IRIS ACQUISITION CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 10, 2022, Iris Acquisition Corp (the "Company") issued an unsecured promissory note in the aggregate principal amount up to $550,000 (the "Note") to Iris Acquisition Holdings LLC, the Company's sponsor (the "Sponsor"). Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $550,000 payable on March 1, 2023. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company's trust account, if any.

The proceeds of the Note will be used by the Company for working capital purposes.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits



Exhibit No.                                Description
  10.1          Form of Promissory Note.
104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

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