Iris Acquisition Corp II Liquidation Value

Iris Acquisition Corp II (IRAB) is a Cayman Islands SPAC incorporated July 8, 2025 that consummated its IPO on February 4, 2026, raising gross proceeds of $168.5M from 16,850,000 public units at $10.00 per unit. The prior filing (10-K for period ended December 31, 2025) reflected a pre-IPO shell with zero assets other than $137,100 in deferred offering costs and a $75,806 related-party promissory note payable, yielding a working capital deficit of $182,621. The current 10-Q for Q1 2026 is the first post-IPO filing and reflects a structurally transformed balance sheet. The dominant asset is $169.4M of cash held in Trust Account, funded by the $168.5M IPO proceeds plus $4.38M from 438,000 Private Placement Units, offset by $168.5M placed into Trust on closing day. Outside the Trust, the Company holds $854,833 in unrestricted cash and minimal prepaid assets. On the liability side, the filing discloses a $7.115M deferred underwriting fee payable (contingent on consummation of a Business Combination, accrued as a non-cash financing activity), $84,634 short-term insurance financing loan at 6.9% interest, $73,776 in accounts payable and accrued expenses (includes $40,000 accrued admin fee to Sponsor), and a $21,960 stock subscription receivable contra-equity (settled post-period on April 3, 2026). Total shareholders' deficit is ($6.44M), driven by accretion of Class A shares to redemption value of $16.32M charged against equity during Q1 2026. Under the liquidation lens, the Trust Account ($169.4M) is the sole material asset, but it is structurally restricted: the $7.115M deferred underwriting fee is a senior contingent claim against Trust proceeds payable only at Business Combination close, and the 16,850,000 public Class A shares carry a contractual redemption right at $10.00/share ($168.5M face) plus accrued Trust interest. The Trust balance of $169.4M closely matches the aggregate redemption obligation to public shareholders ($169.4M temporary equity carrying value), leaving essentially zero residual for non-redeemable equity holders after the deferred underwriting fee and any operating liabilities. Outside-Trust liquidation value to equity is deeply negative: unrestricted cash of $854,833 is exceeded by the deferred underwriting fee ($7.115M face, though this is only payable at Business Combination), accounts payable of $73,776, and the short-term loan of $84,634. The filing does not tag any balance sheet line items in XBRL TAG_CONTEXT, as the TAG_CONTEXT input is empty. All balance sheet figures cited above are derived from the narrative and financial statement tables in the filing body. The Company has a 24-month Completion Window from February 4, 2026 to complete a Business Combination; no target has been identified. Management asserts no going concern risk within one year.