Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 2, 2024, Iris Acquisition Corp (the "Company") filed a current report on Form 8-K disclosing receipt of a non-compliance notice from The Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that because it no longer met the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market, it no longer complied with Listing Rule 5550(a)(4) (the "Rule") of Nasdaq's Listing Rules (the "Rules") for continued listing. Subsequently, the Company filed a compliance plan and Nasdaq granted the Company an extension to regain compliance with the Rule. On March 5, 2024, the Company received a written notice from the Listing Qualifications Department of Nasdaq, indicating that the Company had failed to comply with IM-5101-2 of the Rules, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, and that unless the Company timely requests a hearing before the Nasdaq Hearings Panel, the Company's securities would be subject to suspension and delisting. The Company timely requested the hearing (the "Hearing").

On May 2, 2024, the Company received a written notice 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, pursuant to Listing Rule 5810(d)(2) of the Rules this deficiency now becomes an additional basis for delisting and the Company must address this additional deficiency at the Hearing.

The Company intends to address this deficiency at the Hearing.

Forward Looking Statements

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as "will," "would," "may," "intends," "anticipates," "potential," and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Nasdaq Listing Rules in the future, or otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.