IPO and Trust Account - The initial public offering (IPO) generated gross proceeds of 10.00 per unit, including an over-allotment option[18]. - Following the IPO, approximately 4,184,782 remained in the trust account[20]. - Public stockholders redeemed 26,186,896 shares, resulting in 1,000,000 of the net proceeds from the initial public offering is available outside the trust account for working capital requirements[75]. - If the company cannot complete its initial business combination, public stockholders may only receive their pro rata portion of the funds in the trust account, estimated at 10.00 per share if the sponsor does not fulfill indemnification obligations, impacting public stockholders' distributions[81]. - The company liquidated investments in its Trust Account to mitigate the risk of being classified as an unregistered investment company, resulting in lower interest income for public stockholders[178]. - The Trust Account funds were previously held in U.S. government treasury obligations, but were liquidated to avoid regulatory complications, leading to reduced returns for stockholders[179]. Business Combination Plans - The company has extended the deadline to complete a business combination to March 9, 2024, with potential further extensions[20]. - The company has a defined timeline of 51 months from the IPO to complete a business combination, failing which it will liquidate[23]. - The company entered into a Business Combination Agreement with Iris Parent Holding Corp. on November 30, 2022, involving a merger with Liminatus and Iris, with the goal of creating a direct wholly-owned subsidiary of ParentCo[58]. - The company is focused on acquiring businesses with strong growth potential, good capital efficiency, and competent management teams, prioritizing emerging markets and technology-led companies[42]. - The company aims to invest in steady growth businesses backed by technology adoption, targeting products consumable by the growing middle-class population[44]. - The company will evaluate potential acquisitions based on metrics such as recurring revenues, market share, and customer acquisition costs to identify unique product offerings[47]. - The company has not selected a specific target business for the initial business combination, making it difficult to evaluate potential risks and merits[95]. - The company may only complete one business combination with the proceeds from its IPO, leading to a lack of diversification and increased risk associated with a single business[210]. - The company may attempt to complete multiple business combinations simultaneously, which could complicate negotiations and increase costs[106]. - The company may face challenges in completing its initial business combination if the target business does not meet its general criteria and guidelines, potentially leading to stockholder redemption[96]. Financial and Operational Risks - The company has not generated any revenue to date and has not engaged in operations unrelated to searching for business combination candidates[17]. - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses due to financial resource constraints[49]. - The company may need to reserve a portion of cash in the trust account for potential redemptions, impacting its ability to optimize capital structure[66]. - If a significant number of shares are redeemed, it could increase the likelihood of an unsuccessful business combination[67]. - The company may rely on loans from its sponsor or management team if the funds outside the trust account are insufficient to operate until June 30, 2025[75]. - The company may incur substantial debt to complete its initial business combination, which could adversely affect its leverage and financial condition[154]. - The company may face increased competition for attractive target businesses due to the rise in special purpose acquisition companies, which may lead to higher costs or inability to find suitable targets[71]. - The company may face challenges in negotiating favorable terms for business combinations as potential targets may leverage the impending deadline[70]. - The company may face material adverse effects on its business combination search due to future pandemics and infectious diseases[115]. - The company has identified a material weakness in internal control over financial reporting as of December 31, 2024, particularly related to accounting for complex financial instruments, which could adversely affect investor confidence[201]. Management and Governance - The management team has extensive experience in investment banking, M&A, and private equity, with a focus on sectors such as healthcare and technology[31]. - The company has three executive officers who will devote time as necessary to the business combination process, with no full-time employees expected prior to the initial business combination[51]. - Conflicts of interest may arise as officers and directors have fiduciary obligations to other entities, potentially affecting business opportunity presentations[118]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[120]. - The company’s initial stockholders control 97.5% of the common stock, potentially influencing stockholder votes in ways that may not align with public stockholders' interests[163]. - The company may face conflicts of interest due to the financial interests of its directors and officers in the proposed business combination[221]. - Iris Acquisition Holdings LLC may face conflicts of interest regarding changes to the Business Combination Agreement due to the discretion of its directors[222]. Regulatory and Compliance Issues - The company must avoid being classified as an investment company under the Investment Company Act, which would impose compliance burdens and restrict activities[87]. - Changes in laws or regulations could adversely affect the company's ability to complete its initial business combination and overall operations[90]. - The SEC issued final rules on January 24, 2024, regarding SPACs, which may require the company to liquidate earlier than planned[175]. - If deemed an investment company under the Investment Company Act, the company would face significant compliance burdens and restrictions on its activities[176]. - The review process by CFIUS could be lengthy, limiting the time available to complete the initial business combination[225]. - The initial business combination with a U.S. target company may be subject to review by CFIUS, potentially delaying or prohibiting the transaction[223]. - The proposed business combination aims to qualify as a tax-deferred exchange under Section 351 of the Code, but uncertainties exist regarding its qualification under Section 368(a)[229]. - The IRS issued final regulations regarding the excise tax, requiring payment for liabilities incurred from January 1, 2023, to December 31, 2023, by October 31, 2024[228]. - Liquidating distributions may be exempt from the excise tax, but uncertainties remain regarding redemptions made after December 31, 2022[228]. Shareholder Considerations - The company may issue additional shares of Class A common stock or preferred stock, which could significantly dilute existing investors' equity interests[152]. - Public stockholders may experience immediate and substantial dilution upon acquiring Class A common stock due to the nominal price paid for founder shares[164]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of stockholders do not agree[155]. - Holders of warrants may only exercise their warrants on a cashless basis under certain circumstances, potentially resulting in fewer shares received[145]. - The company is not currently registering the Class A common stock issuable upon exercise of the warrants under the Securities Act[140]. - If the shares of Class A common stock are not listed on a national securities exchange, the company may require warrant holders to exercise on a cashless basis[143]. - The company may redeem outstanding warrants at a price of 18.00 for a specified period[166]. - Each unit contains one-fourth of a warrant, which may make the units less valuable compared to other special purpose acquisition companies that offer whole warrants[167]. Market and Economic Risks - The company may face challenges in sustaining an active trading market for its securities, affecting liquidity and price[168]. - The market for directors and officers liability insurance has become less favorable, with increased premiums and decreased availability, potentially complicating initial business combinations[196]. - Cyber incidents could lead to data theft and financial loss, posing a risk to the company's operations and financial condition[188]. - The company may face challenges in managing cross-border operations, including regulatory compliance and currency fluctuations, which could impact future business combinations[197]. - Past performance of the management team is not indicative of future investment performance, and no member has prior management experience with special purpose acquisition corporations[117]. - Key personnel loss could adversely affect operations and profitability after the initial business combination[128]. - The management team may not maintain control of the target business post-combination, potentially affecting operational success[130]. - The company may pursue business combinations outside of management's expertise, which could lead to inadequate risk assessment[131]. - The company may need to take write-downs or impairments post-business combination, negatively impacting financial condition and stockholder value[126].
Iris Acquisition p(IRAA) - 2024 Q4 - Annual Report