December 5, 2024

Chris Kim
Chief Executive Officer and Director
Iris Parent Holding Corp.
6 Centerpointe Drive #625
La Palma, California 90623

       Re: Iris Parent Holding Corp.
           Post-Effective Amendment No. 1 to Registration Statement on Form S-4
           Filed November 8, 2024
           File No. 333-275409
Dear Chris Kim:

       We have reviewed your post-effective amendment and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Post-Effective Amendment No. 1 to Registration Statement on Form S-4
Cover Page

1.     We note your revised disclosure that, after the completion of the
Business
       Combination, Chris Kim will be deemed to beneficially own approximately
32.7% of
       the outstanding voting power of ParentCo Common Stock, assuming no
redemptions
       (or 33.0% assuming maximum redemptions), and that ParentCo will be a
"controlled
       company" within the meaning of the Nasdaq rules and could elect to take
advantage
       of certain "controlled company" exemptions. Given the revised disclosure
regarding
       the beneficial ownership percentages, please tell us why you continue to
disclose that
       ParentCo will be a "controlled company" after the completion of the
Business
       Combination and could elect to take advantage of certain "controlled
company"
       exemptions, or revise your disclosure as appropriate.
 December 5, 2024
Page 2

Questions and Answers About the Proposals for Stockholders, page viii

2.     Please consider expanding this section to include a Q&A that explains
why this
       business combination is still in the best interest of the stockholders
in light of the TDT
       License Termination.
Why am I receiving this proxy statement/prospectus?, page viii

3.     We note your disclosure that ParentCo will apply to list, to be
effective at the time of
       the Business Combination, its common stock and warrants on Nasdaq. In an
       appropriate location, please address where you stand with respect to
meeting the
       quantitative listing standards for Nasdaq, and, if you currently do not
meet such
       standards, what actions you intend to take to be eligible for listing.
Summary of the Proxy Statement/Prospectus, page 1

4.     We note your disclosure under the heading "Liminatus Pharma, LLC," and
in the first
       risk factor on page 25, that you refer to Liminatus as a
"clinical-stage" company.
       Please revise so that these statements are consistent with your other
disclosure that
       Liminatus is a pre-clinical company.
5.     We note your initial disclosure of the termination of the TDT license
agreement
       included in the Explanatory Note. Please expand your disclosure of the
license
       agreement termination here to include additional information/explanation
on why the
       parties decided to terminate this license agreement, given its
significance to the
       business plan of Liminatus.
6.     Please remove suggestions that your product candidate, IBA-101, has a
promising
       "safety profile," both here and throughout your prospectus.
Determinations of safety
       and efficacy are in the sole jurisdiction of the FDA and given the
pre-clinical stage of
       your current product candidate, these statements appear to be
pre-mature. Also, where
       you continue to discuss your toxicity-related experiments, such as on
page 185, please
       revise to indicate whether these results were statistically meaningful.
7.     Please revise your statement here and throughout the prospectus that
Liminatus' anti-
       CD47 antibody, IBA-101, potentially positions the company as a
"frontrunner" in the
       CD47 space. Given the current stage of development of this product
candidate such
       statements appear to be pre-mature.
Termination, page 4

8.     We note that Section 4.1(b) of the Business Combination Agreement has
been
       amended so that it is now a condition to closing that Iris Acquisition
Corporation shall
       have received "an acknowledgement from Viral Gene stating that the
obligations of
       the parties thereto, including ParentCo and the Company, under, or
pursuant to, the
       Viral Gene Assignment have been satisfied or terminated and that no
obligations of
       any party thereto, including ParentCo and the Company, under the Viral
Gene
       Assignment remain outstanding." Please update your disclosure for this
new condition
       to closing, indicate whether the acknowledgment has been received, and,
if not,
       whether this condition to closing is waivable. If this condition is
waivable, please
       include appropriate risk factor disclosure.
 December 5, 2024
Page 3

Lock-Up Agreement, page 6

9.     We note your disclosure that on August 9, 2024, ParentCo and Sponsor
agreed to
       grant a waiver of the lock-up restrictions contained in the Lock-Up
Agreement with
       respect to an aggregate of 3.64 million ParentCo Shares. Please revise
your disclosure
       so that it is clear how to reconcile this number of shares to the
provisions of the
       Waiver and Consent filed as Exhibit 10.8, which indicates that the
waiver applies to
       5.1 million shares, or revise your disclosure as appropriate. Also
indicate the business
       purpose for such waiver and whether there was any consideration paid to
ParentCo or
       the Sponsor in connection with the waiver.
The Iris Board's Reasons for Approving the Business Combination, page 10

10.    We note the Iris Board's determinations and unanimous approvals in your
disclosure
       in the first sentence of the first paragraph of this section and your
disclosure, that on
       September 18, 2024, the Iris Board determined that notwithstanding the
TDT License
       Termination, the Business Combination was advisable to and in the best
interests of
       Iris and its stockholders. Similar to your disclosure in the first
sentence, please also
       clarify if the Iris Board unanimously approved the Business Combination
Agreement,
       as amended to date, and the transactions contemplated thereby, and
recommended that
       Iris's stockholders approve the Business Combination Agreement, as
amended to date,
       and the transactions contemplated thereby.
Potential to Grow Globally, page 11

11.    We note your reference in this section, and in other locations, to
Liminatus' "strong
       intellectual property protection." Please balance these statements with
your disclosure
       elsewhere that the anti-CD47 antibody is covered by three early-stage
applications.
Background of the Business Combination
Target F (Liminatus), page 109

12.    Please revise to provide more detailed disclosure of how the enterprise
value
       associated with Liminatus was negotiated and changed from $250,000,000
to
       $175,000,000 following the TDT License Termination. Please ensure your
disclosure
       addresses how Iris Acquisition Corp negotiated the revised merger
consideration in
       light of the loss of Liminatus' clinical stage product candidate and
that Liminatus is
       now a single-asset, pre-clinical company, and how the board determined
the revised
       merger consideration was appropriate given those changes and determined
that the
       transactions contemplated by the Business Combination Agreement were
advisable
       and in the best interests of Iris and its stockholders.
Business of Liminatus
Pre-Clinical Development to Date, page 184

13.    We note your pre-clinical development to date of the CD47 therapeutic
candidate
       appears to have studied Hu3A5 in murine colon adenocarcinoma and that
the
       anticipated clinical trials will focus on patients with lung cancer.
Please disclose
       whether you will conduct additional pre-clinical studies that focus on
lung cancer cells
       prior to the anticipated clinical trials.
 December 5, 2024
Page 4

CD47, page 190

14.    We note your disclosure that Magrolimab, a CD47-targeting drug
candidate, is in
       Phase 3 clinical trials and that this drug is expected to be the first
CD47-targeted
       treatment to gain approval. If the study of this drug has been wound
down by the
       developer, please update your disclosure as appropriate.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Sasha Parikh at 202-551-3627 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tamika Sheppard at 202-551-8346 or Tim Buchmiller at 202-551-3635 with
any
other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:   Chauncey M. Lane, Esq.