. The accompanying notes are an integral part of these unaudited condensed financial statements. IRIS ACQUISITION CORP IICONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(all amounts in USD, except shares data)(UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 (1)Includes an aggregate of up to 750,000 ClassB ordinary shares subject to forfeiture by the holders thereof depending on the extentto which the underwriters’ over-allotment option was