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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 8-K

 

 

 

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

February 18, 2026
Date of Report (Date of earliest event reported)

 

Iris Acquisition Corp II

(Exact name of Registrant as specified in its charter)

 

Cayman Islands   001-43095   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

OT 09-31

Central Park Towers Offices

Dubai International Financial Centre

PO Box 941641

Dubai, United Arab Emirates

  N/A
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  +971-4-3966949

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant   IRAB U   NYSE
Class A ordinary shares, par value $0.0001 per share   IRAB   NYSE
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   IRAB WS   NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 8.01. Other Events.

 

On February 18, 2026, Iris Acquisition Corp II (the “Company”) announced that, on February 24, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade on New York Stock Exchange LLC (“NYSE”) under the symbol “IRAB U”. Any underlying Class A Ordinary Shares and Warrants that are separated will trade on NYSE under the symbols “IRAB” and “IRAB WS,” respectively. Holders of Units will need to have their brokers contact Odyssey Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and Warrants.

 

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.   Description
99.1   Press Release
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 18, 2026    
  Iris Acquisition Corp II
     
  By: /s/ Sumit Mehta
  Name: Sumit Mehta
  Title: Chief Executive Officer

 

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