UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
On April 30, 2025, Iris Acquisition Corp, a Delaware corporation (formerly known as Tribe Capital Growth Corp I) (“IRAA”), Liminatus Pharma, Inc., a Delaware corporation (formerly known as Iris Parent Holding Corp.) (“LIMN”), Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LIMN (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LIMN (“SPAC Merger Sub”), completed a business combination transaction pursuant to that certain Business Combination Agreement, dated as of November 30, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).
Upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Delaware Limited Liability Company Act and the Delaware General Corporation Law, (a) Liminatus Merger Sub merged with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of LIMN, and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into IRAA (the “SPAC Merger”), with IRAA surviving the SPAC Merger as a direct wholly-owned subsidiary of LIMN.
As a result of the SPAC Merger, (i) shares of IRAA common stock were converted into shares of LIMN common stock, and (ii) IRAA’s warrants to purchase shares of IRAA common stock were converted into LIMN’s warrants to purchase shares of LIMN common stock. Upon the closing of the business combination transaction, the combined company was named “Liminatus Pharma, Inc.” and its securities are listed on The Nasdaq Stock Market.
Accordingly, LIMN’s common stock and warrants are deemed registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, by operation of paragraph (a) of Rule 12g-3 thereunder. LIMN hereby reports the succession in accordance with Rule 12g-3(f) under the Exchange Act, on Form 8-K using the EDGAR format type 8-K12B, as notice that LIMN has become a successor issuer to IRAA pursuant to Rule 12g-3(a) under the Exchange Act.
A copy of the joint press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
| Exhibit No. |
Description | | |
| 99.1 | Joint Press Release, dated April 30, 2025. | | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 30, 2025 | |||
| LIMINATUS PHARMA, INC. | |||
| By: | /s/ Chris Kim | ||
| Name: | Chris Kim | ||
| Title: | Chief Executive Officer | ||