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

On May 2, 2023, Iris Acquition Corp (the "Company") notified the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") that as a result of the resignation of Shahibhushan Borade ("Dr. Borade") from the Company's board of directors (the "Board") (as described below in Item 5.02 of this Current Report on Form 8-K), the Company was no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee of the Board (the "Audit Committee") to be composed of at least three independent directors. The Company is evaluating the appropriate composition of its board committees and fully intends to regain compliance with Rule 5605(c)(2)(A) within the applicable cure period.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2023, Dr. Borade, an Audit Committee member, notified the Company of his intent to resign as a member of the Board effective April 26, 2023. Dr. Borade's decision to resign was not the result of any dispute or disagreement with the Company on any matter relating to the Company's operation, policies (including accounting or financial policies) or practices.

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