Iris Acquisition Corp II

Code

P

Shares

251,000

Price

—

Footnotes

4

Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor (the "Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into between the Sponsor and the Issuer. Each private unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased at $10.00 per unit for an aggregate purchase price of $2,510,000. Rohit Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. On July 15, 2025, the Sponsor purchased 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the Issuer for an aggregate purchase price of $25,000 as pursuant to a Securities Subscription Agreement , of which up to 750,000 of the Class B Ordinary Shares were subject to forfeiture depending on the extent to which the Issuer's underwriters' over-allotment option was exercised during the Issuer's initial public offering. The underwriters' over-allotment option was partially exercised on February 4, 2026 and therefore 133,333 Class B Ordinary Shares of the Sponsor were forfeited. The Class B Ordinary Shares convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustments. The Class B Ordinary Shares have no expiration date. Mr. Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Mr. Nanani has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Nanani disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.