SCHEDULE: Iris Acquisition Corp II: Sponsor Ownership Disclosure

Iris Acquisition Holdings II, LLC and its principals disclosed a 25.62% beneficial ownership stake in Iris Acquisition Corp II.

Summary

• Iris Acquisition Holdings II, LLC (the Sponsor) reported beneficial ownership of 5,993,167 ordinary shares of Iris Acquisition Corp II.
• The stake represents 25.62% of the issuer's total outstanding ordinary shares as of February 2, 2026.
• The holdings consist of 251,000 Class A ordinary shares and 5,616,667 Class B ordinary shares.
• The Sponsor acquired 251,000 private units on February 2, 2026, which include warrants exercisable into 125,500 Class A ordinary shares upon a business combination.
• Rohit Nanani and Sumit Mehta share control of the Sponsor and are deemed to have beneficial ownership of the shares held by the entity.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral regulatory filing confirming the ownership structure of the SPAC sponsor, which is expected behavior for this type of entity.

Positives

• Clear disclosure of ownership structure and control by the Sponsor and its principals.
• Alignment of interests between the Sponsor and the issuer through significant equity holdings.

Negatives

• The warrants held by the Sponsor are currently not exercisable and will expire worthless if a business combination is not consummated within the specified timeframe.

Risks

• The value of the Sponsor's investment is contingent upon the successful completion of an initial business combination.
• Class A Warrants will expire worthless if the business combination is not completed within the time period specified in the issuer's governing documents.

Future Outlook

The Sponsor intends to maintain its position pending the consummation of an initial business combination, at which point Class B shares are convertible into Class A shares and warrants may become exercisable.

Management Comments

• The Sponsor is managed by its managing member, Aureum Partners Ltd., and is legally and beneficially owned 50% by Rohit Nanani and 50% by Sumit Mehta.
• Rohit Nanani and Sumit Mehta disclaim beneficial ownership of the shares held by the Sponsor, except to the extent of their pecuniary interest therein.

Industry Context

StockSavvy.ai notes that this filing is standard for Special Purpose Acquisition Companies (SPACs), where sponsors disclose their 'at-risk' capital and alignment with public shareholders through private placement units.

Comparison to Industry Standards

• The disclosure follows standard SEC requirements for beneficial ownership reporting under Rule 13d-1.
• The structure of the Sponsor's holdings (Class A and Class B shares plus warrants) is consistent with typical SPAC sponsor economics.

Related Party Transactions

• Private Placement Unit Subscription Agreement between the Sponsor and the Issuer.

Stakeholder Impact

• Provides transparency to shareholders regarding the concentration of ownership and control by the Sponsor.

Next Steps

• Consummation of an initial business combination.
• Potential conversion of Class B shares to Class A shares.
• Potential exercise of warrants upon business combination.

Key Dates

Keywords

Iris Acquisition Corp II, Schedule 13G, SPAC, Beneficial Ownership, Sponsor, Private Placement