Filing Details

1.

 

Names of Reporting Persons

 

MOORE CAPITAL MANAGEMENT, LP

2.

 

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a. ☐ b. ☒

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

 

Sole Voting Power

 

100,000

 

6.

 

Shared Voting Power

 

0

 

7.

 

Sole Dispositive Power

 

100,000

 

8.

 

Shared Dispositive Power

 

0

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

100,000

10.

 

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

1.4%

12.

 

Type of Reporting Person (See Instructions)

 

PN; IA

1.

 

Names of Reporting Persons

 

MMF LT, LLC

2.

 

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a. ☐ b. ☒

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

 

Sole Voting Power

 

100,000

 

6.

 

Shared Voting Power

 

0

 

7.

 

Sole Dispositive Power

 

100,000

 

8.

 

Shared Dispositive Power

 

0

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

100,000

10.

 

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

1.4%

12.

 

Type of Reporting Person (See Instructions)

 

OO

1.

 

Names of Reporting Persons

 

MOORE GLOBAL INVESTMENTS, LLC

2.

 

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a. ☐ b. ☒

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

 

Sole Voting Power

 

100,000

 

6.

 

Shared Voting Power

 

0

 

7.

 

Sole Dispositive Power

 

100,000

 

8.

 

Shared Dispositive Power

 

0

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

100,000

10.

 

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

1.4%

12.

 

Type of Reporting Person (See Instructions)

 

OO

1.

 

Names of Reporting Persons

 

MOORE CAPITAL ADVISORS, L.L.C.

2.

 

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a. ☐ b. ☒

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

 

Sole Voting Power

 

100,000

 

6.

 

Shared Voting Power

 

0

 

7.

 

Sole Dispositive Power

 

100,000

 

8.

 

Shared Dispositive Power

 

0

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

100,000

10.

 

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

1.4%

12.

 

Type of Reporting Person (See Instructions)

 

OO

1.

 

Names of Reporting Persons

 

LOUIS M. BACON

2.

 

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a. ☐ b. ☒

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

 

UNITED STATES

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

 

Sole Voting Power

 

100,000

 

6.

 

Shared Voting Power

 

0

 

7.

 

Sole Dispositive Power

 

100,000

 

8.

 

Shared Dispositive Power

 

0

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

100,000

10.

 

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐

11.

 

Percent of Class Represented By Amount in Row (9)

 

1.4%

12.

 

Type of Reporting Person (See Instructions)

 

IN

Item 1(a).

 

Name of Issuer:

 

Iris Acquisition Corp (the “Issuer”).

Item 1(b).

 

Address of the Issuer’s Principal Executive Offices:

 

3rd Floor Zephyr House

122 Mary Street, George Town

PO Box 10085

Grand Cayman KY1-1001, Cayman Islands

Item 2(a).

 

Name of Person Filing

 

This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) by MMF LT, LLC, a Delaware limited liability company (“MMF”), (3) by Moore Global Investments, LLC, a Delaware limited liability company (“MGI”), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”) and (5) by Louis M. Bacon (“Mr. Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM, as the investment manager of MMF, has voting and investment control over the shares held by MMF. MGI and MCA are the sole owners of MMF. Mr. Bacon is the indirect majority owner of and controls MCM and its general partner, MCA, and is the indirect majority owner of MMF. This statement relates to Shares (as defined below) held by MMF. Each of MCM, MMF, MGI, MCA and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares, as applicable.

Item 2(b).

 

Address of Principal Business Office or, if None, Residence:

 

The principal business office of each of MCM, MMF, MGI, MCA and Mr. Bacon is located at 11 Times Square, 39th Floor, New York, New York 10036.

Item 2(c).

 

Citizenship:

 

i) MCM is a Delaware limited partnership;

ii) MMF is a Delaware limited liability company;

iii) MGI is a Delaware limited liability company;

iv) MCA is a Delaware limited liability company; and

v) Mr. Bacon is a United States citizen.

Item 2(d).

 

Title of Class of Securities:

 

Class A Common Stock, par value 0.0001 per share (the “Shares”).

Item 2(e).

 

CUSIP Number:

 

89601Y101

Item 3.

 

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

This Item 3 is not applicable.

Item 4.

 

Ownership:

Item 4(a).

 

Amount Beneficially Owned:

 

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.

As of December 31, 2023:

 

MMF directly holds and beneficially owns 100,000 Shares. Each of MCM, MGI, MCA and Mr. Bacon may be deemed to be the beneficial owner of the 100,000 Shares held by MMF.

 

In addition, MMF also directly holds warrants to purchase 125,000 Shares (“Warrants”). The Warrants have an exercise price of $11.50 per Share and are exercisable on the later of 12 months from the closing of the Issuer’s initial public offering or 30 days after the completion of the Issuer’s initial business combination, and will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

Item 4(b).

 

Percent of Class:

 

As of December 31, 2023:

 

Each of MCM, MMF, MGI, MCA and Mr. Bacon may be deemed to be the beneficial owner of approximately 1.4% of the Issuer’s outstanding Shares, based on 7,306,609 Shares outstanding as of December 13, 2023, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 19, 2023.

Item 4(c).

 

Number of shares as to which such person has:

 

 

As of December 31, 2023:

 

 

(i)

 

Sole power to vote or direct the vote

 

 

100,000

 

 

(ii)

 

Shared power to vote or to direct the vote

 

 

0

 

 

(iii)

 

Sole power to dispose or to direct the disposition of

 

 

100,000

 

 

(iv)

 

Shared power to dispose or to direct the disposition of

 

 

0

 

 

 

 

(i)

 

Sole power to vote or direct the vote

 

 

100,000

 

 

(ii)

 

Shared power to vote or to direct the vote

 

 

0

 

 

(iii)

 

Sole power to dispose or to direct the disposition of

 

 

100,000

 

 

(iv)

 

Shared power to dispose or to direct the disposition of

 

 

0

 

 

 

 

(i)

 

Sole power to vote or direct the vote

 

 

100,000

 

 

(ii)

 

Shared power to vote or to direct the vote

 

 

0

 

 

(iii)

 

Sole power to dispose or to direct the disposition of

 

 

100,000

 

 

(iv)

 

Shared power to dispose or to direct the disposition of

 

 

0

 

 

 

 

(i)

 

Sole power to vote or direct the vote

 

 

100,000

 

 

(ii)

 

Shared power to vote or to direct the vote

 

 

0

 

 

(iii)

 

Sole power to dispose or to direct the disposition of

 

 

100,000

 

 

(iv)

 

Shared power to dispose or to direct the disposition of

 

 

0

 

 

 

 

(i)

 

Sole power to vote or direct the vote

 

 

100,000

 

 

(ii)

 

Shared power to vote or to direct the vote

 

 

0

 

 

(iii)

 

Sole power to dispose or to direct the disposition of

 

 

100,000

 

 

(iv)

 

Shared power to dispose or to direct the disposition of

 

 

0

 

Item 5.

 

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

Item 6.

 

Ownership of More than Five Percent on Behalf of Another Person:

 

This Item 6 is not applicable.

Item 7.

 

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

This Item 7 is not applicable.

Item 8.

 

Identification and Classification of Members of the Group:

 

This Item 8 is not applicable.

Item 9.

 

Notice of Dissolution of Group:

 

This Item 9 is not applicable.

Item 10.

 

Certification:

 

This Item 10 is not applicable.

A.

 

Joint Filing Agreement, dated as of February 14, 2024, by and between Moore Capital Management, LP, MMF LT, LLC, Moore Global Investments, LLC, Moore Capital Advisors, L.L.C. and Louis M. Bacon

B.

 

Power of Attorney, dated as of February 10, 2022, granted by Louis M. Bacon in favor of James E. Kaye and James Danza