Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 30, 2022, Iris Acquisition Corp (f/k/a Tribe Capital Growth Corp I)
(the "Company") received a notice (the "Notice") from the Listing Qualifications
Department of the Nasdaq Stock Market ("Nasdaq") stating that the previously
disclosed resignation of Henry Ward from the Company's Board of Directors (the
"Board") (as described in Item 5.02 of the Current Report on Form 8-K filed on
July 27, 2022) resulted in noncompliance with the audit committee requirements
set forth in Nasdaq Listing Rule 5605. More specifically, when the notice was
issued, the Board's Audit Committee did not have at least three members, each of
whom is independent and meets the criteria for independence set forth in Rule
10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, as required
by Nasdaq Listing Rule 5605(c)(2)(A). The Notice states that, consistent with
Nasdaq Listing Rules 5605(c)(4), Nasdaq will provide the Company a cure period
in order to regain compliance (i) until the earlier of the Company's next annual
shareholders' meeting or July 26, 2023, or (ii) if the next annual shareholders'
meeting is held before January 23, 2023, then the Company must evidence
compliance no later than January 23, 2023.
On August 30, 2022, the Company appointed Manish Shah to serve as an independent
director and a member of its Audit Committee. As a result, the Company is in
compliance with the Audit Committee composition requirements of Nasdaq Listing
Rule 5605(c)(2)(A) at the time of this filing. Currently, the Board has three
independent members and one non-independent member, and the Audit Committee
consists of the three independent members.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 30, 2022, the Company's Board appointed Manish Shah to serve as a
director. Mr. Shah has been determined by the Board to be an independent
director under the listing rules of the Nasdaq Stock Market. Mr. Shah will serve
until Iris's next annual meeting of stockholders when he is expected to stand
for election by a vote of the Company's stockholders. Mr. Shah has also been
appointed to the Audit Committee and Compensation Committee of the Board.
Mr. Shah has a multi-decade career as an investor, operator and banker,
including experience at Morgan Stanley and Bear Stearns' Technology investment
banking groups and as a senior executive of a Nasdaq listed optical networking
company. Since leaving Bear Stearns in 2006, he has invested his family's
capital in real estate and to sponsor a private investment platform, The London
Fund, for growth companies, is a Senior Managing Director at Palladius Capital
Management, a real estate asset management company, and is a Principal at Two
Kings Mgmt LLC, a family office. Manish graduated from Yale University and
Harvard University Law School. He has served as a founding board member for
Yale's Jackson School for Global Affairs and a member of Harvard's Alumni Real
Estate Board.
Mr. Shah will participate in the non-employee director compensation arrangements
generally applicable to all of the Company's non-employee directors.
In connection with the appointment, the Company and Mr. Shah will enter into a
deed of indemnity, the form of which was filed with the SEC on February 5, 2021,
as Exhibit 10.6 to the Company's Amendment No. 1 to Registration Statement on
Form S-1 dated February 5, 2021.
There are no arrangements or understandings pursuant to which Manish Shah was
selected as a director. Mr. Shah does not have a direct or indirect material
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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IRIS ACQUISITION CORP 
