Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on June 1, 2022, Tribe Capital Markets LLC ("Tribe")
withdrew as a member of our sponsor, Tribe Arrow Holdings I LLC, a Delaware
limited liability company ("Sponsor"). In conjunction with the withdrawal of
Tribe as a member of the Sponsor, on July 26, 2022, the following actions
occurred (i) Arjun Sethi resigned in his capacity as Chairman and Chief
Executive Officer of Iris Acquisition Corp (formerly known as Tribe Capital
Growth Corp I) (the "Company"), (ii) Henry Ward resigned from his role as an
independent director of the Company, (iii) Omar Chohan resigned from his role as
Chief Financial Officer of the Company and (iv) Ted Maidenberg resigned from his
role as Secretary of the Company. These departures were not the result of any
disagreement between the Company and such individuals on any matter relating to
the Company's operations, policies, or practices.
Effective July 26, 2022, the Board of Directors of the Company subsequently
appointed (i) Sumit Mehta to serve as the Company's Chief Executive Officer,
(ii) Lisha Parmar to serve as the Company's Chief Financial Officer, and (iii)
Omkar Halady to serve as the Vice President of the Company. Rohit Nanani, an
existing director of the Company, will serve as Chairman of the Board of
Directors.
Sumit Mehta was previously the Vice President of the Company. Mr. Mehta has been
a Managing Director at Arrow Capital since 2019 where he heads the Special
Situations Group focused on M&A Advisory, Corporate Finance and Private Equity.
He has over 17 years of experience in this industry. In his previous role,
starting in 2007, Mr. Mehta was the head of Deal Structuring & Advisory at Daman
Investments, one of the leading investment companies in Dubai and family/
investment office of Gargash Group, a prominent business group in the Gulf
Cooperation Council (GCC). Mr. Mehta started his career with ABN AMRO in India
as an investment advisor prior to moving to the Middle East. Mr. Mehta has a BA
in Economics from Delhi University and an MBA from Cass School of Business.
Lisha Parmar is a seasoned financial services professional with over 13 years of
experience in Asset Management, Corporate Finance, M&A and Private Equity
advisory across sectors such as high growth Technology, Consumer care,
Automobile, Real Estate, Insurance and Hospitality in global markets. Lisha is
currently a Vice President at Arrow Capital, where she leads origination,
strategy, structuring, due-diligence and closing of buy-side and sell-side M&A
advisory, Private Debt and Equity Fund raising and capital market advisory
transactions including working closely with Companies and Founders on driving
business growth and value post transaction. Prior to Arrow, Ms. Parmar served as
a Senior Associate at Daman Investments from 2017 to 2019, one of the leading
investment companies in Dubai and family/ investment office of the Gargash Group
in their Deal Structuring & Advisory Division. Ms. Parmar started her career
with J.P. Morgan & Co in 2009 where she spent 7 years in J.P. Morgan Global
Asset Management, responsible for portfolio management, research and investment
analytics of Real Estate and Global Equities Fund Strategies with collectively
$100+ billion in client assets. Ms. Lisha received her Masters in Management
Studies in Finance from University of Mumbai and is currently pursuing a CFA
designation.
Omkar Halady has over 11 years of experience in M&A, Private Equity and
transactional advisory across sectors such as Education, Hospitality,
Healthcare, Technology, FMCG and Food & Beverage. He has worked closely with
founders of tech-driven businesses advising on growth strategy, fund raising and
improving overall operations of company, guiding them through their growth
journey. Mr. Halady is currently serving as a Senior Associate at Arrow Capital
since 2021, responsible for buy-side and sell-side advisory transactions, Prior
to Arrow, Mr. Halady worked as a consultant in various GCC based Private
Consulting firms such as Ideal Management Consultants (UAE based Consulting
Firm) and Falak Consulting (Bahrain based Consulting Firm) between 2013-2021.
Mr. Halady has also served in various analytical roles at Big 4 names such as
Ernst & Young and Grant Thornton from 2010 -2013. Mr. Halady holds a Bachelors
of Commerce from Periyar University.
There are no family relationships between Mr. Mehta, Ms. Parmar, or Mr. Halady
and any director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer of the Company that are
subject to disclosure under Item 404(d) of Regulation S-K.
There are no transactions between the Company and Mr. Mehta, Ms. Parmar, or Mr.
Halady that are subject to disclosure under Item 404(a) of Regulation S-K.
In connection with these appointment, Mr. Mehta, Ms. Parmar, and Mr. Halady are
expected to enter into indemnity agreements and letter agreements with the
Company on the same terms as the indemnity agreements and letter agreement
entered into by the directors and officers of the Company at the time of the
Company's initial public offering.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Additionally, in connection with the resignation of Tribe as a member of the
Sponsor, the Company's Board of Directors (the "Board") deemed it beneficial to
the Company and its stockholders to change the Company's name from Tribe Capital
Growth Corp I to Iris Acquisition Corp (the "Name Change"). Accordingly, on July
26, 2022, the Company filed, with the Delaware Secretary of State, a Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of the
Company to effect the name change (the "Certificate of Amendment"). The
Certificate of Amendment provided that the Name Change would be effective upon
filing. The Certificate of Amendment is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
The Name Change was approved by the Board by written consent in lieu of a
meeting on July 26, 2022. Pursuant to Section 242 of the Delaware General
Corporation Law, stockholder approval is not required to complete the Name
Change and or to approve or effect the Certificate of Amendment.
As a result of the Name Change, the Company also amended and restated its
bylaws, solely to change the name of the Company included therein. The Amended
and Restated Bylaws are attached hereto as Exhibit 3.2 and is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On July 27, 2022, the Company issued a press release announcing its name change
to Iris Acquisition Corp and changes in the management of the Company. A copy of
the press release is furnished as Exhibit 99.1 hereto.
Item 8.01 Other Events.
We were previously affiliated with Tribe Capital Management LLC ("TCM"), an
SEC-registered investment adviser. Tribe recently forfeited all of the interests
it owned in our sponsor, Tribe Arrow Holdings I LLC, to Arrow Capital ("Arrow")
and affiliates of Tribe have resigned from their roles as officers and directors
of the Company. In addition, TCM has terminated its investment advisory
relationship with the Company with the consent and approval of our Board of
Directors. In connection with Tribe's withdrawal from the Sponsor, all amounts
previously owed by the Company to TCM have been forgiven and that certain
Administrative Support Agreement between the Company and TCM has been
terminated. Following the termination of these relationships and resignation of
Tribe, TCM and its and their affiliates (the "Tribe Entities"), the Tribe
Entities intend to play no further role in the operations of our Company.
In connection with the resignation of Tribe as a member of the Sponsor, the
Company's strategy to identify a target business has been revised as described
below and supersedes in all respects any description of the Company's investment
team, strategy, methods of sourcing, and intended operations set forth in prior
filings, including without limitation the following sections and subsections of
the Company's Form S-1 (as amended from time to time) filed on January 25, 2021:
"Introduction", "Our Mission and Competitive Advantages", "Business Combination
Criteria", "Sourcing of Potential Initial Business Combination Targets",
"Proposed Business", and "Investment Team".
General
Arrow is a boutique asset manager and investment advisory firm that is a
registered investment management company with offices in Dubai (regulated by
Dubai Financial Services Authority - DFSA) and Mauritius (regulated by Financial
Services Commission - FSC).
There is no restriction in the geographic location or business of targets we can
pursue. However, with the recent change of management, we intend to prioritize
(i) emerging markets followed by the United States and rest of Asia (excluding
China and Hong Kong), and (ii) technology-led companies focused on essential
sectors.
Our Management Team
We are led by individuals with decades of executive investment experience across
several sectors and investment strategies. They collectively possess a deep
understanding of and experience in investing and operating companies in sectors
such as healthcare, retail, technology, fast-moving consumer goods (FMCG),
consumer care, among others, and possess strong knowledge and experience in
financial, legal and regulatory matters, initial public offerings, private
equity and venture capital. The management team and Board of Directors will be
supported by Arrow's investment team and the broader Arrow Capital organization.
Our Investment Team
Arrow's investment team brings together a wealth of experience across investment
banking, mergers & acquisitions, and asset management. Our investment team is
further complemented by world-class support functions across legal, compliance,
tax and finance. That team has deep experience in:
· sourcing, structuring and executing investment opportunities across the
public-private spectrum;
· leveraging insights and experience through proprietary deal flow and
investments, helping to qualify and optimize financial structures, performance
and strategy of a company; and
· creating long-term shareholder value through identifying value enhancements and
delivering operating efficiency.
Our Board of Directors
Rohit Nanani has served as one of our directors since March 2021 and has served
as the Chairman of the Board of Directors since July 2022. Mr. Nanani is the
Founder and CEO of Arrow Capital, which he founded in 2016, a boutique asset
manager and investment advisory firm. Mr. Nanani has a proven track record as an
international banker with 20+ years of experience in global financial markets.
He has held several executive positions across notable global institutions,
including as a Managing Director with Barclays Bank Plc (DIFC - Dubai), starting
in 2013, and heading the GSAC (South Asian Clients) business and as Executive
Director at UBS Singapore commencing in 2009, having clientele across South East
Asia, Middle East, Africa and UK. Prior to his private banking experience, Mr.
Nanani spent ten years with global institutions such as ABN AMRO and Bank of
Nova Scotia in India in the Corporate Banking business. His rich and varied
experience across corporate banking and private banking gives him an advantage
in providing holistic advisory services to ultra-high net worth clients and
large family offices. Mr. Nanani has a Bachelor of Commerce degree in
Accounting, Finance and Economics from Delhi University and a Post-Graduate
Diploma in Business Management from M.S. Ramaiah Institute of Management. We
believe Mr. Nanani is well qualified to serve as a Director given his deep
experience in finance, global banking, and serving the requirements of
ultra-high net worth clients across Asia and Middle East.
Richard Peretz has served as one of our directors since March 2021. Mr. Peretz
recently retired as the chief financial officer and treasurer of UPS, which he
served from 2015 to 2020. Mr. Peretz was responsible for Global Finance
activities at UPS. He also served as a member of the UPS Management Committee,
setting strategy for long-term growth including the current capital structure
realignment and transformation initiatives. Mr. Peretz was also responsible for
UPS's Initial Public Offering in 1999, at the time the largest in U.S. history.
Prior to being named CFO, Mr. Peretz held various leadership positions at UPS,
including corporate controller and treasurer from 2007-2015. Mr. Peretz
graduated with an MBA from Emory University and a bachelor's degree in Business
Administration (BBA) from University of Texas - San Antonio. We believe Mr.
Peretz is well qualified to serve as Director given his extensive experience in
private and public companies, his roles as CFO and Treasurer of a multinational
corporation and vast experience in management.
Duriya Farooqui has served as one of our directors since March 2021. Ms.
Farooqui has been an independent director at InterContinental Hotels Group PLC
(NYSE: IHG) as of 2020, and at Intercontinental Exchange, Inc. (NYSE: ICE) since
2017. She also serves on the boards of NYSE and ICE NGX, all of which are ICE
subsidiaries. Most recently, between 2019 and 2020, Ms. Farooqui was president
of supply chain innovation at Georgia Pacific, leading an innovation
organization where over 40 companies came together to solve supply chain
challenges through rapid experimentation, digital technology and collaboration.
Ms. Farooqui was previously executive director of Atlanta Committee for Progress
(ACP), a coalition of leading CEOs addressing critical economic development
issues for Atlanta; a role she held from 2016 to 2018. Ms. Farooqui was a
principal at Bain & Company from 2014 to 2016. She served the City of Atlanta
through several leadership positions including, chief operating officer from
2011 to 2013, deputy chief operating officer from 2010 to 2011 and director from
2007 to 2009. At the start of her career, she worked with the Center for
International Development at Harvard University, The World Bank, and the Center
for Global Development. Ms. Farooqui is a Trustee of the Woodruff Arts Center
and Agnes Scott College. She holds a Bachelor of Arts degree in Economics and
Mathematics from Hampshire College and a Master of Public Administration in
International Development from the Kennedy School of Government at Harvard
University. We believe Ms. Farooqui is well qualified to serve as a Director due
to her experience as a public company director and management experience.
Business Strategy
Going forward, our strategy is to identify a business combination that we
believe can benefit from our experience and strategic guidance, thus creating
long-term value for our shareholders. We believe opportunities exist to target
and combine with a high-growth business that are fundamentally sound and are
poised for continued and accelerating growth, but need some form of financial,
operational, strategic or managerial guidance to maximize value.
Acquisition Criteria
The objective is to generally merge with businesses which have compounding
characteristics, strong growth potential, good capital efficiency, showing signs
of creating large value within a niche of large sector and are run by competent
management teams. We are industry-agonistic and opportunistic and will also
focus on acquiring companies in special situations arising out of market or
industry dynamics. While we are industry-agnostic, we intend to prioritize (i)
emerging markets followed by the United States and rest of Asia (excluding China
and Hong Kong), and (ii) technology-led companies focused on essential sectors.
Below are the general criteria and guidelines that we believe are consistent
with our acquisition philosophy and our management's experience, and that we
believe are important in evaluating prospective target businesses. Our target
search and evaluation process will be guided by the following criteria; however,
we may decide to consummate our initial business combination with a target
business that does not meet one or more of these criteria and guidelines.
Potential to grow globally. We intend to prioritize technology businesses with
the potential to expand internationally and operating in a growing global market
that is ripe for disruption.
Steady Growth Business with High Revenue Potential. We will focus on investments
whose growth potential is backed by adoption of technology and whose end product
can be consumed by the growing middle-class population. We view growth as an
important driver of value and will seek companies whose growth potential can
generate meaningful upside potential.
Strong Management Background. We intend to acquire a business that has an
experienced management team with a proven track record for producing rapid
growth and with an ability to clearly and confidently articulate the business
and market opportunities to public market investors. As such, we will spend
significant time assessing a company's leadership and personnel, and evaluating
what we can do to augment and/or upgrade the team over time as needed.
Efficient use of Capital to meet Growth Objectives. We will seek businesses that
we believe are at an inflection point where the utilization of our capital can
further propel the expansion of their business to the next operating level. We
will spend significant time assessing a company's growth plans and projections
to understand how our capital translates to operating growth and investor
returns over the long-term.
Uniqueness of Product Offering. We will evaluate metrics such as recurring
revenues, product life cycle, market share, cohort consistency, customer
lifetime value, and customer acquisition costs to focus on businesses whose
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Tribe Capital Growth Corp I
3.2 Amended and Restated Bylaws
99.1 Press Release dated July 27, 2022104 Cover page interactive data file (embedded within the iXBRL document)
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IRIS ACQUISITION CORP 
