Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 20, 2022, 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 Duriya Farooqui 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 November 14, 2022, Duriya Farooqui, an Audit Committee member, notified the
Company of her intent to resign as a member of the Board effective December 15,
2022. Ms. Farooqui'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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