Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On December 20, 2022, Iris Acquisition Corp, a Delaware corporation (the "Company"), filed with the Secretary of State of the State of Delaware an amendment (the "Extension Amendment") to the Company's amended and restated certificate of incorporation to change the date by which the Company must consummate a business combination from March 9, 2023 to June 9, 2023 (subject to an additional three month extension at the discretion of the Board of Directors of the Company (the "Board")). The Company's stockholders approved the Extension Amendment at a special meeting of stockholders of the Company (the "Special Meeting") on December 20, 2022. The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 20, 2022, at the Special Meeting, a total of 26,212,537 (or 75.978%) of the Company's issued and outstanding shares of Class A common stock ("Public Shares") and Class B common stock held of record as of November 8, 2022, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company's stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.

Proposal 1. To approve and adopt the Extension Amendment.





   For       Against   Abstained
25,911,336   301,201       0

Proposal 2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.





25,869,867   342,670   0

Although this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

In connection with the Special Meeting, stockholders holding 26,186,896 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.08 per share, for an aggregate redemption amount of approximately $263,963,911.68. Following such redemptions, approximately $15,064,666 will be left in trust and 1,413,104 Public Shares will remain outstanding.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit No.                                Description
    3.1         Amendment to the Amended and Restated Certificate of Incorporation
              of Iris Acquisition Corp, filed on December 20, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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