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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