Iris Acquisition Corp announced that it has entered into an equity subscription agreement and convertible note subscription agreement with one accredited investor, Ewon Comfortech Co., Ltd. for gross proceeds of $40,000,000 on November 30, 2022. Equity subscription agreement the company will issue 1,500,000 shares at an issue price per share of $10 for gross proceeds of $15,000,000 in the transaction. Convertible note subscription agreement the company will issue 8% unsecured subordinated convertible note due March 31, 2026, for a principal amount of $25,000,000 with an initial conversion price of $11.50 per share in the transaction.

The shares, the convertible notes, the shares of common shares into which the convertible notes are convertible, and the transactions contemplated by the equity subscription agreement and the convertible note subscription agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.