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| CIK | 1831874 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tribe Capital Growth Corp I - Class A
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40167 Iris Acquisition Corp (Exact name of registrant as specified in i |
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| April 16, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40167 IRIS |
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| April 16, 2025 |
Exhibit 10.14 AMENDED AND RESTATED WAIVER AND CONSENT THIS AMENDED AND RESTATED WAIVER AND CONSENT (this “Waiver”), dated as of January 2, 2025, is executed by Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Iris Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”). WHEREAS, ParentCo, Sponsor and the other parties thereto have entered into that certain |
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| April 16, 2025 |
Exhibit 10.36 Iris Acquisition Corp 3rd Floor Zephyr House 122 Mary Street, George Town PO Box 10085 Grand Cayman KY1-1001, Cayman Islands August 30, 2024 Arrow Capital Unit 9, Ground Floor, Lighthouse building, Vivea Business Park, Moka, Mauritius Re: Administrative Support Agreement This letter agreement by and between Iris Acquisition Corp (the “Company”) and Arrow Capital (“Arrow”), dated as o |
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| April 16, 2025 |
Exhibit 10.13 WAIVER AND CONSENT THIS WAIVER AND CONSENT (this “Waiver”), dated as of August 9, 2024, is executed by Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Iris Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”). WHEREAS, ParentCo, Sponsor and the other parties thereto have entered into that certain Lock- Up Agreement, dated as of November 30, 2 |
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| April 16, 2025 |
Exhibit 14 CODE OF ETHICS 1. Introduction The Board of Directors of Tribe Capital Growth Corp I has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● promote the full, fair, accu |
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| April 16, 2025 |
Exhibit 19 Iris Acquisition Corp Insider Trading Policy This Insider Trading Policy describes the standards of Iris Acquisition Corp (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ 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 Pe |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 7, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2025 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2025 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| January 15, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| January 15, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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| December 27, 2024 |
Exhibit 10.1 SIXTH AMENDMENT TO SUBSCRIPTION AGREEMENT This Sixth Amendment to Subscription Agreement (this “Amendment”) is entered into as of December 26, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware l |
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| December 27, 2024 |
Exhibit 2.1 SEVENTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Seventh Amendment to Business Combination Agreement (this “Amendment”) is entered into as of December 26, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). E |
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| December 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 27, 2024 |
Exhibit 3.1 SIXTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IRIS ACQUISITION CORP IRIS ACQUISITION CORP (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: l. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 5, |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 9, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| November 27, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| November 27, 2024 |
Exhibit 10.2 FOURTH AMENDMENT TO SUBSCRIPTION AGREEMENT This Fourth Amendment to Subscription Agreement (this “Amendment”) is entered into as of August 16, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware l |
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| November 27, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| November 27, 2024 |
Exhibit 2.2 FIFTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Fifth Amendment to Business Combination Agreement (this “Amendment”) is entered into as of August 16, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ 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: September 30, 2024 ¨ 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 P |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| November 6, 2024 |
Exhibit 10.1 FIFTH AMENDMENT TO SUBSCRIPTION AGREEMENT This Fifth Amendment to Subscription Agreement (this “Amendment”) is entered into as of October 31, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware li |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| November 6, 2024 |
Exhibit 2.1 SIXTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Sixth Amendment to Business Combination Agreement (this “Amendment”) is entered into as of October 23, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each o |
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| November 6, 2024 |
Exhibit 2.1 SIXTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Sixth Amendment to Business Combination Agreement (this “Amendment”) is entered into as of October 23, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each o |
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| November 6, 2024 |
Exhibit 10.1 FIFTH AMENDMENT TO SUBSCRIPTION AGREEMENT This Fifth Amendment to Subscription Agreement (this “Amendment”) is entered into as of October 31, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware li |
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| November 6, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 4, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| September 10, 2024 |
Fifth Amendment to the Amended and Restated Certificate of Incorporation. Exhibit 3.1 FIFTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IRIS ACQUISITION CORP IRIS ACQUISITION CORP (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 5, |
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| August 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission F |
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| August 26, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE August 26, 2024 Iris Acquisition Corp (Nasdaq: IRAA) (the “Company”) today announced that as previously reported, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company had failed to comply with Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), which requires that a sp |
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| August 23, 2024 |
Iris Acquisition Corp Announces Cancellation of Special Meeting Exhibit 99.1 FOR IMMEDIATE RELEASE August 23, 2024 Iris Acquisition Corp Announces Cancellation of Special Meeting Iris Acquisition Corp (Nasdaq: IRAA) (the “Company”) today announced that on August 23, 2024, the Company’s board of directors (the “Board”) cancelled its previously announced special meeting of stockholders, which was scheduled for 10:00 a.m. (Eastern Time) on August 29, 2024 (the “S |
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| August 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40167 IR |
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| August 23, 2024 |
Exhibit 10.5 Execution Copy SECOND AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment”) Principal Amount: up to $3,500,000 Dated as of August 2, 2024 Cayman Islands WHEREAS, the Maker and the Payee have mutually agreed to the Promissory Note signed on October 4, 2023. WHEREAS, the Maker and the Payee have mutually agreed to amend and restate the Promissory Note signed on February 28, 2024. This |
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| August 23, 2024 |
Amended and Restated Certificate of Incorporation. Exhibit 3.2 |
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| August 23, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission F |
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| August 16, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ 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, 2024 ¨ 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 |
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| August 9, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 25, 2024 |
Exhibit 2.1 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Fourth Amendment to Business Combination Agreement (this “Amendment”) is entered into as of July 19, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of |
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| July 25, 2024 |
Exhibit 10.1 THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT This Third Amendment to Subscription Agreement (this “Amendment”) is entered into as of July 23, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware limit |
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| July 25, 2024 |
Exhibit 10.1 THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT This Third Amendment to Subscription Agreement (this “Amendment”) is entered into as of July 23, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware limit |
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| July 25, 2024 |
Exhibit 10.2 TERMINATION AGREEMENT This Termination Agreement (this “Agreement”), dated July 23, 2024 (the “Effective Date”), is made by and among Iris Acquisition Corp., a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Ewon Comfortech Co. Ltd., a South Korean company (“Subscriber”). RECITALS WHEREAS, the parties hereto previously entered into th |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 25, 2024 |
Exhibit 2.1 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Fourth Amendment to Business Combination Agreement (this “Amendment”) is entered into as of July 19, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of |
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| July 25, 2024 |
Exhibit 10.2 TERMINATION AGREEMENT This Termination Agreement (this “Agreement”), dated July 23, 2024 (the “Effective Date”), is made by and among Iris Acquisition Corp., a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Ewon Comfortech Co. Ltd., a South Korean company (“Subscriber”). RECITALS WHEREAS, the parties hereto previously entered into th |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission File |
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| May 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40167 I |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ 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: March 31, 2024 ¨ 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 Perio |
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| May 8, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission File |
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| April 17, 2024 |
Exhibit 10.15 SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT This Second Amendment to Subscription Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware li |
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| April 17, 2024 |
Exhibit 10.19 AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This Amendment to Convertible Note Subscription Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”) and Liminatus Pharm |
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| April 17, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40167 IRIS A |
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| April 17, 2024 |
Iris Acquisition Corp Clawback Policy Exhibit 97 IRIS ACQUISITION CORP CLAWBACK POLICY Effective December 1, 2023 1. Purpose. The purpose of this Iris Acquisition Corp (the “Company”) Clawback Policy (the “Policy”) is to provide for the recovery of certain incentive-based compensation in the event that the Company is required to prepare an Accounting Restatement (as defined below). This Policy is designed to comply with, and shall be |
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| April 17, 2024 |
Exhibit 10.14 AMENDMENT TO SUBSCRIPTION AGREEMENT This Amendment to Subscription Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware limited liabil |
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| April 17, 2024 |
Exhibit 2.4 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Third Amendment to Business Combination Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of S |
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| April 17, 2024 |
Exhibit 2.3 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to Business Combination Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each |
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| April 17, 2024 |
Second Amendment to Convertible Note Subscription Agreement, dated March 9, 2024, by and Exhibit 10.20 SECOND AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This Second Amendment to Convertible Note Subscription Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”) and Lim |
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| April 5, 2024 |
Exhibit 10.2 SECOND AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This Second Amendment to Convertible Note Subscription Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”) and Limi |
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| April 5, 2024 |
Exhibit 10.1 SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT This Second Amendment to Subscription Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware lim |
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| April 5, 2024 |
Exhibit 2.1 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Third Amendment to Business Combination Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of S |
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| April 5, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ 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 Pe |
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| March 12, 2024 |
Fourth Amendment to the Amended and Restated Certificate of Incorporation. Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IRIS ACQUISITION CORP IRIS ACQUISITION CORP (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 5, |
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| March 12, 2024 |
First Amended and Restated Promissory Note Exhibit 10.2 Execution Copy FIRST AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment”) Dated as of February 28, 2024 Principal Amount: up to $2,500,000 Cayman Islands Whereas, the Maker and the Payee have mutually agreed to amend and restate the Promissory Note signed on October 4, 2023. This Amendment supersede the Promissory Note signed on October 4, 2023. FOR VALUE RECEIVED, Iris Acquisition |
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| March 12, 2024 |
Promissory Note, dated as of October 4, 2023 Exhibit 10.1 Execution Copy PROMISSORY NOTE (this “Note”) Principal Amount: up to $1,500,000 Dated as of October 4, 2023 Cayman Islands FOR VALUE RECEIVED, Iris Acquisition Corp, a Delaware corporation, with offices at 3rd Floor Zephyr House 122 Mary Street, George Town PO Box 10085 Grand Cayman KY1-1001, Cayman Islands (the “Maker”), promises to pay to the order of Liminatus Pharma LLC, a |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| March 12, 2024 |
Administrative Support Agreement, dated February 26, 2024 Exhibit 10.3 Iris Acquisition Corp 3rd Floor Zephyr House 122 Mary Street, George Town PO Box 10085 Grand Cayman KY1-1001, Cayman Islands 11 March, 2024 Arrow Capital Unit 9, Ground Floor, Lighthouse building, Vivea Business Park, Moka, Mauritius Re: Administrative Support Agreement This letter agreement by and between Iris Acquisition Corp (the “Company”) and Arrow Capital Management LLC (“Arrow” |
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| March 11, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2024 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| February 20, 2024 |
February 20, 2024 VIA EDGAR & ELECTRONIC MAIL Sumit Mehta Chief Executive Officer Iris Acquisition Corp 3rd Floor Zephyr House 122 Mary Street, George Town PO Box 10085 Grand Cayman KY1-1001, Cayman Islands Re: Iris Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed February 7, 2024 File No. |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| February 14, 2024 |
ATVC / Tribe Capital Growth Corp I - Class A / MOORE CAPITAL MANAGEMENT, LP Passive Investment SC 13G/A 1 formsc13ga-iris.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iris Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 89601Y101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Chec |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| January 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 5, 2023 |
Exhibit 99.1 December 5, 2023 Iris Acquisition Corp (the “Company”) received a written notice on November 27, 2023, from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because it has not yet filed its Form 10-Q for the period ended September 30, 2023 (the “Filing”), it no longer complies with Listing Rule 5250(c)(1) (the “Ru |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ 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, 2023 ¨ 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 |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 (November 8, 2023) IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorpor |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 (November 8, 2023) IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorpor |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commissio |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iris Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 89601Y101 (CUSIP Number) September 26, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| September 12, 2023 |
Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IRIS ACQUISITION CORP IRIS ACQUISITION CORP (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 5, |
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| August 29, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission F |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| August 28, 2023 |
Exhibit 10.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to Business Combination Agreement (this “Amendment”) is entered into as of June 1, 2023, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of SPAC, ParentC |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4 |
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| August 28, 2023 |
Exhibit 10.2 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to Business Combination Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| August 14, 2023 |
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, 2023 ¨ 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 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission File |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4 |
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| May 15, 2023 |
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: March 31, 2023 ¨ 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 |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-40167 IRIS A |
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| May 1, 2023 |
Promissory Note issued to Iris Acquisition Holdings LLC Exhibit 10.20 Execution Copy THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I |
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| May 1, 2023 |
Promissory Note Issued to Iris Acquisition Holdings LLC Exhibit 10.19 Execution Copy THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I |
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| May 1, 2023 |
Promissory Note issued to Tribe Arrow Holdings I LLC Exhibit 10.18 Execution Copy THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I |
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| April 18, 2023 |
Promissory Note Issued to Iris Acquisition Holdings LLC Exhibit 10.19 Execution Copy THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-40167 IRIS ACQ |
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| April 18, 2023 |
Promissory Note issued to Tribe Arrow Holdings I LLC Exhibit 10.18 Execution Copy THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I |
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| April 18, 2023 |
Promissory Note issued to Iris Acquisition Holdings LLC Exhibit 10.20 Execution Copy THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40167 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 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 |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iris Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 89601Y101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 14, 2023 |
EX-99.B 3 d466539dex99b.htm EX-99.B EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and James Danza, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capita |
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| February 14, 2023 |
EX-99.A 2 d466539dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of Iris Acquisition Corp., dated as of February 14, 2023, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each |
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| February 14, 2023 |
SC 13G/A 1 tm234574-19sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Iris Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the “Sh |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iris Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 89601Y101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 14, 2023 |
SC 13G 1 d466539dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iris Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 89601Y101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C |
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| January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2023 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2022 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 23, 2022 |
Second Amendment to the Amended and Restated Certificate of Incorporation. EX-3.1 2 tm2233234d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IRIS ACQUISITION CORP IRIS ACQUISITION CORP (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The Corporation’s original Certificate of Incorporation was filed with the Secretary of Sta |
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| December 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iris Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 89601Y101 (CUSIP Number) November 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| December 1, 2022 |
EX-10.5 7 tm2231733d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Iris Acquisition Corp., a Delaware corporation formerly known as Tribe Capital Growth Corp I (the “SPAC”), Iris Parent Holding Corp., a Delaware c |
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| December 1, 2022 |
EX-10.7 9 tm2231733d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Final Version NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY N |
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| December 1, 2022 |
Exhibit 99.1 Liminatus Pharma LLC and Iris Acquisition Corp to combine to incorporate and accelerate much-needed cancer treatments Businesses announce Definitive Business Combination Agreement and plan to operate under Liminatus Pharma The transaction values the combined companies at a pro forma enterprise value of $334 million The immune-modulating cancer treatments being developed by Liminatus a |
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| December 1, 2022 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among IRIS ACQUISITION CORP, IRIS PARENT HOLDING CORP., SPAC MERGER SUB, INC., LIMINATUS PHARMA MERGER SUB, INC. and LIMINATUS PHARMA, LLC DATED AS OF NOVEMBER 30, 2022 Table of Contents ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 ARTICLE II MERGERS 20 Section 2.1 Company Merger 20 Section 2.2 SPAC Merger 21 |
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| December 1, 2022 |
EX-10.1 3 tm2231733d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of November 30, 2022 (this “Agreement”), is entered into by and among the shareholder listed on Exhibit A hereto (the “Shareholder”), Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”), and Iris Acquisition Corp, a Delaware corporat |
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| December 1, 2022 |
EX-10.1 3 tm2231733d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of November 30, 2022 (this “Agreement”), is entered into by and among the shareholder listed on Exhibit A hereto (the “Shareholder”), Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”), and Iris Acquisition Corp, a Delaware corporat |
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| December 1, 2022 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among IRIS ACQUISITION CORP, IRIS PARENT HOLDING CORP., SPAC MERGER SUB, INC., LIMINATUS PHARMA MERGER SUB, INC. and LIMINATUS PHARMA, LLC DATED AS OF NOVEMBER 30, 2022 Table of Contents ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 ARTICLE II MERGERS 20 Section 2.1 Company Merger 20 Section 2.2 SPAC Merger 21 |
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| December 1, 2022 |
425 1 tm2231733d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction o |
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| December 1, 2022 |
Exhibit 10.6 Execution Version CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this ?Convertible Note Subscription Agreement?) is entered into on November 28, 2022, by and among IRIS Acquisition Corp., a Delaware corporation ( ?IRIS?), IRIS Parent Holding Corp., a Delaware corporation (the ?Issuer? or ?ParentCo?) and the undersigned subscriber (?Subscriber?). |
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| December 1, 2022 |
Exhibit 99.1 Liminatus Pharma LLC and Iris Acquisition Corp to combine to incorporate and accelerate much-needed cancer treatments Businesses announce Definitive Business Combination Agreement and plan to operate under Liminatus Pharma The transaction values the combined companies at a pro forma enterprise value of $334 million The immune-modulating cancer treatments being developed by Liminatus a |
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| December 1, 2022 |
EX-10.4 6 tm2231733d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTION VERSION SPONSOR FORFEITURE AGREEMENT This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of November 30, 2022, by and between Iris Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Iris Acquisition Corp, a Delaware corporation (the “SPAC”). Capitalized terms used but not defined |
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| December 1, 2022 |
Exhibit 10.2 EXECUTION VERSION LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of November 30, 2022 by and among the undersigned (the ?Holder?), Iris Parent Holding Corp., a Delaware corporation (?ParentCo?) and Iris Acquisition Holdings LLC, a Delaware limited liability company (?Sponsor?). A.????????????Iris Acquisition Corp, a Delaware corporation (?SPAC?), ParentCo, Lim |
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| December 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission |
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| December 1, 2022 |
EX-10.3 5 tm2231733d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 28, 2022, by and among IRIS Acquisition Corp., a Delaware corporation (“IRIS”), IRIS Parent Holding Corp., a Delaware corporation (“Issuer” or “ParentCo”) and the undersigned subscriber (“Subscriber”). WHEREAS, co |
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| December 1, 2022 |
Exhibit 10.2 EXECUTION VERSION LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of November 30, 2022 by and among the undersigned (the ?Holder?), Iris Parent Holding Corp., a Delaware corporation (?ParentCo?) and Iris Acquisition Holdings LLC, a Delaware limited liability company (?Sponsor?). A.????????????Iris Acquisition Corp, a Delaware corporation (?SPAC?), ParentCo, Lim |
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| December 1, 2022 |
EX-10.3 5 tm2231733d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 28, 2022, by and among IRIS Acquisition Corp., a Delaware corporation (“IRIS”), IRIS Parent Holding Corp., a Delaware corporation (“Issuer” or “ParentCo”) and the undersigned subscriber (“Subscriber”). WHEREAS, co |
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| December 1, 2022 |
EX-10.4 6 tm2231733d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTION VERSION SPONSOR FORFEITURE AGREEMENT This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of November 30, 2022, by and between Iris Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Iris Acquisition Corp, a Delaware corporation (the “SPAC”). Capitalized terms used but not defined |
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| December 1, 2022 |
EX-10.5 7 tm2231733d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Iris Acquisition Corp., a Delaware corporation formerly known as Tribe Capital Growth Corp I (the “SPAC”), Iris Parent Holding Corp., a Delaware c |
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| December 1, 2022 |
Exhibit 10.6 Execution Version CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this ?Convertible Note Subscription Agreement?) is entered into on November 28, 2022, by and among IRIS Acquisition Corp., a Delaware corporation ( ?IRIS?), IRIS Parent Holding Corp., a Delaware corporation (the ?Issuer? or ?ParentCo?) and the undersigned subscriber (?Subscriber?). |
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| December 1, 2022 |
Exhibit 10.7 Final Version NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E |
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| November 28, 2022 |
DEF 14A 1 tm2231403d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a |
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| November 23, 2022 |
PRER14A 1 tm2231258d1prer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only |
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| November 23, 2022 |
CORRESP 1 filename1.htm November 23, 2022 VIA EDGAR & ELECTRONIC MAIL Stacie Gorman David Link Division of Corporate Finance United States Securities and Exchange Commission 11 F Street, NE Washington, D.C. 20549-3561 Re: Iris Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed November 10, 2022 File No. 001-40167 Ladies and Gentlemen: This letter sets forth the response of Iris Acq |
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| November 22, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ? (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40167 ? IRI |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 15, 2022 |
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: September 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 |
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| November 10, 2022 |
PRE 14A 1 tm2230037d1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a |
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| October 14, 2022 |
Execution Copy Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN |
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| October 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 10, 2022 Date of Report (Date of earliest event reported) Iris Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission F |
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| September 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 30, 2022 Date of Report (Date of earliest event reported) Iris Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 16, 2022 |
NT 10-Q 1 tm2222501d2nt10q.htm NT 10-Q 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 |
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| July 27, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF IRIS ACQUISITION CORP (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s register |
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| July 27, 2022 |
EX-99.1 4 tm2221875d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE July 27, 2022 Tribe Capital Growth Corp I Announces Name Change to Iris Acquisition Corp and Other Management Changes Tribe Capital Growth Corp I (Nasdaq: ATVC) (the “Company”), a special purposes acquisition company originally co-sponsored by Tribe Capital and Arrow Capital, announced today that it has legally changed |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2022 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2022 IRIS ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 27, 2022 |
EX-3.1 2 tm2221875d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRIBE CAPITAL GROWTH CORP I July 26, 2022 I, Sumit Mehta, being the Chief Executive Officer of Tribe Capital Growth Corp I, a corporation existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of th |
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| July 27, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE July 27, 2022 Tribe Capital Growth Corp I Announces Name Change to Iris Acquisition Corp and Other Management Changes Tribe Capital Growth Corp I (Nasdaq: ATVC) (the ?Company?), a special purposes acquisition company originally co-sponsored by Tribe Capital and Arrow Capital, announced today that it has legally changed its name to ?Iris Acquisition Corp" followin |
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| July 27, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF IRIS ACQUISITION CORP (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s register |
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| July 27, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRIBE CAPITAL GROWTH CORP I July 26, 2022 I, Sumit Mehta, being the Chief Executive Officer of Tribe Capital Growth Corp I, a corporation existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: FIRST: The name of the Corporation is: Tribe Capital Growth Cor |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2022 Tribe Capital Growth Corp I (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commissio |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
NT 10-Q 1 tm2211828d2nt10q.htm FORM 12B-25 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: March 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on For |
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| April 18, 2022 |
? Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description sets forth certain material terms and provisions of the securities of Tribe Capital Growth Corp I (?we,? ?our,? or ?us?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). T |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2022 |
NT 10-K 1 tm223856d2nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40167 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Tribe Capital Growth Corp I (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tribe Capital Growth Corp I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 89601Y101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2021 Tribe Capital Growth Corp I (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Comm |
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| November 16, 2021 |
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-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SA |
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| August 16, 2021 |
Letter Agreement between the Registrant and Tribe Arrow Holdings I LLC. ? Exhibit10.1 ? Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 ? August 12, 2021 ? Tribe Arrow Holdings I LLC c/o Tribe Capital 2700 19th Street San Francisco, CA 94110 ? Re: Commitment ? Ladies and Gentlemen: ? This agreement (the ?Agreement?) is entered into on the date hereof by and between Tribe Arrow Holdings I LLC, a Delaware limited liability company (?you?), and Tribe |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TRIBE CAPITAL GROWTH CORP I ( |
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| July 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 7, 2021 |
Tribe Capital Growth Corp I Receives Expected Notice from Nasdaq Related to Delayed Quarterly Report Exhibit 99.1 Tribe Capital Growth Corp I Receives Expected Notice from Nasdaq Related to Delayed Quarterly Report New York, June 4, 2021 (GLOBE NEWSWIRE) ? Tribe Capital Growth Corp I (NASDAQ: ATVC) (the ?Company?) announced today that, on May 28, 2021, it received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (?Nasdaq?) stating that the Company is n |
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| June 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 TRIBE CAPITAL GROWTH CORP I (Exact name of registrant as specified in its charter) Delaware 001- 40167 85-3901431 (State or other jurisdiction of incorporation) (Commissi |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Tribe Capital Growth Corp I (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 89601Y101 (CUSIP Number) May 17, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| May 27, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Tribe Capital Growth Corp I, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of e |
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| May 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2021 TRIBE CAPITAL GROWTH CORP I (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorporation) (Commissio |
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| May 19, 2021 |
Tribe Capital Growth Corp I Announces the Separate Trading of its Class A Common Stock and Warrants EX-99.1 2 tm2117008d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Tribe Capital Growth Corp I Announces the Separate Trading of its Class A Common Stock and Warrants New York, May 19, 2021 (GLOBE NEWSWIRE) – Tribe Capital Growth Corp I (the “Company”) announced today that, commencing May 20, 2021, holders of the 27,600,000 units sold in the Company’s initial public offering may elect to separately trade t |
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| May 17, 2021 |
NT 10-Q 1 tm2114184d2nt10q.htm NT 10-Q 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: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20 |
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| March 15, 2021 |
TRIBE CAPITAL GROWTH CORP I INDEX TO FINANCIAL STATEMENT Exhibit 99.1 TRIBE CAPITAL GROWTH CORP I INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Tribe Capital Growth Corp I Opinion on the Financial Statement We have audited the accompanying balance sheet of Tribe |
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| March 15, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm219602d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2021 (March 9, 2021) Tribe Capital Growth Corp I (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State |
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| March 10, 2021 |
EX-4.1 4 tm2192631d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 4, 2021 is by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, th |
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| March 10, 2021 |
Sponsor Warrant Purchase Agreement, dated March 4, 2021, by and between the Company and the Sponsor. EX-10.5 9 tm2192631d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Tribe Arrow Holdings I LLC, a Delaware limited liabilit |
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| March 10, 2021 |
EX-10.2 6 tm2192631d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021, by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registra |
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| March 10, 2021 |
Tribe Capital Growth Corp I Announces Closing of $276 Million Initial Public Offering Exhibit 99.2 Tribe Capital Growth Corp I Announces Closing of $276 Million Initial Public Offering NEW YORK, Mar. 09, 2021 ? Tribe Capital Growth Corp I (?the Company? or ?TCGC?) announced today that the closing of its initial public offering of 27,600,000 units, including 3,600,000 units issued pursuant to the full exercise of the underwriters? over-allotment option. The offering was priced at $1 |
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| March 10, 2021 |
EX-10.4 8 tm2192631d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 March 4, 2021 Tribe Capital Management LLC 2700 19th Street, San Francisco, CA 94110 Attn: Arjun Sethi Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Tribe Capital Growth Corp I (the “Company”) and Tribe Capital Management L |
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| March 10, 2021 |
Tribe Capital Growth Corp I Announces Pricing of $240,000,000 Initial Public Offering Exhibit 99.1 Tribe Capital Growth Corp I Announces Pricing of $240,000,000 Initial Public Offering NEW YORK, March 4, 2021 ? Tribe Capital Growth Corp I (?the Company? or ?TCGC?) announced today that it priced its initial public offering of 24,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (?Nasdaq?) and trade under the ticker symbol ?ATVCU? begi |
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| March 10, 2021 |
PIPE Commitment Agreement, dated March 4, 2021, by and between the Company and Arrow Capital. Exhibit 10.7 March 4, 2021 Re: PIPE Commitment Agreement Ladies and Gentlemen: We are writing to record the principal terms and conditions on which Arrow Capital, or one or more of its affiliated or group companies (collectively, ?Arrow?), is willing, in principle, to assist Tribe Capital Growth Corp I, a Delaware corporation (the ?Company?), in raising capital (the ?Services?) in connection with |
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| March 10, 2021 |
Amended and Restated Certificate of Incorporation (1). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRIBE CAPITAL GROWTH CORP I March 4, 2021 Tribe Capital Growth Corp I, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Tribe Capital Growth Corp I? The original certificate of incorporation of the Corporation was filed |
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| March 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2021 (March 4, 2021) Tribe Capital Growth Corp I (Exact name of registrant as specified in its charter) Delaware 001-40167 85-3901431 (State or other jurisdiction of incorpo |
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| March 10, 2021 |
EX-10.6 10 tm2192631d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co., a New York general partnershi |
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| March 10, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 4, 2021, is made and entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the ?Company?), Tribe Arrow Holdings I LLC, a Delaware limited liability company (the ?Sponsor?) and Cantor Fitzgerald & Co. (?Cantor? and together with the Sponsor and any person or e |
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| March 10, 2021 |
EX-1.1 2 tm2192631d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between Tribe Capital Growth Corp I and CANTOR FITZGERALD & CO. Dated: March 4, 2021 Tribe Capital Growth Corp I UNDERWRITING AGREEMENT New York, New York March 4, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Th |
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| March 10, 2021 |
EX-10.1 5 tm2192631d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 March 4, 2021 Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tribe Capital Growth Corp I, a Delaware co |
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| March 8, 2021 |
Tribe Capital Growth Corp I 24,000,000 Units 424B4 1 tm218958d1424b4.htm 424B4 PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252413 $240,000,000 Tribe Capital Growth Corp I 24,000,000 Units Tribe Capital Growth Corp I is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, wh |
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| March 3, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021 is by and between Tribe Capital Growth Corp I, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial public offe |
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| March 3, 2021 |
CORRESP 1 filename1.htm March 3, 2021 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Tribe Capital Growth Corp I Registration Statement on Form S-1 File No. 333-252413 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request |
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| March 3, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 3, 2021. Registration No. 333-252413 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tribe Capital Growth Corp I (Exact name of registrant as specified in its charter) Delaware 6770 85-3901431 (State or other jurisdiction of i |
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| March 3, 2021 |
Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 March 3, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| March 3, 2021 |
Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 CORRESP 1 filename1.htm Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 March 3, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C., 20549 Attention: Todd Schiffman Re: Tribe Capital Growth Corp I Amendment No. 2 to Form S-1 Filed February 26, 2021 File No. 333- |
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| March 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Tribe Capital Growth Corp I (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3901431 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2700 19th Stre |
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| February 26, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 25, 2021. Registration No. 333-252413 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tribe Capital Growth Corp I (Exact name of registrant as specified in its charter) Delaware 6770 85-3901431 (State or other jurisdiction |
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| February 26, 2021 |
Form of Underwriting Agreement. EX-1.1 2 tm217624d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between Tribe Capital Growth Corp I and CANTOR FITZGERALD & CO. Dated: , 2021 Tribe Capital Growth Corp I UNDERWRITING AGREEMENT New York, New York , 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, |
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| February 26, 2021 |
Exhibit 10.1 [ ], 2021 Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the ?Company?), and Cantor Fitzgerald |
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| February 26, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Tribe Arrow Holdings I LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor” and together with the Sponsor and any person or entit |
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| February 26, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021 is by and between Tribe Capital Growth Corp I, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial public offe |
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| February 26, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Tribe Capital Growth Corp I, a Delaware corporation (the ?Company?) and Tribe Arrow Holdings I LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The Company |
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| February 26, 2021 |
EX-4.1 3 tm217624d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 89601Y 200 Tribe Capital Growth Corp I UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one ( |
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| February 26, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-252413, |
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| February 26, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Tribe Capital Growth Corp I, a Delaware corporation (the ?Company?) and Cantor Fitzgerald & Co., a New York general partnership and representative of the underwriters in the Pu |
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| February 5, 2021 |
Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Tribe Capital Growth Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Tribe Capi |
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| February 5, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Tribe Capital Growth Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Tribe Capi |
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| February 5, 2021 |
PIPE Commitment Agreement between the Registrant and Arrow Capital. Exhibit 10.10 [ ], 2021 Re: PIPE Commitment Agreement Ladies and Gentlemen: We are writing to record the principal terms and conditions on which Arrow Capital, or one or more of its affiliated or group companies (collectively, “Arrow”), is willing, in principle, to assist Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), in raising capital (the “Services”) in connection with the |
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| February 5, 2021 |
Exhibit 99.1 TRIBE CAPITAL GROWTH CORP I AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Tribe Capital Growth Corp. I, a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financial informa |
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| February 5, 2021 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Tribe Capital Growth Corp I Incorporated Under the Laws of the State of Delaware CUSIP 89601Y 119 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the |
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| February 5, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRIBE CAPITAL GROWTH CORP I [], 2021 Tribe Capital Growth Corp I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Tribe Capital Growth Corp I” The original certificate of incorporation of the Corporation was filed with |
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| February 5, 2021 |
Form of Administrative Support Agreement between the Registrant and Tribe Capital Markets LLC. Exhibit 10.9 Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 [●], 2021 Tribe Capital Management LLC 2700 19th Street, San Francisco, CA 94110 Attn: [ ] Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Tribe Capital Growth Corp I (the “Company”) and Tribe Capital Management LLC (“TCM”), dated as of the date hereof, will confirm our |
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| February 5, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co., a New York general partnership and representative of the underwriters in the Pu |
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| February 5, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 5, 2021. Registration No. 333-252413 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tribe Capital Growth Corp I (Exact name of registrant as specified in its charter) Delaware 6770 85-3901431 (State or other jurisdiction |
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| February 5, 2021 |
Specimen Class A Common Stock Certificate. Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 89601Y 101 Tribe Capital Growth Corp I INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF Tribe Capital Growth Corp I (THE “COMPANY”) transferable on the books of the Co |
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| February 5, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Tribe Arrow Holdings I LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor” and together with the Sponsor and any person or entit |
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| February 5, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offe |
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| February 5, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Tribe Capital Growth Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Tribe Capi |
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| February 5, 2021 |
Exhibit 10.1 [ ], 2021 Tribe Capital Growth Corp I 2700 19th Street San Francisco, CA 94110 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Cantor Fitzgerald |
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| February 5, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate |
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| February 5, 2021 |
EX-4.1 4 tm215406d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 89601Y 200 Tribe Capital Growth Corp I UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1 |
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| February 5, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Tribe Capital Growth Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Tribe Capi |
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| February 5, 2021 |
Form of Code of Business Conduct and Ethics Exhibit 14 CODE OF ETHICS 1. Introduction The Board of Directors of Tribe Capital Growth Corp I has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● promote the full, fair, accu |
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| February 5, 2021 |
EX-10.4 12 tm215406d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Tribe Arrow Holdings I LLC, a Delaware limited liability co |
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| February 5, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 UNDERWRITING AGREEMENT between Tribe Capital Growth Corp I and CANTOR FITZGERALD & CO. Dated: , 2021 Tribe Capital Growth Corp I UNDERWRITING AGREEMENT New York, New York , 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Tribe Capital Growth Corp I, a Delaware c |
