Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
16 8월 2022 - 7:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 001-40167
NOTIFICATION OF LATE FILING
¨ Form 10-K |
¨Form 20-F |
¨ Form 11-K |
x Form 10-Q |
¨ Form 10-D |
¨ Form N-CEN |
¨ Form N-CSR |
|
For Period Ended: June 30, 2022
¨ Transition Report on Form 10-K |
¨ Transition Report on Form 20-F |
¨ Transition Report on Form 11-K |
¨ Transition Report on Form 10-Q |
For the Transition Period Ended: _______________________________________
Nothing in this form shall
be construed to imply that the Commission has verified any information contained herein.
If the notification relates
to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________
PART I
REGISTRANT INFORMATION
Full Name of Registrant |
Iris Acquisition Corp |
Former Name if Applicable |
Tribe Capital Growth Corp I |
Address of Principal Executive Office (Street and Number) |
3rd Floor Zephyr House
122 Mary Street, George Town
PO Box 10085 |
City, State and Zip Code |
Grand Cayman KY1-1001, Cayman Islands |
PART II
RULE 12b-25 (b) AND (c)
If the subject report could
not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
|
(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
x |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
|
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable
detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
Iris Acquisition Corp (the
“Company”) is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 within the prescribed
time period without unreasonable effort or expenses. As previously announced, the Company engaged a new Chief Executive Officer, Chief
Financial Officer, and Vice President, effective June 26, 2022. As a result of these recent personnel changes additional time is required
to finalize the financial statements and related disclosures contained in the Form 10-Q for the three-month period ended June 30, 2022.
The Company expects to file the Form 10-Q within the extension period of 5 calendar days.
This report may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements.
When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available
to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as
a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with
the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this report, except as required by law.
PART
IV
OTHER
INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Sumit Mehta |
|
971 |
|
1 4 3966949 |
(Name) |
|
(Area Code) |
|
(Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
x
Yes ¨ No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
¨
Yes x No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Iris Acquisition Corp
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: August 15, 2022 |
By: |
/s/ Sumit Mehta |
|
Name: |
Sumit Mehta |
|
Title: |
Chief Executive Officer |
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