UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Check the appropriate box:

IRIS ACQUISITION CORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PROXY STATEMENT

IRIS ACQUISITION CORP
3rd Floor Zephyr House

122 Mary Street, George Town

PO Box 10085

Grand Cayman KY1-1001, Cayman Islands

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 29, 2023MARCH 7, 2024

TO THE STOCKHOLDERS OF Iris Acquisition Corp:

You are cordially invited to attend the annualspecial meeting, (the “Annualwhich we refer to as the “Special Meeting”), of stockholders of Iris Acquisition Corp, (thewhich we refer to as “we”, “us”, “our” or the “Company”), to be held at 11 a.m. Eastern Time on December 29, 2023.March 7, 2024.

The AnnualSpecial Meeting will be a completely virtual meeting of stockholders, andwhich will be conducted via live webcast. You will be able to attend the AnnualSpecial Meeting online, vote and submit your questions during the AnnualSpecial Meeting by visiting https://www.cstproxy.com/irisacquisition/am2023.2024.

Even if you are planning on attending the AnnualSpecial Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the AnnualSpecial Meeting. Instructions on voting your shares are inon the proxy materials you received for the AnnualSpecial Meeting. Even if you plan to attend the AnnualSpecial Meeting online, it is strongly recommended you complete and return your proxy card before the AnnualSpecial Meeting date to ensure that your shares will be represented at the AnnualSpecial Meeting if you are unable to attend.

The accompanying proxy statement, (thewhich we refer to as the “Proxy Statement”), is dated December 19, 2023,February 26, 2024, and is first being mailed to stockholders of the Company on or about December 19, 2023.February 26, 2024. The sole purpose of the AnnualSpecial Meeting is to consider and vote upon the following proposals:

The Adjournment Proposal will only be presented at the Annual Meeting if there are not sufficient votes to approve the Election of Directors Proposal.

The Election of DirectorsExtension Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our initial business combination. As previously disclosed on the Form 8-K filed with the SEC on December 1, 2022, on November 30, 2022, the Company, Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“SPAC Merger Sub” and together with Liminatus Merger Sub, the “Merger Subs”), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) for a proposed business combination. Our board of directors (the “Board”) currently believes that there will not be sufficient time before March 9, 2024 to complete the business combination. Accordingly, the Board believes that in order to be able to consummate the business combination, we will need to obtain the Extension. Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to consummate a business combination to the Extended Date in order for our stockholders to have the opportunity to participate in our future investment.

In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock issued in our IPO, which shares we refer to as the “public shares”, and which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the business combination is submitted to the stockholders, subject to any limitations set forth in our charter, as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date. The Sponsor owns 6,900,000 shares of our Class A common stock, which we refer to as the “Founder Shares”, that were issued to the Sponsor prior to our IPO. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or March 5, 2024). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

If the Extension Amendment Proposal is approved and the Extension is implemented, the Sponsor or its designees has agreed to loan to us the lesser of: (x) $30,000 and (y) $0.06 per month for each public share that is not redeemed (the “Loan”). Assuming the Extension Amendment Proposal is approved and the Extension is implemented, the Loan will be deposited in the Trust Account promptly following the beginning of the Extension period. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented, the redemption amount per share at the meeting for the Company’s business combination or the Company’s subsequent liquidation will be approximately $10.73 per share, subject to adjustment for the Excise Tax (as defined below), if applicable, and such other taxes payable from the Trust Account, in comparison to the current redemption amount of approximately $10.65 per share, subject to adjustment for the Excise Tax (as defined below), if applicable, and such other taxes payable from the Trust Account. The Loan is conditioned upon the implementation of the Extension. The Loan will not occur if the Extention Amendment Proposal is not approved or the Extension is not implemented. The Loan will only be made on a month-to-month basis at the end of every month and until the consummation of the business combination transaction. The amount of the Loan will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of an initial business combination, in cash, at the option of the Sponsor. If the Sponsor or its designees advises us that it does not intend to make the Loan, then the Extension Amendment Proposal and the Adjournment Proposal will not be put before the stockholders at the Special Meeting and we will dissolve and liquidate in accordance with our charter.

Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.65 at the time of the Special Meeting, subject to adjustment for the Excise Tax (as defined below), if applicable, and such other taxes payable from the Trust Account. The closing price of the Company’s Class A common stock on February 21, 2024 was $10.32. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

If both the Extension Amendment Proposal is not approved and we do not consummate the business combination by March 9, 2024, as contemplated by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.

Subject to the foregoing, the affirmative vote of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, will be required to approve the Extension Amendment Proposal. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

The Company is listed on the Nasdaq Capital Market. Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement, which, in the case of the Company, would be March 9, 2024 (the “Nasdaq Deadline”). If the Extension Amendment is approved and the Board exercises its right to extend the life of the Company past March 9, 2024, such extension would extend the life of the Company past the Nasdaq Deadline. As a result, the Extension Amendment does not comply with Nasdaq IM-5101-2. There is a risk that trading in the Company’s securities may be suspended and the Company’s securities may be subject to delisting by Nasdaq on March 9, 2024 if the Board exercises its right to extend the life of the Company past March 9, 2024 pursuant to the Extension Amendment. See “Risk Factors - The Extension Amendment contemplated by the Extension Amendment Proposal contravenes Nasdaq rules, and as a result, could lead Nasdaq to suspend trading in the Company’s securities or lead the Company to be delisted from Nasdaq.” for more information.  

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting and entitled to vote thereon.

Our Board of Directors (the “Board”) has fixed the close of business on December 13, 2023,February 9, 2024, as the date for determining the Company stockholders entitled to receive notice of and vote at the AnnualSpecial Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the AnnualSpecial Meeting or any adjournment thereof.

You are not being asked to vote on the business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the business combination is approved and completed or we have not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Under Delaware law and the Company’s bylaws, no other business may be transacted at the Special Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.

If you have any questions regarding the accompanying proxy statement, you may contact Alliance Advisors, LLC, the Company's proxy solicitor, toll-free at (844)-670-2141 or email at IRAA@allianceadvisors.com.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment Proposal, and an abstention will have the same effect as voting “AGAINST” the Extension Amendment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on March 7, 2024: This notice of meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/irisacquisition/2024.

IRIS ACQUISITION CORP

3rd Floor Zephyr House

122 Mary Street, George Town

PO Box 10085

Grand Cayman KY1-1001, Cayman Islands

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 7, 2024

PROXY STATEMENT

The special meeting, which we refer to as the “Special Meeting”, of stockholders of Iris Acquisition Corp, which we refer to as the “we”, “us”, “our” or the “Company”, will be held at 11 a.m. on March 7, 2024 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/irisacquisition/2024. The Special Meeting will be held for the sole purpose of considering and voting upon the following proposals:

The Extension Amendment Proposal is required for the implementation of the plan of the Board to extend the date by which the Company has to complete our initial business combination. The purpose of the Extension Amendment is to allow the Company more time to complete the business combination.

In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the business combination is submitted to the stockholders, subject to any limitations set forth in our charter, as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or March 5, 2024). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the Sponsor or its designees has agreed to loan to us the lesser of: (x) $30,000 and (y) $0.06 per month for each public share that is not redeemed. Assuming the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the Loan will be deposited in the Trust Account promptly following the beginning of the Extension period. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented, the redemption amount per share at the meeting for the Company’s business combination or the Company’s subsequent liquidation will be approximately $10.73 per share, subject to adjustment for the Excise Tax (as defined below), if applicable, and such other taxes payable from the Trust Account, in comparison to the current redemption amount of approximately $10.65 per share, subject to adjustment for the Excise Tax (as defined below), if applicable, and such other taxes payable from the Trust Account. The Loan is conditioned upon the implementation of the Extension Amendment. The Loan will not occur if the Extension Amendment Proposal is not approved or the Extension Amendment is not implemented. The Loan will only be made on a month-to-month basis at the end of every month and until the consummation of the business combination transaction. The amount of the Loan will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of an initial business combination, in cash, at the option of the Sponsor. If the Sponsor or its designees advises us that it does not intend to make the Loan, then the Extension Amendment Proposal and the Adjournment Proposal will not be put before the stockholders at the Special Meeting and we will dissolve and liquidate in accordance with our charter.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. In such event, the Company may need to obtain additional funds to complete the business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Amendment Proposal is not approved and we do not consummate the business combination by March 9, 2024, as contemplated by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers or directors will not receive any monies held in the Trust Account as a result of their ownership of 6,900,000 Founder Shares, which were issued to the Sponsor prior to our IPO, and 5,013,333 Private Placement Warrants, which were purchased by the Sponsor and Cantor in a private placement that occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.

The Sponsor, officers and directors have agreed to: (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the charter, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial business combination by March 9, 2024, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO in favor of the initial business combination.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Because the Company will not be complying with Section 280 of the DGCL as described in our IPO prospectus filed with the U.S. Securities and Exchange Commission, which we refer to as the “SEC”, on March 8, 2021, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective target businesses.

Our Board has fixed the close of business on February 9, 2024 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date of the Special Meeting, there were 7,306,609 shares of Class A common stock outstanding. The Company’s warrants do not have voting rights in connection with the Extension Amendment Proposal or the Adjournment Proposal.

This Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies for the AnnualSpecial Meeting. We have agreed to pay Alliance Advisors, LLC a fee of $20,000.$15,000. We will also reimburse Alliance Advisors, LLC for standard out-of-pocket expenses and will indemnify and hold Alliance Advisors, LLC and its employees harmless against certain losses, damages, expenses, liabilities or claims. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

After careful consideration While the payment of all relevant factors,these expenses will reduce the Board has determined thatcash available to us to consummate an initial business combination if the Election of Directors Proposal, and, if presented, the Adjournment Proposal, are advisable and recommends that you vote or give instructionExtension is approved, we do not expect such payments to vote “FOR” such proposals.have a material effect on our ability to consummate an initial business combination.

Enclosed is theThis Proxy Statement containing detailed information concerning the Election of Directors Proposal, the Adjournment Proposalis dated February 26, 2024 and the Annual Meeting. Whetheris first being mailed to stockholders on or not you plan to attend the Annual Meeting, we urge you to read this material carefully and vote your shares.

If you have any questions regarding the accompanying Proxy Statement, you may contact Alliance Advisors, LLC, the Company’s proxy solicitor, toll-free at (844)-670-2141 or email at IRAA@allianceadvisors.com.about February 26, 2024.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. If you are a stockholder of record, you may also cast your vote online at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Annual Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the no effect on the Election of Directors Proposal and the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on December 29, 2023: This notice of meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/irisacquisition/am2023.

IRIS ACQUISITION CORP
3rd Floor Zephyr House

122 Mary Street, George Town

PO Box 10085

Grand Cayman KY1-1001, Cayman Islands

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 29, 2023

PROXY STATEMENT

The Annual Meeting of Iris Acquisition Corp will be held virtually on December 29, 2023 at 11 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders, and will be conducted via live webcast. You will be able to attend the Annual Meeting online, vote and submit your questions during the Annual Meeting by visiting https://www.cstproxy.com/irisacquisition/am2023.

The sole purpose of the Annual Meeting is to consider and vote upon the following proposals:

The Adjournment Proposal will only be presented at the Annual Meeting if there are not sufficient votes to approve the Election of Directors Proposal.

Our Board of Directors has fixed the close of business on December 13, 2023, as the date for determining the Company stockholders entitled to receive notice of and vote at the Annual Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Annual Meeting or any adjournment thereof.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUALSPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully read the entire document. document, including the annexes to this Proxy Statement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Proxy Statementproxy statement constitute “forward-looking statements” withinfor the safe harbor provisionpurpose of the Private Securities Litigation Reform Act of 1995.federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

The forward-looking statements contained in this Proxy Statementproxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K, filed with the U. S. Securities and Exchange Commission (the “SEC”)SEC on May 1, 2023. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Proxy Statement,proxy statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future results. Our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

RISK FACTORS

In addition to the below risk factors, you should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision to invest in our securities. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

The Extension Amendment contemplated by the Extension Amendment Proposal contravenes Nasdaq rules, and as a result, could lead Nasdaq to suspend trading in the Company’s securities or lead the Company to be delisted from Nasdaq.

The Company is listed on the Nasdaq Capital Market. Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement, which, in the case of the Company, would be March 9, 2024. If the Extension Amendment is approved and the Board exercises its right to extend the life of the Company past March 9, 2024, such extension would extend the life of the Company past the Nasdaq Deadline. As a result, the Extension Amendment does not comply with Nasdaq IM-5101-2. There is a risk that trading in the Company’s securities may be suspended and the Company’s securities may be subject to delisting by Nasdaq on March 9, 2024 if the Board exercises its right to extend the life of the Company past March 9, 2024 pursuant to the Extension Amendment. We cannot assure you that Nasdaq will not suspend or delist the Company’s securities in the event the Extension Amendment Proposal is approved and the Extension Amendment is implemented and the Company does not complete one or more business combinations by the Nasdaq Deadline, that we will be able to obtain a hearing with Nasdaq to appeal the delisting determination, or that our securities will not be suspended pending Nasdaq’s decision.

Additionally, the Company received a written notice on December 26, 2023, from the Listing Qualifications Department of Nasdaq notifying the Company that because it no longer meets the minimum 500,000 publicly held shares requirement for the Nasdaq Capital Market, it no longer complies with Listing Rule 5550(a)(4) of Nasdaq’s Listing Rules for continued listing. The Company submitted a compliance plan to Nasdaq on February 9, 2024, and is planning to remain listed.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

·      a limited availability of market quotations for our securities;

·      we may be unable to complete the business combination;

·      reduced liquidity for our securities;

·      a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

·      a limited amount of news and analyst coverage; and

·      a decreased ability to issue additional securities or obtain additional financing in the future.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited by the same.

Our Sponsor, Iris Acquisition Holdings LLC, is a Delaware limited liability company, but as our Sponsor has certain ties with non-U.S. persons, CFIUS may deem our Sponsor a “foreign person.” As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings.

We may choose to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. If we do not file voluntarily with CFIUS and obtain CFIUS clearance of the initial business combination, CFIUS may initiate a review at any time in the future. Following review, CFIUS may decide to block the initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we haven’t first obtained CFIUS clearance, which may have an impact on the potential value of the transaction.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by March 9, 2024 (or June 9, 2024 (subject to an additional three month extension at the discretion of the Board) if the Extension Amendment Proposal is approved) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount per share that will be determined by when we liquidate and whether the Extension Amendment Proposal has been approved, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares that occur after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the IRA. While not free from doubt, absent any further guidance, there is significant risk that the Excise Tax will apply to any redemptions of our Public Shares after December 31, 2022, including redemptions made if we are unable to consummate a business combination by or before the March 9, 2024. The application of the Excise Tax to any redemptions we make after December 31, 2022 could potentially reduce the per-share amount that our Public Stockholders would otherwise be entitled to receive.

The SEC has issued final rules and guidance relating to certain activities of SPACs. The need for compliance with these rules and the guidance may cause us to liquidate the Company at an earlier time than we might otherwise choose.

On January 24, 2024, the SEC issued final rules (the “2024 SPAC Rules”) relating, among other things, to disclosures in SEC filings in connection with business combination transactions involving special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; and the use of projections by SPACs in SEC filings in connection with proposed business combination transactions. In connection with the issuance of the 2024 SPAC Rules, the SEC also issued guidance (the “SPAC Guidance”) regarding the potential liability of certain participants in business combination transactions and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, which we refer to as the “1940 Act.” The need for compliance with the SPAC Rules and the SPAC Guidance may cause us to liquidate the Company at an earlier time than we might otherwise choose.

If we are deemed to be an investment company for purposes of the 1940 Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete a business combination and instead liquidate the Company.

As noted above, the SPAC Guidance relates, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the 1940 Act and the regulations thereunder. If we are deemed to be an investment company under the 1940 Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the 1940 Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the 1940 Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we were able to modify our activities so that we would not be deemed an investment company, we may be unable to complete a business combination and could be required to liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated a business combination.

To mitigate the risk that we might be deemed to be an investment company for purposes of the 1940 Act, we previously instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of a business combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will have received less interest on the funds held in the Trust Account than we would have had the Trust Account remained invested and our public stockholders will receive a lower amount upon any redemption or liquidation of the Company than what they would have received had the investments not been liquidated.

The funds in the Trust Account were previously held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the 1940 Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the 1940 Act) under the proposed rules issued by the SEC and thus potentially subject to regulation under the 1940 Act, in December 2023, we instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of a business combination or the liquidation of the Company. Following such liquidation, we will have received less interest on the funds held in the Trust Account than we would have if we had not liquidated such assets. As a result, our public stockholders will receive a lower amount upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been so liquidated.

BACKGROUND

We are a blank check company incorporated in Delaware on November 5, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have operated as a blank check company while searching for a target business with which to consummate an initial business combination since March 2021 (or approximately 35 months).

On January 24, 2024, the SEC adopted the 2024 SPAC Rules, which rules relate to, among other items, enhanced disclosure requirements in initial business combination transactions involving SPACs and private operating companies; amended financial statement requirements applicable to transactions involving shell companies; enhanced disclosure requirements related to projections, including required disclosure of all material bases of the projections and all material assumptions underlying the projections; increasing the potential liability of certain participants in proposed initial business combination transactions; and the circumstances in which SPACs such as the Company could be subject to the 1940 Act, and the regulations thereunder. The 2024 SPAC Rules will become effective no sooner than 125 days after publication in the Federal Register.

In addition, the IRA imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022. The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the IRA. While not free from doubt, absent any further guidance, there is significant risk that the Excise Tax will apply to any redemptions of our public shares after December 31, 2022, including redemptions made if we are unable to consummate an initial business combination by or before March 9, 2024 (or June 9, 2024 (subject to an additional three month extension at the discretion of the Board) if the Extension Amendment Proposal is approved). The application of the Excise Tax to any redemptions we make after December 31, 2022 could potentially reduce the per-share amount that our public stockholders would otherwise be entitled to receive.

There are currently 7,306,609 shares of Class A common stock. In addition, we issued warrants to purchase 6,900,000 shares of Class A common stock as part of our IPO and warrants to purchase 5,013,000 shares of Class A common stock as part of the private placement with the Sponsor that we consummated simultaneously with the consummation of our IPO. Each whole warrant entitles its holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our Class A common stock. The warrants will become exercisable 30 days after the completion of our initial business combination and expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The warrants underlying the Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees.

Approximately $4.3 million from our IPO and the simultaneous sale of the Private Placement Warrants are being held in our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the 1940 Act, with a maturity of 185 days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the 1940 Act, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the proceeds in the Trust Account as described below.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial business combination, it would repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. As of September 30, 2023, the Company had no borrowings under the Working Capital Loans.

You are not being asked to vote on the business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the business combination is approved and completed or we have not consummated a business combination by the Extended Date.

THE ELECTION OF DIRECTORSEXTENSION AMENDMENT PROPOSAL

Overview

OurThe Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date.

The Extension Amendment Proposal is required for the implementation of the Board’s plan to allow the Company more time to complete our initial business combination.

If the Extension Amendment Proposal is not approved and we do not consummate the business combination by March 9, 2024, as contemplated by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, is divided into two classes, Class Iliquidate and Class II, with members of each class serving staggered two-year terms and only one class of directors being electeddissolve, subject, in each year. The term of office of each of the directors shall expire as follows: Class I, with a term expiring at the 2023 Annual Meeting – Messrs. Peretz, Fernandez and Shah; and Class II, with a term expiring at the 2024 Annual Meeting – Rohit Nanani.

At the Annual Meeting, three Class I directors will be re-electedcase, to the Company’s Boardobligations under Delaware law to serveprovide for claims of creditors and the requirements of other applicable law.

A copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement in Annex A.

Reasons for the ensuing two-yearExtension Amendment Proposal

The Company’s charter provides that the Company has until March 9, 2024 to complete an initial business combination. The purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination.

The Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests of our stockholders, and because we will not be able to conclude a business combination within the permitted time period, or until a successor is elected and qualified or their earlier resignation or removal. Thethe Board has nominated Messrs. Peretz, Fernandez and Shah for re-election as Class I directors.determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond March 9, 2024 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the business combination.

Our current directors are listed below.

NomineesWe believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for Election as Class I Directors at this Annual Meetingan unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.

Nicholas Fernandez has almost 20 yearsIf the Extension Amendment Proposal is Not Approved

Stockholder approval of experience acrossthe Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is not approved and we do not consummate the business combination by March 9, 2024, as contemplated by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations accounting and finance. Mr. Fernandez has been with Athanor Capital,except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a hedge fund, since December 2019, most recently serving as Chief Operating Officer and Chief Financial Officer. Mr. Fernandez has chairedper-share price, payable in cash, equal to the Valuation Committeeaggregate amount then on deposit in addition to sittingthe Trust Account, including interest earned on the Management Committee. Previously, he wasfunds held in the Chief Financial OfficerTrust Account (which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Asset ManagementCompany’s remaining stockholders and Alternative Investments Divisionsthe Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of Jeffries LLC, a global bulge bracket investment bank, from February 2017 to April, 2019. Prior to that, Mr. Fernandez worked at a varietycreditors and the requirements of alternative investment managers in several capacities, progressing from a Fund Accountant to a Controller/Director of Operations. He started his career in public accounting with Ernst & Young in their Financial Services Office in New York, in their asset management practice with a concentration/serving Hedge, Private Equity and Venture Funds, as well as consulting. Mr. Fernandez earned a BS in Accounting and Finance with a minor in Business Administrationother applicable law.

There will be no distribution from the University at Albany, SUNY. Mr. Fernandez holds an active Certified Public Accountant LicenseTrust Account with respect to the Company’s warrants which will expire worthless in the stateevent we wind up. In the event of New York. Mr. Fernandez was selected to servea liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a director becauseresult of his experience in investment management, accounting and finance.their ownership of the Founder Shares or the Private Placement Warrants.

Richard Peretz retired asIf the chief financial officer and treasurerExtension Amendment Proposal Is Approved

If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of UPS, which he served from 2015 to 2020. Mr. Peretz was responsible for Global Finance activities at UPS. He also served as a memberState of the UPS Management Committee, setting strategy for long-term growth includingState of Delaware in the current capital structure realignment and transformation initiatives. Mr. Peretz was also responsible for UPS’s Initial Public Offeringform set forth in 1999, atAnnex A hereto to extend the time it has to complete a business combination until the largest in U.S. history. PriorExtended Date. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock and public warrants will remain publicly traded. The Company will then continue to being named CFO, Mr. Peretz held various leadership positions at UPS, including corporate controller and treasurer from 2007-2015. Mr. Peretz currently serves as a director and chairmanwork to consummate the business combination by the Extended Date.

Notwithstanding stockholder approval of the audit committee for Altus Power Inc. (NYSE: AMPS)Extension Amendment Proposal, our Board will retain the right to abandon and as executive chairman of Semper Paratus Acquisition Corp.,not implement the Extension at any time without any further action by our stockholders.

The Company is listed on the Nasdaq Capital Market. Nasdaq IM-5101-2 requires that a special purpose acquisition company (NASDAQ: LGST). Mr. Peretz has an MBA from Emory Universitycomplete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement, which, in the case of the Company, would be March 9, 2024. If the Extension Amendment is approved and holdsthe Board exercises its right to extend the life of the Company past March 9, 2024, such extension would extend the life of the Company past the Nasdaq Deadline. As a Bachelorsresult, the Extension Amendment does not comply with Nasdaq IM-5101-2. There is a risk that trading in the Company’s securities may be suspended and the Company’s securities may be subject to delisting by Nasdaq on March 9, 2024 if the Board exercises its right to extend the life of Business Administration fromthe Company past March 9, 2024 pursuant to the Extension Amendment. See “Risk Factors - The University of Texas (San Antonio). Mr. Peretz was selected to serve as a director because of his extensive experience at a public company.

Manish Shah has a multi-decade career as an investor, operator and banker, including experience at Morgan Stanley and Bear Stearns’ Technology investment banking groupsExtension Amendment contemplated by the Extension Amendment Proposal contravenes Nasdaq rules, and as a senior executiveresult, could lead Nasdaq to suspend trading in the Company’s securities or lead the Company to be delisted from Nasdaq.” for more information.  

You are not being asked to vote on the business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the business combination is approved and completed or we have not consummated a business combination by the Extended Date.

If the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved.

Redemption Rights

If the Extension Amendment Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public shares at a Nasdaq listed optical networking company. Since leaving Bear Stearnsper-share price, payable in 2006, hecash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any stockholder vote to approve a proposed business combination, or if the Company has invested his family’s capitalnot consummated a business combination by the Extended Date.

If the Extension Amendment Proposal is approved and the Extension is implemented, the Sponsor or its designees has agreed to loan to us the lesser of: (x) $30,000 and (y) $0.06 per month for each public share that is not redeemed. Assuming the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the Loan will be deposited in real estatethe Trust Account promptly following the beginning of the Extension period. Accordingly, if the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the redemption amount per share at the meeting for the Company’s business combination or the Company’s subsequent liquidation will be approximately $10.73 per share, subject to sponsoradjustment for the Excise Tax, if applicable, and such other taxes payable from the Trust Account, in comparison to the current redemption amount of approximately $10.65 per share, subject to adjustment for the Excise Tax, if applicable, and such other taxes payable from the Trust Account. The Loan is conditioned upon the implementation of the Extension Amendment. The Loan will not occur if the Extension Amendment Proposal is not approved or the Extension Amendment is not implemented. The Loan will only be made on a private investment platform,month-to-month basis at the end of every month and until the consummation of the business combination transaction. The London Fund,amount of the Loan will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of an initial business combination, in cash, at the option of the Sponsor. If the Sponsor or its designees advises us that it does not intend to make the Loan, then the Extension Amendment Proposal and the Adjournment Proposal will not be put before the stockholders at the Special Meeting and we will dissolve and liquidate in accordance with our charter.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL.

In connection with tendering your shares for growth companies,redemption, prior to 5:00 p.m. Eastern time on March 5, 2024 (two business days before the Special Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, 1 State Street Plaza, 30^th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on March 5, 2024 (two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a Senior Managing Director at Palladius Capital Management,record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a real estate asset management company,physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a Principalnominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at Two Kings Mgmt LLC,least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a family office. Manish graduated from Yale Universityphysical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and Harvard University Law School. He has served as a founding board memberwish to redeem may be unable to meet the deadline for Yale’s Jackson Schooltendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on March 5, 2024 (two business days before the Special Meeting) will not be redeemed for Global Affairs and a member of Harvard’s Alumni Real Estate Board. He served as an independent directorcash held in the Trust Account on the boardredemption date. In the event that a public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of Everyrealm. Mr. Shahthe redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.65 at the time of the Special Meeting. The closing price of the Company’s Class A common stock on February 21, 2024 was selected to serve as a director due to his extensive experience in investment banking.$10.32.

If you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on March 5, 2024 (two business days before the Special Meeting). The following person will continue asCompany anticipates that a director:

Rohit Nanani ispublic stockholder who tenders shares for redemption in connection with the Founder and CEOvote to approve the Extension Amendment Proposal would receive payment of Arrow Capital, which he founded in 2016, a leading boutique asset manager and investment advisory firm. Mr. Nanani has a proven track record as an international banker with 20+ yearsthe redemption price for such shares soon after the completion of experience in global financial markets. He has held several executive positions across notable global institutions, including as a Managing Director with Barclays Bank Plc (DIFC — Dubai), starting in 2013, and heading the GSAC (South Asian Clients) business and as Executive Director at UBS Singapore, having clientele across South East Asia, Middle East, Africa and UK. Prior to his private banking experience, Mr. Nanani spent ten years with global institutions such as ABN AMRO and Bank of Nova Scotia in India in the Corporate Banking business. His rich and varied experience across corporate banking and private banking gives him an advantage in providing holistic advisory services to ultra-high net worth clients and large family offices. Mr. Nanani was selected to serve as a director because of his experience as Founder and CEO of Arrow Capital, and his experience in investment banking.Extension.

Required Vote

The reelectionaffirmative vote by holders of Richard Peretz, Nicholas Fernandez and Manish Shah as Class I directors, each to serve until the 2025 annual meeting of stockholders, or until his successor shall have been duly elected and qualified,` requires a pluralityat least 65% of the votes cast byCompany’s outstanding shares of common stock, including the stockholders present in person or represented by proxy atFounder Shares, is required to approve the meeting and entitled to vote thereon. You may vote for or withhold your vote for all, or any, of the nominees. Withhold votes, abstentions and broker non-votes will have no effect on the outcome of the election of directors in the Election of DirectorsExtension Amendment Proposal.

AllIf the Extension Amendment Proposal is not approved and we do not consummate the business combination by March 9, 2024, as contemplated by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders approve the Extension Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

The Sponsor and all of our directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them)them in favor of re-electionthe Extension Amendment Proposal. On the record date, the Sponsor and our directors and executive officers of eachthe Company and their affiliates beneficially owned and were entitled to vote an aggregate of 6,900,000 Founder Shares representing approximately 94.4% of the Company’s issued and outstanding shares of common stock. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of Class I directorA common stock in the Electionopen market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.

Interests of the Sponsor, Directors Proposal.and Officers

When you consider the recommendation of our Board, you should keep in mind that the Sponsor, executive officers and members of our Board have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

The Board’s Reasons for the Extension Amendment Proposal and Its Recommendation

As discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.

Our charter provides that the Company has until March 9, 2024 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms.

Our charter states that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination before March 9, 2024, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of the Excise Tax, if applicable, and such other taxes payable from the Trust Account), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.

In addition, the Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon the consummation of, a business combination. Because we continue to believe that a business combination would be in the best interests of our stockholders and because we will not be able to conclude a business combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond March 9, 2024 to the Extended Date.

The Company is not asking you to vote on the business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the business combination in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the business combination is approved and completed or the Company has not consummated another business combination by the Extended Date.

After careful consideration of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company and its stockholders.

Recommendation of the Board

Our Board unanimously recommends that youour stockholders vote “FOR” the re-electionapproval of each director nominee named above.the Extension Amendment Proposal.

THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the AnnualSpecial Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Election of DirectorsExtension Amendment Proposal. In no event will our Board adjourn the Special Meeting beyond March 7, 2024.

If the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the AnnualSpecial Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.Extension Amendment Proposal.

Required Vote

The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the AnnualSpecial Meeting and entitled to vote thereon. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the AnnualSpecial Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions and broker non-voteswill be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. Broker non-votes will have no effect on the Adjournment Proposal.

Recommendation of the Board

Our Board unanimously recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.

CORPORATE GOVERNANCE INFORMATIONUNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Board Leadership Structure

The Board has no policy regardingfollowing discussion is a summary of certain United States federal income tax considerations for holders of our Class A common stock with respect to the need to separate or combineexercise of redemption rights in connection with the offices of Chairmanapproval of the BoardExtension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and Chief Executive Officer, and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company. The position of Chairmanpractices of the Board isInternal Revenue Service, which we refer to as the “IRS”, and judicial decisions, all as currently held by Rohit Nanini. The positionin effect and all of Chief Executive Officer is currently held by Sumit Mehta. We believe this leadership structure is appropriate because it allows Mr. Mehta to focus his efforts on running our business and managing the Company, while we realize the benefits of Mr. Nanini’s extensive business experience.

Director Independence

Wewhich are subject to Nasdaq’s requirementdiffering interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a majoritycourt would not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A common stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the Class A common stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our Class A common stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of our Board be “independent.” Our Board has determinedClass A common stock that allelect to have their Class A common stock of our directors (including all directorsthe Company redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that served duringso redeems its Class A common stock of the fiscal year ended December 31, 2022, other than Arjun Sethi) qualify as “independent” directors in accordance withCompany and is:

Redemption of Class A Common Stock

In the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determinationevent that a director has no relationship withU.S. Holder’s Class A common stock of the Company that would interfere with such director’s exercise of independent judgment in carrying outis redeemed, the responsibilities of a director. There are no familial relationships among any of our directors or executive officers.

Role of Board in Oversight of Enterprise Risk

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through the Audit Committee and Compensation Committeetreatment of the Board, buttransaction for U.S. federal income tax purposes will depend on whether the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures, and the processes in place to monitor and control such exposures. Our Audit Committee regularly reviews our financial statements, certain financial disclosures, our financial and other internal controls, and regularly receives reports from management. The Compensation Committee oversees risks related to the Company’s compensation policies and practices. The Compensation Committee regularly reviews our executive compensation policies and practices, and other related employee benefits, and the risks associated with each. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions,redemption qualifies as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Committees and Attendance at Board and Committee Meetings

Our Board held seven meetings during 2022. During that time, no membera sale or exchange of the Board attended fewer than 75%Class A common stock under Section 302(a) of the aggregate of: (i)Code. Whether the redemption qualifies for sale treatment will depend largely on the total number of meetingsshares of our Board (held duringstock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both before and after the redemption. The redemption of Class A common stock generally will be treated as a sale of the Class A common stock (rather than as a distribution) if the redemption: (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A common stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either: (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption of the Class A common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations to U.S. Holders - Taxation of Distributions.”

U.S. Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale or Exchange

If the redemption qualifies as a sale or exchange of Class A common stock under Section 302(a) of the Code, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for which he wasthe Class A common stock so disposed of exceeds one year. Generally, a director),U.S. Holder will recognize gain or loss in an amount equal to the difference between: (i) the amount of cash received in such redemption (or, if the Class A common stock is held as part of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A common stock based upon the then fair market values of the Class A common stock and the three-quarters of one warrant included in the unit) and (ii) the total number of meetings held by all committeesU.S. Holder’s adjusted tax basis in its Class A common stock so redeemed. A U.S. Holder’s adjusted tax basis in its Class A common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the Board on which such director served (held duringpurchase price of a unit allocated to a share of Class A common stock or the period that such director served).U.S. Holder’s initial basis for Class A common stock received upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

Taxation of Distributions

Pursuant to our Bylaws,If the Board may establish oneredemption does not qualify as a sale or more committeesexchange of Class A common stock under Section 302(a) of the Board, however designated,Code, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and delegate to any such committeeprofits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the full powerU.S. Holder’s adjusted tax basis in our Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Board,Class A common stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders - Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale or Exchange”. Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the fullest extent permitted by law.dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its Class A common stock of the Company and is not a U.S. Holder.

Redemption of Class A Common Stock

The Board has two standing committees: an Audit Committee and a Compensation Committee. Subject to any applicable phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3characterization for United States federal income tax purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) require that the audit committeeredemption of a listed company be composed solelyNon-U.S. Holder’s Class A common stock generally will correspond to the United States federal income tax characterization of independent directors. Subject to any applicable phase-in rules andsuch a limited exception, the rules of Nasdaq require that the compensation committeeredemption of a listed company be comprised solelyU.S. Holder’s Class A common stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders”.

Non-U.S. Holders of independent directors. The charters for each committee set forthour Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the scoperedemption of their Class A common stock of the responsibilities of that committee. The Board assessesCompany will be treated as a sale or as a distribution under the effectiveness and contribution of each committee on an annual basis. The charters for our Board committees were filed as exhibits our Annual Report on Form 10-K for the year ended December 31, 2022, and are filed as annexes to this proxy statement.Code.

Audit CommitteeGain or Loss on a Redemption of Class A Common Stock Treated as a Sale or Exchange

Messrs. Fernandez, Peretz and Shah serveIf the redemption qualifies as membersa sale or exchange of our Audit Committee, and Mr. Peretz chairs the Audit Committee. All members of our Audit Committee are independentClass A common stock under Nasdaq’s listing rules. Each memberSection 302(a) of the Audit Committee is financially literate andCode, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax in respect of gain recognized on a sale of its Class A common stock of the Board has determined that Richard Peretz qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. The Audit Committee is responsible for:Company, unless:

The Audit Committee held one meeting during the year ended December 31, 2022.

Compensation Committee

The members of our Compensation Committee are Messrs. Fernandez, Peretz and Shah. Mr. Shah serves as chairman of the Compensation Committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have a Compensation Committee comprised entirely of independent directors. Messrs. Fernandez, Peretz and Shah are independent.

We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

No Compensation Committee meetings were held during the year ended December 31, 2022, as none of our officers or directors receive compensation.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2022, none of our executive officers served as a member of the compensation committee or board of directors of any entity, one of whose executive officers served on the Compensation Committee or Board.

Corporate Governance and Nominating Committee

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq listing rules. In accordance with Rule 5605 of the Nasdaq listing rules, a majority of the independent directors may recommend a director nominee for selection by the Board. The Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Peretz and Shah. In accordance with Rule 5605 of the Nasdaq listing rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our Bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our form of the Code of Business Conduct and Ethics as Exhibit 14 to our Registration Statement on Form S-1, as amended, filed with the SEC on February 26, 2021. You will be able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website.

Director Nomination Process

If a stockholder wishes to suggest a proposed name of a nominee for consideration by the Board, the stockholder must submit his/her/its recommendation not less than ninety (90) days nor more than one hundred and twenty (120) days before the anniversary date of the immediately preceding annual meeting of stockholders to the Secretary of the Company at 3rd Floor Zephyr House, 122 Mary Street, George Town, PO Box 10085, Grand Cayman KY1-1001, Cayman Islands. The stockholders’ recommendation must contain the following information about the nominee:

The stockholders’ recommendation must contain the following information about the stockholder giving the notice:

Such notice must be accompanied by a written consentTaxation of each proposed nominee to being namedDistributions

If the redemption does not qualify as a nomineesale or exchange of Class A common stock under Section 302(a) of the Code, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and, to servethe extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as a director if elected.

Communication with Directors

The Board has adopted a process to facilitate written communications by stockholdersgain realized from the sale or other interested parties to the entire board, the independent membersdisposition of the Board as a group or any individual member of the Board. Persons wishing to write to the Board, to a specified director or to a committee of the Board, should send correspondence to 3rd Floor Zephyr House, 122 Mary Street, George Town, PO Box 10085, Grand Cayman KY1-1001, Cayman Islands.

All communications that, in our judgment, are appropriate for consideration by the directorsClass A common stock, which will be forwarded. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevanttreated as described under “U.S. Federal Income Tax Considerations to the stockholders, to the functioning of the board,Non-U.S. Holders - Gain or to the affairs of the Company.

Attendance at Annual Meetings

We do not have a formal policy requiring director attendance at annual meetings of stockholders, but we do encourage all of our directors to attend the annual meetings of stockholders.

EXECUTIVE OFFICERS

Our executive officers as of December 1, 2023 are as follows:

Sumit Mehta has served as our Chief Executive Officer since July 2022. Mr. Mehta was our Vice President from inception to May 2022. Mr. Mehta has been a managing director at Arrow Capital since 2019. He has over 15 years of experience across Corporate Finance, M&A and Private Equity, and a track record of identifying and executing successful transactions. In his previous role, starting in 2007, Mr. Mehta was the head of Deal Structuring & Advisory at Daman Investments, one of the leading investment companies in Dubai and part of the $5 billion Gargash Group. In his career span, Mr. Mehta has led large and complex investment deals, equity and debt financing transactions ranging from $50 million to $750 million across a wide range of sectors including technology, real estate, hospitality, education, auto, and consumer care. Mr. Mehta started his career with ABN AMRO in India as an investment advisor prior to moving to the Middle East.

Lisha Parmar has served as our Chief Financial Officer since July 2022. Ms. Parmar is a seasoned financial services professional with over 13 years of experience in Asset Management, Corporate Finance, M&A and Private Equity advisory across sectors such as high growth technology, consumer care, automobile, real estate, insurance and hospitality in global markets. Ms. Parmar is currently a Vice President at Arrow Capital, where she leads origination, strategy, structuring, due-diligence and closing of buy-side and sell-side M&A advisory, Private Debt and Equity Fund raising and capital market advisory transactions including working closely with Companies and Founders on driving business growth and value post transaction. Prior to Arrow, Ms. Parmar served as a Senior Associate at Daman Investments from 2017 to 2019, one of the leading investment companies in Dubai and family/ investment office of the Gargash Group in their Deal Structuring & Advisory Division. Ms. Parmar started her career with J.P. Morgan & Co in 2009 where she spent 7 years in J.P. Morgan Global Asset Management, responsible for portfolio management, research and investment analytics of Real Estate and Global Equities Fund Strategies with collectively $100+ billion in client assets. Ms. Parmar received her Masters in Management Studies in Finance from University of Mumbai and is currently pursuing a CFA designation.

Omkar Halady has served as our Vice President since July 2022. Mr. Halady has over 11 years of experience in M&A, Private Equity and transactional advisory across sectors such as education, hospitality, healthcare, technology, FMCG and food & beverage. He has worked closely with founders of tech-driven businesses advising on growth strategy, fund raising and improving overall operations of company, guiding them through their growth journey. Mr. Halady is currently serving as an Assistant Vice President at Arrow Capital, and served as Senior Associate from 2021 to 2022, responsible for buy-side and sell-side advisory transactions, Prior to Arrow, Mr. Halady worked as a consultant in various GCC based private consulting firms such as Ideal Management Consultants (UAE based Consulting Firm) and Falak Consulting (Bahrain based Consulting Firm) between 2013-2021. Mr. Halady has also served in various analytical roles at Big 4 names such as Ernst & Young and Grant Thornton LLP from 2010 – 2013. Mr. Halady holds a Bachelors of Commerce from Periyar University.

EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our Board and Audit Committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

Private Placement

Simultaneously with the closing of our IPO, the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) purchased an aggregate of 5,013,333 Private Warrants at a price of $1.50 per Private Warrant (the “Private Warrants”), for an aggregate purchase price of $7,520,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the trust account. If Iris does not complete a business combination by March 9, 2024, the Private Warrants will expire worthless.

Under the Sponsor Forfeiture Agreement between the Sponsor and Iris and Liminatus Pharma, LLC (“Liminatus”), the Sponsor has agreed to forfeit 4,177,778 of its Private Warrants at closing of our initial business combination.

The Private Warrants are identical to the public warrants included as part of the Units sold in the IPO except that they will be non-redeemable and exercisableLoss on a cashless basis for as long as the Private Warrants are held by the Sponsor or Cantor, the representative of the underwriters, or its permitted transferees. Additionally, for so long as the Private Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the commencement of sales of the IPO.

Founder Shares

In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B Common Stock, par value $0.0001 (the “Founder Shares”). In February 2021, Iris effected a stock dividend of 0.2 shares for each share of Class B Common Stock outstanding, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares (up to an aggregate of 900,000 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All shares and associated amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, the 900,000 shares were no longer subject to forfeiture. The Founder Shares were converted into sharesRedemption of Class A Common Stock on September 25, 2023.Treated as a Sale or Exchange”. Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

The Sponsor has agreedAs previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to transfer, assignbe, and should not be construed as, legal or selltax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of their Founder Shares until the earlier to occur of: (A) one year after the completionany U.S. federal, state, local or foreign income or other tax laws) of the initial business combination, and (B) the date on which Iris completes a liquidation, merger, capital stockreceipt of cash in exchange or other similar transaction after the initial business combination that results in all of its stockholders having the right to exchange their Iris Class A Common Stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Iris Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, the Founder Shares will be released from the lock-up.

Promissory Notes

On December 31, 2020, the Sponsor agreed to loan Iris up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the IPO. The loan was to be repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that had been allocated to the payment of offering expenses. The promissory note is no longer available to Iris.

On May 27, 2022, the Sponsor agreed to loan Iris up to $300,000 for working capital purposes. These loans are non-interest bearing, unsecured and are due by December 31, 2022. As of June 30, 2023 and December 31, 2022, the outstanding promissory note was not repaid.

On October 10, 2022, Iris issued an unsecured promissory note in the aggregate principal amount up to $550,000 to the Sponsor. Pursuant to the unsecured promissory note, the Sponsor agreed to loan to Iris an aggregate amount up to $550,000 payable on March 1, 2023. The unsecured promissory note does not bear interest. In the event that Iris does not consummate a business combination, the note will be repaid only from amounts remaining outside of the trust account, if any. The proceeds of the unsecured promissory note will be used by Iris for working capital purposes. As of June 30, 2023 and December 31, 2022, Iris’s outstanding balance was $540,000 under this loan.

On December 20, 2022, Iris issued an unsecured promissory note in the aggregate principal amount up to $750,000 to the Sponsor. Pursuant to the unsecured promissory note, the Sponsor agreed to loan to Iris an aggregate amount up to $750,000, payable on the earlier of June 22, 2023 or the consummation of the initial business combination. The unsecured promissory note does not bear interest. Upon the closing of the initial business combination, Iris shall pay an amount equal to 150% of the principal amount. In the event that Iris does not consummate the Transaction, the unsecured promissory note will be repaid only from amounts remaining outside of the trust account, if any. The proceeds of the unsecured promissory note will be used by Iris for working capital purposes. As of June 30, 2023 and December 31, 2022, Iris’s outstanding balance was $573,720 and $200,000, respectively, under this loan.

Related Party Loans

In addition, in order to fund working capital deficiencies or finance transaction costsshares in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of Iris’s officers and directors may, but are not obligated to, loan Iris funds as may be required on a non-interest bearing basis (“Working Capital Loans”). If Iris completes the initial business combination, Iris would repay the Working Capital Loans. In the event that the initial business combination does not close, Iris may use a portion of the working capital held outside the trust account to repay the Working Capital Loans, but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. As of June 30, 2023, Iris had no borrowings under the Working Capital Loans.

AdvancesExtension Amendment Proposal.

To assist in meeting the Company’s ongoing working capital needs, Liminatus agreed to provide us with a series of advances from the proceeds of the business combination to be received by Liminatus at the closing of the business combination. The amount of each advance will be determined on an ongoing case-by-case basis through the closing of the business combination. We received the first advance on August 2, 2023, in the amount of $250,000, the second advance in the amount of $100,000 on September 11, 2023, the third advance in the amount of $200,000 on November 27, 2023 and the fourth advance in the amount of $200,000 on December 11, 2023.

Underwriting Agreement

The underwriters from the IPO will receive a deferred underwriting fee of $8,000,000, of which $7,000,000 million will be paid in Iris Parent Holding Corp. (“ParentCo”) common stock (700,000 shares at $10.00 per share) upon the completion of Iris’s initial business combination. The share price is subject to adjustment based on the five day volume-weighted average price prior to the filing of a resale registration statement covering such shares.

Ancillary Agreements

In connection with the consummation of the initial business combination, ParentCo will enter into a Lock-Up Agreement, Sponsor Support Agreement, Sponsor Forfeiture Agreement, Amended and Restated Registration Rights Agreement and Warrant Amendment with certain parties, including the Sponsor as contemplated by the business combination. See “Proposal No. 1 — The Business Combination Proposal — Additional Agreements Executed at the Signing of the Business Combination” for a description of these agreements.

Expenses and Fees

Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our Audit Committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Policy for Approval of Related Party Transactions

The Audit Committee of our Board will adopt a written policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the Audit Committee will consider: (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party; (ii) the extent of the related party’s interest in the transaction; (iii) whether the transaction contravenes our code of ethics or other policies; (iv) whether the Audit Committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders; and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the Audit Committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our Audit Committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

Audit Fees and Services

No accountant has been selected or recommended to our stockholders because we do not expect to hold a 2024 Annual Meeting.

Audit and other fees billed to us by Marcum LLP for the years ended December 31, 2022 and December 31, 2021 are as follows: