Sec Form 13G Filing - Iris Acquisition Holdings II, LLC filing for - 2026-05-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G



Comment for Type of Reporting Person:  Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,867,667 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates.


SCHEDULE 13G



Comment for Type of Reporting Person:  Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The Sponsor is managed by its managing member, Aureum Partners Ltd., and is legally and beneficially owned (i) 50% by Rohit Nanani and (ii) 50% by Sumit Mehta. By virtue of their shared control of our Sponsor, Rohit Nanani and Sumit Mehta may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. Mr. Mehta disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.


SCHEDULE 13G



Comment for Type of Reporting Person:  Iris Acquisition Holdings II, LLC (the "Sponsor"), is the beneficial owner of the 5,993,167Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 251,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 5,616,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 251,000 Class A Ordinary Shares are included in private units ("Private Units") acquired pursuant to a Private Placement Unit Subscription Agreement, dated February 2, 2026, by and between the Sponsor and Iris Acquisition Corp II (the "Issuer") which also included 251,000 warrants (the "Class A Warrants") exercisable into 125,500 Class A Ordinary Shares (the "Class A Warrant Shares"). Each Private Unit consists of one Class A ordinary share, and one-half of one redeemable warrant, with each whole warrant exercisable into one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Excludes the Class A Warrant Shares underlying the Class A Warrants as they are not presently exercisable. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the Class A Warrants shall expire and shall be worthless. The Sponsor is managed by its two principals, Rohit Nanani and Sumit Mehta, and is legally and beneficially owned (i) 50% by Rohit Nanani and (ii) 50% by Sumit Mehta. By virtue of their shared control of our sponsor, Rohit Nanani and Sumit Mehta may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is OT 09-31, Central Park Towers Offices, Dubai International Financial Centre, Dubai, United Arab Emirates. Mr. Nanani disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.


SCHEDULE 13G


 
Iris Acquisition Holdings II, LLC
 
Signature:/s/ Sumit Mehta
Name/Title:Sumit Mehta, Authorized Person
Date:05/14/2026
 
Signature:/s/ Rohit Nanani
Name/Title:Rohit Nanani, Authorized Person
Date:05/14/2026
 
Sumit Mehta
 
Signature:/s/ Sumit Mehta
Name/Title:Sumit Mehta
Date:05/14/2026
 
Rohit Nanani
 
Signature:/s/ Rohit Nanani
Name/Title:Rohit Nanani
Date:05/14/2026
Exhibit Information

Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k)

primary_doc.xml