S-4 1 tm2314369-1_s4.htm S-4 tm2314369-1_s4 - none - 61.4634998s
As filed with the Securities and Exchange Commission on November 8, 2023.
Registration No.       
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRIS PARENT HOLDING CORP.*
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
93-2710748
(I.R.S. Employer Identification No.)
6 Centerpointe Drive #625,
La Palma, California 90623
Tel: (213) 273-5453
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Iris Parent Holding Corp.
6 Centerpointe Drive #625,
La Palma, California 90623
Attn: Chris Kim, Chief Executive Officer
Tel: (213) 273-5453
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Chauncey M. Lane
Holland & Knight LLP
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, Texas 75201
Tel: (214) 969-1278
Mitchell S. Nussbaum
Giovanni Caruso
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Tel: (212) 407-4990
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed Business Combination are satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, please place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission (the “Commission”), acting pursuant to said Section 8(a), may determine.
*
Upon the closing of the business combination referred to in the proxy statement/prospectus within this registration statement, the name of the registrant is expected to change to Liminatus Pharma, Inc.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 8, 2023
IRIS PARENT HOLDING CORP.
PRELIMINARY PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS OF
IRIS ACQUISITION CORP
PROSPECTUS FOR 25,406,609 SHARES OF COMMON STOCK AND
6,900,000 WARRANTS OF
IRIS PARENT HOLDING CORP.
The board of directors (the “Iris Board”) of Iris Acquisition Corp, a Delaware corporation (formerly known as Tribe Capital Growth Corp I) (“we,” “us,” “our,” the “Company” or “Iris”), has unanimously approved the Business Combination (as defined herein) contemplated by the Business Combination Agreement (as defined herein) with Liminatus Pharma, LLC (“Liminatus”). As described in this proxy statement/prospectus, at the Special Meeting of Iris stockholders (the “Special Meeting”), our stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal”) to approve the Business Combination and adopt the Business Combination Agreement.
Our stockholders will be asked to consider and vote upon the following proposals:
(a)
The Business Combination Proposal — To consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1).
(b)
The Nasdaq Proposal — To consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market LLC, to approve the issuance of ParentCo (as defined herein) Common Stock in the Business Combination (including the PIPE Equity Investment (as defined herein) and the Convertible Notes Investment (as defined herein)) in an amount greater than 20% of the number of shares of Iris common stock before such issuance (the “Nasdaq Proposal”) (Proposal No. 2).
(c)
The Incentive Plan Proposal — To approve and adopt the ParentCo 2023 Omnibus Equity Incentive Plan (an equity-based incentive plan), a copy of which is attached to this proxy statement/prospectus as Annex B (the “Incentive Plan Proposal”) (Proposal No. 3).
(d)
The ParentCo Charter Proposal — To consider and vote, on an advisory and non-binding basis, upon a proposal to approve ParentCo’s amended and restated certificate of incorporation (the “ParentCo Certificate of Incorporation”), to be approved and adopted in connection with the Business Combination. A copy of the ParentCo Certificate of Incorporation is attached to this proxy statement/prospectus as Annex C (Proposal No. 4).
(e)
Advisory Charter Proposals — To consider and vote, on an advisory and non-binding basis, on seven separate sub-proposals to approve certain governance provisions in the Proposed ParentCo Certificate of Incorporation (as defined herein). These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal (as defined herein), but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (as defined herein) (separate and apart from approval of the Charter Proposal). The Advisory Charter Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Advisory Charter Proposals (Proposal No. 5).”
(f)
The Election of Directors Proposal — If the Business Combination Proposal and ParentCo Charter Proposal are approved, to consider and vote, on an advisory and non-binding basis, upon a proposal to elect three directors to serve on the board of directors of the Post-Combination Company (as defined herein) until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (Proposal No. 6).
(g)
The Adjournment Proposal — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes received to pass the resolution to approve the Business Combination Proposal (the “Adjournment Proposal”) (Proposal No. 7).
Each of these proposals is more fully described in this proxy statement/prospectus.
As a result of the consummation of the Transactions (as defined herein), Liminatus will become a wholly-owned subsidiary of ParentCo. The aggregate consideration to be paid in the Transactions to the direct and indirect owners of Liminatus will consist of 25.0 million shares of ParentCo’s common stock with an aggregate value equal to approximately $250 million. Upon consummation of the Business Combination, ParentCo will become the public company and will be renamed Liminatus Pharma, Inc.

Pursuant to the Business Combination Agreement, (i) immediately prior to the effective time of the Mergers (the “Effective Time”), every issued and outstanding Iris Unit (as defined herein) will be automatically separated and broken out into its constituent parts and the holder thereof shall be deemed to hold one share of Iris Class A Common Stock, par value $0.0001 per share (the “Iris Class A Shares”) and one-fourth of one whole redeemable warrant that was included as part of each Iris Unit (the “Public Warrants”), and such underlying constituent securities of Iris shall be converted in accordance with the applicable terms of the Business Combination Agreement, and in accordance with the terms of the Warrant Agreement (defined below), no fractional Public Warrants shall be issued upon separation of the outstanding Iris Units, but shall instead be rounded down to the nearest whole Public Warrant, (ii) at the Effective Time, each issued and outstanding Iris Class A Share will be converted automatically into and thereafter represent the right to receive one share of common stock, par value $0.0001 per share of ParentCo (“ParentCo Common Stock”), following which all Iris Class A Shares will cease to be outstanding and will automatically be canceled and will cease to exist, and the holders of certificates previously evidencing Iris Class A Shares outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares, except as provided in the Business Combination Agreement or by applicable Law, and each certificate formerly representing Iris Class A Shares will thereafter represent only the right to receive the relevant amount for such Iris Class A Shares in accordance with the applicable provisions of law and Iris’s governing documents, (iii) at the Effective Time, each issued and outstanding Public Warrant will, in accordance with the terms of the Warrant Agreement, immediately and automatically represent the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant Agreement (each a “ParentCo Public Warrant”), (iv) at the Effective Time, each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time of the consummation of our initial public offering, entitling the holder thereof to purchase one Iris Class A Share at $11.50 per share (the “Private Placement Warrants”), except those issued to Cantor Fitzgerald & Co. (“Cantor”), will be forfeited, (v) in accordance with the terms of the Warrant Agreement, the Private Placement Warrants issued to Cantor shall immediately and automatically represent the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant Agreement (each a “ParentCo Private Placement Warrant”), and (vi) at the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time will be converted into an equal number of shares of common stock of Iris each of which is held by ParentCo, with the same rights, powers and privileges as the shares so converted, and such shares will constitute the only outstanding shares of capital stock of Iris. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. Accordingly, this proxy statement/prospectus covers an aggregate of 25,406,609 shares of ParentCo’s common stock and 6,900,000 ParentCo warrants. Our directors and executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of our stockholders.
Iris Class A Common Stock, Iris Units and Public Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “IRAA,” “IRAAU” and “IRAAW,” respectively. ParentCo will apply to list, to be effective at the time of the Business Combination, its common stock and warrants on Nasdaq under the symbols “LIMN” and “LIMNW,” respectively. We expect the Iris Class A Common Stock, Iris Units and Public Warrants will be delisted from Nasdaq.
After the completion of the Business Combination, Liminatus Members will beneficially own approximately 72.5% of the combined voting power of the ParentCo common stock, assuming no redemptions (or 73.3% assuming maximum redemptions), and Liminatus’s current principal member, Chris Kim, will own approximately 56.2% of the outstanding voting power of ParentCo’s common stock (or 56.9% assuming maximum redemptions). As a result, ParentCo will be a “controlled company” within the meaning of the Nasdaq rules and could elect to take advantage of certain “controlled company” exemptions. We currently do not intend to avail ourselves of the controlled company exemption under the Nasdaq rules. As a controlled company, the controlling stockholders may have the ability to control the outcome of matters submitted to stockholders of ParentCo for approval. See “Management of ParentCo Following the Business Combination — Independence of Directors.
This proxy statement/prospectus provides stockholders of Iris with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 24 of this proxy statement/prospectus.
This proxy statement/prospectus is dated          , 2023, and is first being mailed to our stockholders on or about          , 2023.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 
IRIS ACQUISITION CORP
3rd Floor Zephyr House
122 Mary Street, George Town
PO Box 10085
Grand Cayman KY1-1001, Cayman Islands
Dear Iris Acquisition Corp Stockholders:
On November 30, 2022, Iris Acquisition Corp, a Delaware corporation (“we,” “our,” or “Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“SPAC Merger Sub” and together with Liminatus Merger Sub, the “Merger Subs”), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”): (a) Liminatus Merger Sub will merge with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of ParentCo, and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub will merge with and into Iris (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving the SPAC Merger (the “SPAC Surviving Subsidiary”) as a direct wholly-owned subsidiary of ParentCo (the transactions contemplated by the foregoing clauses (a) and (b) the “Business Combination,” and together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”).
At the special meeting of Iris stockholders (the “Special Meeting”), our stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal”) to approve the Business Combination and adopt the Business Combination Agreement. The aggregate consideration to be paid in the Transactions to the direct or indirect owners of Liminatus will consist of 25.0 million shares of ParentCo’s common stock. The number of shares comprising the equity consideration was determined based on $10.00 per share value for ParentCo’s common stock.
Pursuant to the Business Combination Agreement: (i) immediately prior to the effective time of the Mergers (the “Effective Time”), every issued and outstanding Iris Unit (as defined herein) will be automatically separated and broken out into its constituent parts and the holder thereof shall be deemed to hold one share of Iris Class A Common Stock, par value $0.0001 per share (the “Iris Class A Shares”) and one-fourth of one whole redeemable warrant that was included as part of each Iris Unit (the “Public Warrants”), and such underlying constituent securities of Iris shall be converted in accordance with the applicable terms of the Business Combination Agreement, and in accordance with the terms of the Warrant Agreement (defined below), no fractional Public Warrants shall be issued upon separation of the outstanding Iris Units, but shall instead be rounded down to the nearest whole Public Warrant, (ii) at the Effective Time, each issued and outstanding Iris Class A Share will be converted automatically into and thereafter represent the right to receive one share of common stock, par value $0.0001 per share of ParentCo (“ParentCo Common Stock”), following which all Iris Class A Shares will cease to be outstanding and will automatically be canceled and will cease to exist, and the holders of certificates previously evidencing Iris Class A Shares outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares, except as provided in the Business Combination Agreement or by applicable Law, and each certificate formerly representing Iris Class A Shares will thereafter represent only the right to receive the relevant amount for such Iris Class A Shares in accordance with the applicable provisions of law and Iris’s governing documents, (iii) at the Effective Time, each issued and outstanding Public Warrant will, in accordance with the terms of the Warrant Agreement, immediately and automatically represent the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant Agreement (each a “ParentCo Public Warrant”), (iv) at the Effective Time, each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time of the consummation of our initial public offering, entitling the holder thereof to purchase one Iris Class A Share at $11.50 per share (the “Private Placement Warrants”), except those issued to Cantor Fitzgerald & Co. (“Cantor”), will be forfeited, (v) in accordance with the terms of the Warrant Agreement, the Private Placement Warrants issued to Cantor shall immediately and automatically represent the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant
 

 
Agreement (each a “ParentCo Private Placement Warrant”), and (vi) at the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time will be converted into an equal number of shares of common stock of Iris each of which is held by ParentCo, with the same rights, powers and privileges as the shares so converted, and such shares will constitute the only outstanding shares of capital stock of Iris. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. Accordingly, this proxy statement/prospectus covers an aggregate of 25,406,609 shares of ParentCo’s common stock and 6,900,000 ParentCo warrants.
Our stockholders will be asked to consider and vote upon the following proposals:
(a)
The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1);
(b)
The Nasdaq Proposal — to consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve the issuance of ParentCo Common Stock in the Business Combination (including the PIPE Equity Investment and the Convertible Notes Investment) in an amount greater than 20% of the number of shares of Iris common stock before such issuance (Proposal No. 2);
(c)
The Incentive Plan Proposal — to consider and vote upon a proposal to adopt the ParentCo 2023 Omnibus Equity Incentive Plan (an equity-based incentive plan), which we refer to as the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex B (Proposal No. 3);
(d)
The ParentCo Charter Proposal — to consider and vote, on an advisory and non-binding basis, upon a proposal to approve the ParentCo Certificate of Incorporation, to be approved and adopted in connection with the Business Combination. A copy of the ParentCo Certificate of Incorporation is attached to this proxy statement/prospectus as Annex C (Proposal No. 4);
(e)
Advisory Charter Proposals — to consider and vote, on an advisory and non-binding basis, on seven separate sub-proposals to approve certain governance provisions in the Proposed ParentCo Certificate of Incorporation. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The sub-proposals are as follows:
(1)   Advisory Charter Proposal A — to amend the name of the public entity to “Liminatus Pharma, Inc.” from “Iris Acquisition Corp.”;
(2)   Advisory Charter Proposal B — to authorize the issuance of up to 500,000,000 shares of common stock, and up to 1,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by ParentCo’s board of directors;
(3)   Advisory Charter Proposal C — to provide that the removal of any director be only for cause and by the affirmative vote of at least 6623% of ParentCo’s then-outstanding shares of capital stock entitled to vote generally in the election of directors;
(4)   Advisory Charter Proposal D — to make ParentCo’s corporate existence perpetual as opposed to Iris’s corporate existence, which is required to be dissolved and liquidated 36 months following the closing of its initial public offering if it does not complete a business combination in that time, and to remove from the Proposed ParentCo Certificate of Incorporation the various provisions applicable only to special purpose acquisition corporations;
(5)   Advisory Charter Proposal E — to provide that ParentCo will not be subject to Section 203 of the DGCL; and
(6)   Advisory Charter Proposal F — to increase the required vote thresholds for approving amendments to the Proposed ParentCo Certificate of Incorporation and bylaws to 6623%.
 

 
The Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Charter Proposal). (Proposal No. 5). The Advisory Charter Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Advisory Charter Proposals (Proposal No. 5).
(f)
The Election of Directors Proposal — If the Business Combination Proposal and ParentCo Charter Proposal are approved, to consider and vote, on an advisory and non-binding basis, upon a proposal to elect three directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (Proposal No. 6); and
(g)
The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal (Proposal No. 7).
Each of these proposals is more fully described in this proxy statement/prospectus.
The Iris Class A Common Stock, Iris Units and Public Warrants are currently listed on Nasdaq under the symbols “IRAA,” “IRAAU” and “IRAAW,” respectively. ParentCo will apply to list, to be effective at the time of the Business Combination, its common stock and warrants on Nasdaq under the symbols “LIMN” and “LIMNW,” respectively. We expect the Iris Class A Common Stock, Iris Units and Public Warrants will be delisted from Nasdaq.
After the completion of the Business Combination, Liminatus Members will beneficially own approximately 72.5% of the combined voting power of the ParentCo Common Stock, assuming no redemptions (or 73.3% assuming maximum redemptions). Liminatus’s current principal member, Chris Kim, will own approximately 56.2% of the outstanding voting power of ParentCo’s common stock (or 56.9% assuming maximum redemptions). As a result, ParentCo will be a “controlled company” within the meaning of Nasdaq rules and may elect to take advantage of certain “controlled company” exemptions. As a controlled company, the controlling stockholders may have the ability to control the outcome of matters submitted to stockholders of ParentCo for approval. See “Management of ParentCo Following the Business Combination — Independence of Directors.
Pursuant to our amended and restated certificate of incorporation (as amended, the “Iris Certificate of Incorporation”), we are providing holders of the shares of Iris Class A Common Stock (such holders, the “public stockholders”) with the opportunity, upon the closing of the Transactions and subject to the limitations described in this proxy statement/prospectus, to redeem their shares of Iris Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the consummation of the Transactions) in our Trust Account (as defined herein). For illustrative purposes, based on funds in our Trust Account of approximately $4,184,782.23 as of September 25, 2023, stockholders would have received a redemption price of approximately $10.29 per share of Iris Class A Common Stock. Public stockholders may elect to redeem their shares even if they vote “FOR” the Business Combination Proposal.
We are providing this proxy statement/prospectus and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. The Special Meeting of our stockholders will be held virtually at            , Eastern Time, on            , 2023. Whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled Risk Factors beginning on page 24.
Your vote is very important, regardless of the number of shares of our common stock you own. To ensure your representation at the Special Meeting, please take time to vote by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the Special Meeting. Submitting a proxy now will not prevent you from being able to vote online at the Special Meeting.
 

 
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card and do not attend the Special Meeting, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the Nasdaq Proposal, Incentive Plan Proposal, ParentCo Charter Proposal, the Advisory Charter Proposals, Election of Directors Proposal or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote online, obtain a legal proxy from your broker or bank.
Per the Business Combination Agreement, it is a condition to closing of the Transaction that the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Election of Directors Proposal be approved by Iris stockholders. As a result, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Election of Directors Proposal are each conditioned on the approval of the others. The ParentCo Charter Proposal, the Advisory Charter Proposals, and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate a business combination or amend the Iris Certificate of Incorporation by stockholder approval by December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), we will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to our public stockholders.
The Iris Board unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal and “FOR” the other proposals presented in this proxy statement/prospectus. In considering the recommendation of the Iris Board, you should keep in mind that our directors and executive officers may have interests in the Transactions that are different from or in addition to (and may conflict with) the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”
Sincerely,
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
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF IRIS ACQUISITION CORP
To Be Held on       , 2023
To the Stockholders of Iris Acquisition Corp:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”), of Iris Acquisition Corp, a Delaware corporation (“Iris”), will be held on           , 2023, at 10:00 am, Eastern Time.
The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for us and our stockholders. The virtual meeting format allows attendance from any location in the world.
You are cordially invited to attend the Special Meeting which will be held to consider and vote upon the following matters:
(1)
The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1);
(2)
The Nasdaq Proposal — to consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve the issuance of ParentCo Common Stock in the Business Combination (including the PIPE Equity Investment and the Convertible Notes Investment) in an amount greater than 20% of the number of shares of Iris common stock before such issuance (Proposal No. 2);
(3)
The Incentive Plan Proposal — to consider and vote upon a proposal to adopt the ParentCo 2023 Omnibus Equity Incentive Plan (an equity-based incentive plan), which we refer to as the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex B (Proposal No. 3);
(4)
The ParentCo Charter Proposal — to consider and vote, on an advisory and non-binding basis, upon a proposal to approve the ParentCo Certificate of Incorporation, to be approved and adopted in connection with the Business Combination. A copy of the ParentCo Certificate of Incorporation is attached to this proxy statement/prospectus as Annex C (Proposal No. 4);
(5)
Advisory Charter Proposals — to consider and vote, on an advisory and non-binding basis, on seven separate sub-proposals to approve certain governance provisions in the Proposed ParentCo Certificate of Incorporation. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Charter Proposal). (Proposal No. 5) The Advisory Charter Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Advisory Charter Proposals (Proposal No. 5)”;
(6)
The Election of Directors Proposal — If the Business Combination Proposal and ParentCo Charter Proposal are approved, to consider and vote, on an advisory and non-binding basis, upon a proposal to elect three directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of
 

 
stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (Proposal No. 6); and
(7)
The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal (Proposal No. 7).
These items of business are described in this proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of our common stock at the close of business on       , 2023 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.
All Iris stockholders are cordially invited to attend the Special Meeting online. To ensure your representation at the Special Meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card and do not attend the Special Meeting online, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Business Combination Proposal, but will have no effect on the Nasdaq Proposal, Incentive Plan Proposal, ParentCo Charter Proposal, the Advisory Charter Proposals, Election of Directors Proposal or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote online, obtain a legal proxy from your broker or bank. Public stockholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal.
Per the Business Combination Agreement, it is a condition to closing of the Transaction that the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Election of Directors Proposal be approved by Iris stockholders. As a result, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Election of Directors Proposal are each conditioned on the approval of the others. The ParentCo Charter Proposal, the Advisory Charter Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate a business combination or amend the Iris Certificate of Incorporation by stockholder approval by December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), we will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to our public stockholders.
After careful consideration, the Iris Board has determined that the Business Combination Proposal, Nasdaq Proposal, Incentive Plan Proposal, ParentCo Charter Proposal, the Advisory Charter Proposals, Election of Directors Proposal and the Adjournment Proposal are fair to and in the best interests of Iris and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal and “FOR” the other proposals presented in this proxy statement/prospectus. In considering the recommendation of the Iris Board, you should keep in mind that our directors and executive officers may have interests in the Business Combination that are different from or in addition to (and may conflict with) the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”
A complete list of Iris stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at the principal executive offices of Iris for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting online or not, please sign, date and return the enclosed proxy card as soon as possible in
 

 
the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the Business Combination and related transactions and each of our proposals. Whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 24 thereof. If you have any questions regarding this proxy statement/prospectus or need assistance voting your shares, please contact our proxy solicitor, Alliance Advisors, LLC at 844-670-2141 (toll free) or by email at IRAA@allianceadvisors.com.
Grand Cayman, Cayman Islands
             , 2023
By Order of the Board of Directors,
Rohit Nanani
Chairman
 

 
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about Iris that is not included in or delivered with this proxy statement/prospectus. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Iris with the U.S. Securities and Exchange Commission (the “SEC”), such information is available for you to review on the website of the SEC at http://www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Toll Free: 844-670-2141
Email: IRAA@allianceadvisors.com
You may also obtain these documents by requesting them via e-mail from IRAA@allianceadvisors.com.
If you are a stockholder of Iris and would like to request documents, please do so by            , 2023 (which is five business days prior to the date of the Special Meeting), in order to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
 

 
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the SEC by ParentCo, constitutes a prospectus of ParentCo under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the ParentCo Class A Common Stock and ParentCo warrants to be issued under the Business Combination Agreement. This document also constitutes a proxy statement of Iris under Section 14(a) of the Exchange Act.
You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of ParentCo, Iris or Liminatus has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/ prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.
Information contained in this proxy statement/prospectus regarding Iris and its business, operations, management and other matters has been provided by Iris and information contained in this proxy statement/ prospectus regarding Liminatus and its business, operations, management and other matters has been provided by Liminatus.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
MARKET AND INDUSTRY DATA
Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Iris’s and Liminatus’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this proxy statement/prospectus, we have not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. Notwithstanding the foregoing, we are liable for the information provided in this proxy statement/prospectus.
TRADEMARKS
This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/ prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable owner or licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
 

 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this proxy statement/prospectus constitute “forward-looking statements” for the purpose of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

our ability to complete the Business Combination with Liminatus or, if we do not consummate such Business Combination, any other initial business combination;

the anticipated benefits of the Business Combination;

the volatility of the market price and liquidity of Iris’s securities before the closing of the Business Combination;

the use of funds not held in the trust account;

the competitive environment in which the combined company will operate following the Business Combination;

satisfaction or waiver (if applicable) of the conditions to the Business Combination including, among others: (i) approval by Iris’s and Liminatus’s respective stockholders, (ii) if required, the expiration of the waiting period (or extension thereof) under the Hart-Scott Rodino Antitrust Improvement Act of 1976 (the “HSR Act”), (iii) the absence of any order, writ, judgment, injunction, temporary restraining order, stipulation, determination, decree or award entered by or with or under the authority of any governmental entity or arbitral institution in effect enjoining or prohibiting the consummation of the Transactions, and the absence of any law that makes consummation of the Transactions illegal or otherwise prohibited, (iv) receipt of approval for listing on Nasdaq of the shares of ParentCo to be issued in connection with the Business Combination, (v) the registration statement of which this proxy statement/prospectus is a part shall have become effective, no stop order shall have been issued by the SEC and remain in effect and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending, (vi) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, and (vii) no material adverse effect on Liminatus having occurred since signing that is continuing at closing;

the ability to obtain and/or maintain the listing of Liminatus common stock and warrants on Nasdaq following the Business Combination;

Liminatus public securities’ potential liquidity and trading;

Liminatus’s ability to raise financing in the future;

costs related to the Business Combination;

the outcome of any legal proceedings that may be instituted against Iris or Liminatus related to the Business Combination;

the attraction and retention of qualified directors, officers, employees and key personnel of Iris and Liminatus prior to the Business Combination, and Liminatus following the Business Combination;

Liminatus’s ability to execute its business plans and strategy;

the ability of Liminatus to compete effectively in a highly competitive market;

the competition from larger pharmaceutical and biotechnology companies that have greater resources, technology, relationships and/or expertise;

the success of competing therapies and products that are or may become available;
 

 

the costs, timing, and results, of Liminatus’s preclinical studies and clinical trials, as well as the number of required trials for regulatory approval and the criteria for success in such trials;

potential delays and uncertainties in Liminatus’s anticipated timelines and milestones and additional costs associated with the impact of the residual effects of the coronavirus pandemic on our clinical trial operations;

legal and regulatory developments in the United States, or U.S., and foreign countries, including any actions or advice that may affect the design, initiation, timing, continuation, progress or outcome of clinical trials or result in the need for additional clinical trials;

cost of complying with current laws and regulations and any changes in applicable laws or regulations;

the ability to protect and enhance Liminatus’s corporate reputation and brand;

the impact from future regulatory, judicial, and legislative changes in Liminatus’s industry;

Liminatus’s ability to obtain and maintain regulatory approval of any of its product candidates;

Liminatus’s ability to research, discover and develop additional product candidates;

risks related to manufacturing active pharmaceutical ingredients, drug product, and other materials we need;

the performance of third parties upon which Liminatus depends, including contract research organizations, contract manufacturing organizations, contract laboratories, and independent contractors;

Liminatus’s ability to grow and manage growth profitably;

Liminatus’s ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

Liminatus’s ability to limit its exposure under product liability lawsuits;

the inability to develop and maintain effective internal controls;

the impact of the COVID-19 pandemic and other similar disruptions in the future;

those factors set forth in documents of Iris filed, or to be filed, with SEC;

other factors that the Iris and Liminatus may not have currently identified or quantified; and

other factors detailed under the section entitled “Risk Factors.”
The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described herein under “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this proxy statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future results. Our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 24 of this proxy statement/prospectus.
 

 
TABLE OF CONTENTS
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Page
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Annex L: Assignment, Assumption and Amendment Agreement*
L-1
Annex M: Form of Proxy Card*
M-1
*
To be filed by amendment
 
ii

 
FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Iris” refer to Iris Acquisition Corporation, a Delaware corporation. Furthermore, in this proxy statement/prospectus:
“Business Combination” means the Transactions contemplated by the Business Combination Agreement and the related agreements.
Business Combination Agreement” means the Business Combination Agreement, dated as of November 30, 2022, as amended, by and among Iris, ParentCo, SPAC Merger Sub, Liminatus Merger Sub, and Liminatus.
Cantor” means Cantor Fitzgerald & Co.
CD 47 Companion Diagnostic” means any product that is used for predicting and/or monitoring the response of a human being or animal to treatment with a CD 47 Product (including, without limitation, a device, compound, kit, biomarker or service that contains a component that is used to detect or quantify the presence or amount of an analyte in body or tissue that affects the pathogens of the condition).
CD 47 Product” means any past and future product developed and to be developed using CD 47 antibody drugs.
Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Iris.
closing” means the closing of the Transactions.
Closing Date” means the date on which the Business Combination is consummated.
“Code” means the Internal Revenue Code of 1986, as amended and restated from time to time.
Combined Company” means ParentCo and its consolidated subsidiaries after giving effect to the Business Combination.
“Convertible Notes” means 8% convertible notes of and from ParentCo for which PIPE Subscriber has committed to subscribe and purchase.
“Convertible Notes Investment” means the PIPE Subscribers commitment to subscribe for and purchase the Convertible Notes of and from ParentCo in an aggregate principal amount of $25,000,000.
“Convertible Note Subscription Agreement” means that certain Convertible Note Subscription Agreement, dated November 30, 2022, by and among ParentCo, Iris, and the PIPE Subscriber, as amended.
“DGCL” means the General Corporation Law of the State of Delaware.
“Effective Time” means the effective time of the Mergers.
Existing Bylaws” means the current amended and restated bylaws of Iris.
“Forfeiture Agreement” means that certain Sponsor Forfeiture Agreement, dated November 30, 2022, by and between Iris and Sponsor.
GCC Vaccine Product” means a prophylactic or therapeutic agent, that acts by inducing an immune response directed specifically against the Guanylyl Cyclase C (“GCC”) antigen.
HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Incentive Plan” means the ParentCo 2023 Omnibus Equity Incentive Plan.
initial stockholders” or “initial holders” means the Sponsor and any other holders of Founder Shares prior to the IPO (or their permitted transferees).
InnoBation License” means the License and Development Agreement entered into as of March 30, 2022, by and between InnoBation Bio Co., Ltd., a Korean company, as licensor (“InnoBation”) and Valetudo
 
iii

 
Therapeutics LLC, a Delaware company, as licensee (“Valetudo”) covering the license of certain patents and know-how with respect to the CD 47 Products, which license was assigned by Valetudo to Liminatus on October 1, 2022.
IPO” means Iris’s initial public offering, consummated on March 9, 2021, in which we sold 27,600,000 Iris Units at $10.00 per Iris Unit.
Iris Board” means the board of directors of Iris.
“Iris Certificate of Incorporation” means Iris’s amended and restated certificate of incorporation in effect as of November 5, 2020, as amended by the first amendment to the amended and restated certificate of incorporation in effect as of March 4, 2021, by the certificate of amendment of the amended and restated certificate of incorporation in effect as of July 26, 2022, by the certificate of amendment of the amended and restated certificate of incorporation in effect as of December 20, 2022, and by the certificate of amendment of the amended and restated certificate of incorporation in effect as of September 7, 2023, as may be further amended from time to time.
“Iris Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Iris.
Iris Class A Shares” means the issued and outstanding shares of Iris Class A Common Stock.
Iris common stock” or “our common stock” means the Iris Class A Common Stock and Class B Common Stock.
Iris Governing Documents” means the Iris Certificate of Incorporation and the Existing Bylaws.
Iris Units” means the securities offered in Iris’s initial public offering, which consist of one share of Iris Class A Common Stock and one-quarter of one Public Warrant.
Iris Warrant Agreement” means the Warrant Agreement, dated as of March 4, 2021, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation.
IRS” means the U.S. Internal Revenue Service.
Licensed Intellectual Property” means all intellectual property that (i) is the subject of any agreement granting or purporting to grant a license or any other rights to the Company or its Affiliates, whether directly or indirectly, e.g., via the grant of a sublicense or (ii) is purported by the Company to be licensed to it or otherwise available for its use in the development and commercialization of Products, including under the InnoBation License, the TDT License and the Viral Gene License.
Liminatus” means Liminatus Pharma, LLC, a Delaware limited liability company.
Liminatus Assets” means Liminatus’s GCC Cancer Vaccine, GCC CAR-T candidate and CD 47 immune checkpoint inhibitor product candidates.
Liminatus Merger” means the merger of Liminatus Merger Sub with and into Liminatus with Liminatus being the surviving company in the merger and a wholly-owned subsidiary of ParentCo.
Liminatus Merger Sub” means Liminatus Pharma Merger Sub, Inc., a Delaware corporation.
“Lock-Up Agreement” means that certain Lock-Up Agreement, dated November 30, 2022, by and among ParentCo, Sponsor, and certain Liminatus Members.
Mergers” means, collectively, the SPAC Merger and the Liminatus Merger.
Merger Subs” means, collectively, the SPAC Merger Sub and the Liminatus Merger Sub.
Nasdaq” means the Nasdaq Stock Market LLC.
“Outside Date” means March 9, 2024.
ParentCo” means Iris Parent Holding Corp., a Delaware corporation.
 
iv

 
ParentCo Board” means the board of directors of ParentCo following the consummation of the Business Combination.
ParentCo Certificate of Incorporation” means ParentCo’s amended and restated certificate of incorporation.
ParentCo Common Stock” means the common stock, par value $0.0001 per share, of ParentCo.
ParentCo private placement warrant” means each private placement warrant issued to Cantor, which will immediately and automatically represent the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant Agreement.
ParentCo Warrant Agreement” means the warrant agreement that will govern the ParentCo warrants.
ParentCo warrants” means the warrants to purchase ParentCo Common Stock upon conversion of Public Warrants and the private placement warrants held by Cantor upon consummation of the Business Combination as consideration pursuant to the Business Combination Agreement.
“PIPE Equity Investment” means the PIPE Investor’s commitment to purchase 1,500,000 shares of ParentCo Common Stock at a purchase price per share of $10.00, for an aggregate purchase price of $15,000,000.
“PIPE Equity Subscription Agreement” means that certain Equity Subscription Agreement, dated November 30, 2022, by and among ParentCo, Iris, and PIPE Investor, as amended.
“PIPE Investor” means the accredited investor who is a party to the PIPE Equity Subscription Agreement.
“PIPE Shares” means the 1,500,000 shares of ParentCo Common Stock that PIPE Investor has committed to purchase pursuant to the PIPE Equity Subscription Agreement.
“PIPE Subscriber” means the accredited investor who is a party to the Convertible Note Subscription Agreement.
Pre-Closing Iris Certificate of Incorporation” means Iris’s certificate of incorporation prior to the closing of the Business Combination.
Pre-Closing ParentCo Certificate of Incorporation” means ParentCo’s certificate of incorporation prior to the closing of the Business Combination.
private placement” means the private sale of private placement warrants that occurred simultaneously with the consummation of our IPO.
private placement warrants” means each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time of the consummation of Iris’s IPO, entitling the holder thereof to purchase one Iris Class A Share at $11.50 per share.
Proposed Bylaws” means the proposed bylaws of ParentCo on the effective date of the Business Combination attached to this proxy statement/prospectus as Annex K.
Proposed Organizational Documents” means the Proposed ParentCo Certificate of Incorporation and the Proposed Bylaws.
Proposed ParentCo Certificate of Incorporation” means the proposed amended and restated certificate of incorporation of ParentCo upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex C.
public shares” means the 7,306,609 shares of Iris Class A Common Stock currently outstanding at September 25, 2023, including Class A Common Stock underlying the Iris Units issued in our IPO.
public stockholders” means holders of public shares, including our initial stockholders to the extent our initial stockholders hold public shares, provided that our initial stockholders will be considered “public stockholders” only with respect to any public shares held by them.
 
v

 
Public Warrants” means the 6,900,000 warrants included in the Iris Units issued in our IPO, each of which is exercisable for one share of Iris Class A Common Stock in accordance with its terms.
redemption rights” means the means the right of eligible holders of Iris Class A Shares to elect to redeem all or a portion of such holder’s Iris Class A Shares, at the per-share price, payable in cash, equal to such holder’s pro rata share of Iris’s trust account, by tendering the Iris Class A Shares of such holder for redemption not later than 5:00 p.m. Eastern Time on the date that is two Business Days prior to the date of the Special Meeting.
“RRA” means that certain Amended and Restated Registration Rights Agreement, to be entered into in connection with the consummation of the Business Combination, by and among ParentCo, Sponsor, Cantor, certain former members of Liminatus, the PIPE Investor, and the PIPE Subscriber.
Securities Act” means the Securities Act of 1933, as amended.
SPAC Merger” means the merger of SPAC Merger Sub with and into Iris, with Iris being the surviving corporation in the merger and a wholly-owned subsidiary of ParentCo.
SPAC Merger Sub” means SPAC Merger Sub, Inc., a Delaware corporation.
SPAC Share Redemptions” means the election of an eligible holder of Iris Class A Shares to redeem all or a portion of such holder’s Iris Class A Shares.
SPAC Surviving Subsidiary” means surviving corporation of the SPAC Merger.
Special Meeting” means the Special Meeting of stockholders of Iris that is the subject of this proxy statement/prospectus.
Sponsor” means Iris Acquisition Holdings LLC, a Delaware limited liability company.
Sponsor Forfeiture Agreement” means the agreement between the Sponsor and Iris and Liminatus, pursuant to which the Sponsor has agreed to forfeit 4,177,778 of its Private Placement Warrants at closing, attached to this proxy statement/prospectus as Annex H.
Sponsor Support Agreement” means that certain Sponsor Support Agreement, dated November 30, 2022, by and among Iris, Liminatus, and Sponsor, attached to this proxy statement/prospectus as Annex D.
“TDT” means Targeted Diagnostics & Therapeutics, Inc.
TDT License” means the License Agreement with an effective date of June 10, 2018, by and between TDT, and the Company, granting exclusive worldwide rights to Develop and Commercialize the CAR T Product in the Field and non-exclusive worldwide rights to Develop and Commercialize Companion Diagnostics to the CAR T Products in the Field (such italicized terms bearing the meanings ascribed to them in the TDT License).
TJU License” means the Amended and Restated License Agreement dated as of January 1, 1999, by and between Thomas Jefferson University and Targeted Diagnostics & Therapeutics, Inc., as may have been amended.
Transactions” means, collectively, the Mergers, Business Combination and the other transactions contemplated by the Business Combination Agreement.
Transfer Agent” means Continental Stock Transfer & Trust Company, a New York corporation.
“Treasury regulations” means the regulations promulgated by the U.S. Treasury Department under the Code.
“Trust Account” means the trust account into which the net proceeds of our IPO and the private placement were deposited for the benefit of the public stockholders and which held total assets of approximately $4,184,782.23 as of September 25, 2023.
Trust Agreement” means that certain Investment Management Trust Account Agreement, dated March 4, 2021, between Iris and Continental Stock Transfer & Trust Company.
 
vi

 
Valetudo” means Valetudo Therapeutics LLC.
Valetudo Assignment” means that that certain Assignment of Contract entered into as of October 1, 2022, by and between Valetudo and the Company.
Viral Gene” means Viral Gene, Inc.
Viral Gene Assignment” means that certain Assignment of Contract by and between Viral Gene, and the Company, dated as of April 10, 2022.
Viral Gene License” means the License and Development Agreement dated as of September 8, 2016, by and between Viral Gene and Targeted Diagnostics & Therapeutics, Inc., as may have been amended, granting exclusive worldwide rights to Develop and Commercialize the Vaccine Product in the Field and non-exclusive worldwide rights to Develop and Commercialize the Companion Diagnostics to the Vaccine Products in the Field (such italicized terms bearing the meanings ascribed to them in the Viral Gene License).
Warrant Agreement” means that certain Warrant Agreement, dated as of March 4, 2021, by and between Iris and Continental Stock Transfer & Trust Company.
Warrant Amendment” means the Assignment, Assumption and Amendment Agreement, to be entered into at Closing, by and among Iris, ParentCo and Continental Stock Transfer & Trust Company attached to this proxy statement/prospectus as Annex L.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Transactions. The following questions and answers do not include all the information that may be important to you. We urge stockholders to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.
Q:
Why are Iris and Liminatus proposing to enter into the Business Combination?
A:
Iris is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In the course of Iris’s search for a business combination partner, Iris investigated the potential acquisition of many entities in various industries and concluded that Liminatus was the best candidate for a business combination with Iris. For more details on Iris’s search for a business combination partner and the Iris Board’s reasons for selecting Liminatus as Iris’s business combination partner, see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — The Iris Board’s Reasons for the Approval of the Business Combination.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Our stockholders are being asked to consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement, among other proposals. We have entered into the Business Combination Agreement by and among Iris, ParentCo, SPAC Merger Sub, Liminatus Merger Sub, and Liminatus, which provides for: (i) SPAC Merger Sub to be merged with and into Iris with Iris being the surviving corporation in the merger and a wholly-owned subsidiary of ParentCo and (ii) Liminatus Merger Sub to be merged with and into Liminatus with Liminatus being the surviving limited liability company in the merger and a wholly-owned subsidiary of ParentCo. The aggregate consideration to be paid in the Transactions to the direct or indirect owners of Liminatus will consist of 25.0 million shares of ParentCo’s common stock. The number of shares comprising the equity consideration was determined based on a $10.00 per share value for ParentCo’s common stock.
Pursuant to the Business Combination Agreement: (i) immediately prior to the Effective Time, every issued and outstanding Iris Unit will be automatically separated and broken out into its constituent parts and the holder thereof shall be deemed to hold one Iris Class A Share and one-fourth of one whole Public Warrant, and such underlying constituent securities of Iris shall be converted in accordance with the applicable terms of the Business Combination Agreement, and in accordance with the terms of the Warrant Agreement, no fractional Public Warrants shall be issued upon separation of the outstanding Iris Units, but shall instead be rounded down to the nearest whole Public Warrant, (ii) at the Effective Time, each issued and outstanding Iris Class A Share will be converted automatically into and thereafter represent the right to receive one share of ParentCo Common Stock, following which all Iris Class A Shares will cease to be outstanding and will automatically be canceled and will cease to exist, and the holders of certificates previously evidencing Iris Class A Shares outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares, except as provided in the Business Combination Agreement or by applicable Law, and each certificate formerly representing Iris Class A Shares will thereafter represent only the right to receive the relevant amount for such Iris Class A Shares in accordance with the applicable provisions of law and Iris’s governing documents, (iii) at the Effective Time, each issued and outstanding Public Warrant will, in accordance with the terms of the Warrant Agreement, immediately and automatically represent a ParentCo Public Warrant, (iv) at the Effective Time, each issued and outstanding Private Placement Warrant, except those issued to Cantor, will be forfeited. In accordance with the terms of the Warrant Agreement, the Private Placement Warrants issued to Cantor shall immediately and automatically represent a ParentCo Private Placement Warrant, and (v) at the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time will be converted into an equal number of shares of common stock of Iris each of which is held by ParentCo, with the same rights, powers and privileges as the shares so converted, and such shares will constitute the only outstanding shares of capital stock of Iris. For additional information, see the section in this proxy statement/prospectus entitled
 
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Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
The Iris Class A Common Stock, Iris Units and Iris warrants are currently listed on Nasdaq under the symbols “IRAA,” “IRAAU” and “IRAAW,” respectively. ParentCo will apply to list, to be effective at the time of the Business Combination, its common stock and warrants on Nasdaq under the symbols “LIMN” and “LIMNW,” respectively. We expect the Iris Class A Common Stock, Iris Units and Iris warrants will be delisted from Nasdaq.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes, which we urge you to do.
Q:
What is being voted on at the Special Meeting?
A:
Our stockholders are being asked to vote on the following proposals:

The Business Combination Proposal — A proposal to approve and adopt the Business Combination and the Business Combination Agreement;

The Nasdaq Proposal — A proposal to approve the issuance of ParentCo Common Stock in the Business Combination (including the PIPE Equity Investment and the Convertible Notes Investment);

The Incentive Plan Proposal — A proposal to adopt the Incentive Plan;

The ParentCo Charter Proposal — To consider and vote, on an advisory and non-binding basis, upon a proposal to approve ParentCo’s amended and restated certificate of incorporation, to be approved and adopted in connection with the Business Combination;

The Advisory Charter Proposals To consider and vote upon, on a non-binding basis, certain governance provisions in the Proposed ParentCo Certificate of Incorporation, presented separately in accordance with SEC requirements. A summary of these provisions is set forth in the “Advisory Charter Proposals (Proposal No. 5)” section of this proxy statement/prospectus. You are encouraged to read them in their entirety;

The Election of Directors Proposal — If the Business Combination Proposal and ParentCo Charter Proposal are approved, to consider and vote, on an advisory and non-binding basis, upon a proposal to elect three directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified; and

The Adjournment Proposal — A proposal to approve the adjournment of the Special Meeting to a later date, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, Nasdaq Proposal, Incentive Plan Proposal, ParentCo Charter Proposal, the Advisory Charter Proposals, and Election of Directors Proposal.
Q:
Are the proposals conditioned on one another?
A:
Yes. Per the Business Combination Agreement, it is a condition to closing of the Transaction that the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Election of Directors Proposal be approved by Iris’s stockholders. As a result, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Election of Directors Proposal are each conditioned on the approval of the others. Neither the ParentCo Charter Proposal, the Advisory Charter Proposals, nor the Adjournment Proposal are conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate a business combination or amend
 
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the Iris Certificate of Incorporation by stockholder approval by December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), we will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to our public stockholders.
Q:
Why are we proposing the ParentCo Charter Proposal and the Advisory Charter proposals?
A:
We are requesting that our stockholders vote upon, on a non-binding advisory basis, a proposal to approve ParentCo’s amended and restated certificate of incorporation, and a proposal to approve certain provisions contained in the Proposed ParentCo Certificate of Incorporation that materially affect stockholder rights. The stockholder vote regarding these proposals is an advisory vote and is not binding on us or the Iris Board. Furthermore, the Business Combination is not conditioned on the approval of the ParentCo Charter Proposal or the Advisory Charter Proposals. Please see the sections entitled “Proposal No. 4 — The ParentCo Charter Proposal” and “Proposal No. 5 — The Advisory Charter Proposals.”
Q:
Why is Iris providing stockholders with the opportunity to vote on the Business Combination?
A:
Our charter requires that we provide all holders of Iris common stock with the opportunity to have their public shares redeemed upon the consummation of our initial business combination in conjunction with either a tender offer or a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than pursuant to a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to provide our public stockholders with the opportunity to redeem their public shares in connection with the closing of the Transactions.
Q:
What will happen in the Business Combination?
A:
At the closing: (i) Liminatus Merger Sub will merge with and into Liminatus, with Liminatus being the surviving company in the merger as a direct wholly-owned subsidiary of ParentCo, and (ii) SPAC Merger Sub will merge with and into Iris, with Iris being the surviving corporation in the merger as a direct wholly-owned subsidiary of ParentCo. Upon consummation of the Business Combination, ParentCo will become the public company and the name of the company will be Liminatus Pharma, Inc. Each public stockholder’s Iris common stock and Iris Public Warrants will be converted into an equivalent number of shares of ParentCo Common Stock and ParentCo Public Warrants as a result of the Transactions. All Iris Private Placement Warrants, except those issued to Cantor, will be forfeited. In accordance with the terms of the Warrant Agreement, the Private Placement Warrants issued to Cantor shall immediately and automatically represent the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant Agreement. The aggregate consideration to be paid in the Transactions to the Liminatus Members will consist of 25.0 million shares of ParentCo Common Stock.
Q:
What equity stake will current Iris stockholders and Liminatus Members hold in ParentCo after the closing?
A:
The following table summarizes the pro forma equity ownership in ParentCo Common Stock immediately following the Business Combination under three redemption scenarios. After the special meeting held by Iris on September 7, 2023, to vote upon a charter amendment to extend the time to complete a business combination until December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), public stockholders properly elected to redeem 1,006,495 shares of common stock, resulting in $4,184,782.23 of funds remaining in the Trust Account (subject to adjustment for such further taxes as may be payable from the Trust Account) and 406,609 shares of Iris common stock held by the public stockholders. For additional information, see the sections entitled “Summary of
 
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the Proxy Statement/Prospectus — Impact of the Business Combination on ParentCo’s Public Float” and “Summary Unaudited Pro Forma Condensed Combined Financial Information.”
Assuming No
Additional
Redemptions(1)(2)
%
Ownership
Assuming
an additional
50%
Redemption(1)(3)
%
Ownership
Assuming
Maximum
Redemptions(1)
%
Ownership
Iris public stockholders
406,609 1.2 203,305 0.6 0 0
Sponsor and independent directors
6,900,000 20.0 6,900,000 20.1 6,900,000 20.2
Deferred underwriting commissions
700,000(4) 2.0 700,000(4) 2.0 700,000(4) 2.1
Equity PIPE Investor
1,500,000 4.3 1,500,000 4.4 1,500,000 4.4
Liminatus Members
25,000,000 72.5 25,000,000 72.9 25,000,000 73.3
Total Shares
34,506,609
100%
34,303,305
100%
34,100,000
100%
Percentages may not add to 100% due to rounding.
(1)
Based on an aggregate of 25,000,000 shares of ParentCo Common Stock, which will be issued as consideration in the Transactions; and does not take into account the dilutive effects of: (i) the exercise of approximately 7,735,555 ParentCo Warrants to purchase ParentCo’s common stock that will be outstanding following the Business Combination, (ii) conversion of the Convertible Notes at a downward adjustment of the conversion price with a floor of $5.00 per share, (iii) any equity awards that may be issued under the proposed Incentive Plan following the Business Combination, or (iv) the Convertible Notes Investment. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders, Sponsor, Iris’s independent directors, Cantor and the Liminatus Members will be different.
(2)
Assumes that no additional stockholders exercise redemption rights.
(3)
Assumes that an additional 50%, or 203,305 shares of Iris Class A Common Stock are redeemed for cash.
(4)
Number of shares determined based on a price of $10.00 per share. Such price is subject to adjustment based on the five day volume-weighted average price prior to the filing of a resale registration statement covering such shares.
Shares to be Issued on a Fully-diluted Basis
Assuming
No
Additional
Redemptions(1)(2)
%
Ownership
Assuming
an additional
50%
Redemption(1)(3)
%
Ownership
Assuming
Maximum
Redemptions(1)
%
Ownership
Iris public stockholders
406,609 0.9 203,305 0.5 0 0
Sponsor and independent directors
6,900,000 15.5 6,900,000 15.6 6,900,000 15.7
Deferred underwriting commissions
700,000(4) 1.6 700,000(4) 1.6 700,000(4) 1.6
Equity PIPE Investor
1,500,000 3.4 1,500,000 3.4 1,500,000 3.4
Convertible Note Investment
2,173,913 4.9 2,173,913 4.9 2,173,913 4.9
Liminatus Members
25,000,000 56.3 25,000,000 56.5 25,000,000 56.8
Public Warrants
6,900,000 15.5 6,900,000 15.6 6,900,000 15.7
Private Placement Warrants
835,555 1.9 835,555 1.9 835,555 1.9
Total Shares
44,416,077
100%
44,212,773
100%
44,009,468
100%
Percentages may not add to 100% due to rounding.
(1)
Based on an aggregate of 25,000,000 shares of ParentCo Common Stock, which will be issued as: (i) consideration in the Transactions, and (ii) the Convertible Notes Investment (assuming conversion at $11.50 per share); and does not take into account the dilutive effects of: (i) the exercise of approximately 7,735,555 ParentCo Warrants to purchase ParentCo’s common stock that will be outstanding following the Business Combination, (ii) conversion of all of the Convertible Notes for 5,000,000 shares of
 
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ParentCo Common Stock at a downward adjustment of the conversion price with a floor of $5.00 per share, or (iii) any equity awards that may be issued under the proposed Incentive Plan following the Business Combination. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders, Sponsor, Iris’s independent directors, Cantor and the Liminatus Members will be different.
(2)
Assumes no additional stockholders exercise redemption rights.
(3)
Assumes that an additional 50%, or 203,305 shares of Iris Class A Common Stock are redeemed for cash.
(4)
Number of shares determined based on a price of $10.00 per share. Such price is subject to adjustment based on the five day volume-weighted average price prior to the filing of a resale registration statement covering such shares.
Q:
Will Iris obtain new financing in connection with the Business Combination?
A:
Yes. Concurrently with the execution of the Business Combination Agreement, and pursuant to the PIPE Equity Subscription Agreement, the PIPE Investor has committed to purchase 1,500,000 shares of ParentCo Common Stock at a purchase price per share of $10.00, for an aggregate purchase price of $15,000,000 (the “PIPE Equity Investment”).
Simultaneously with the PIPE Equity Subscription Agreement, ParentCo and Iris have entered into the Convertible Note Subscription Agreement with the PIPE Subscriber pursuant to which the PIPE Subscriber has committed to subscribe for and purchase 8% convertible notes (the “Convertible Notes”) of and from ParentCo in an aggregate principal amount of $25,000,000 (the “Convertible Notes Investment”) due three years after the closing of the Business Combination, with an initial conversion price of $11.50 per share of ParentCo Common Stock. For a summary of the material terms of the PIPE Equity Subscription Agreement and the Convertible Notes, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Additional Agreements Executed at the Signing of the Business Combination Agreement” for more information.
Q:
What conditions must be satisfied to complete the Transactions?
A:
There are a number of closing conditions in the Business Combination Agreement, including that our stockholders have approved the Transactions and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Transactions, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”
Q:
Why is Iris proposing the Incentive Plan Proposal?
A:
The purpose of the Incentive Plan is to provide eligible employees, directors and consultants of ParentCo the opportunity to receive stock-based incentive awards in order to encourage such persons to contribute materially to the growth of ParentCo and align their economic interests with those of its stockholders.
Q:
What happens if I sell my shares of Iris common stock before the Special Meeting?
A:
The record date for the Special Meeting is                 , 2023, and is earlier than the date on which we expect the Business Combination to be completed. If you transfer your shares of Iris common stock after the record date, but before the Special Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Iris common stock before the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account. Regardless of whether you transfer your shares of Iris common stock before or after the record date, your transferee will be entitled to exercise redemption rights with respect to the shares purchased by following the procedures set forth in this proxy statement/prospectus.
 
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Q:
When and where is the Special Meeting?
A:
The Special Meeting will be held via live webcast on                 , 2023, at 10:00 a.m., Eastern Time. Iris will be holding the Special Meeting virtually at the following URL:         .
Q:
Who may vote at the Special Meeting?
A:
Only holders of record of our common stock as of the close of business on                 , 2023 (the “record date”) may vote at the Special Meeting. As of the close of business on the record date, there were 7,306,609 shares of Iris Class A Common Stock were outstanding and entitled to vote. Our executive officers, directors and affiliates held approximately 94% of the voting power of our outstanding shares of Iris common stock, and all of such shares will be voted in favor of the Business Combination Proposal and other proposals described in this proxy statement/prospectus and presented at the Special Meeting pursuant to the Sponsor Agreement. For additional information, see the section entitled “Special Meeting of Iris Stockholders — Voting Power; Record Date.”
Q:
What constitutes a quorum at the Special Meeting?
A:
A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. If a stockholder fails to vote his, her or its shares online or by proxy, or if a broker fails to vote online or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus, such shares will not be counted for the purposes of establishing a quorum. An abstention from voting, shares represented at the Special Meeting online or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the stockholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting. The Sponsor will count toward this quorum and, pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote all of its Iris Class A Shares owned by it in favor of the Business Combination and the Transactions contemplated thereby. As of the record date for the Special Meeting, the presence online or by proxy of 3,653,305 shares of our common stock is required to achieve a quorum.
Q:
What vote is required to approve the proposals presented at the Special Meeting?
A:
(1)
The Business Combination Proposal — The Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Iris’s common stock, voting as a single class. Accordingly, a stockholder’s failure to vote by proxy or online at the Special Meeting will have the same effect as a vote “AGAINST” the Business Combination Proposal.
(2)
The Nasdaq Proposal — The Nasdaq Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Nasdaq Proposal.
(3)
The Incentive Plan Proposal — The Incentive Plan Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Incentive Plan Proposal.
(4)
The ParentCo Charter Proposal — The ParentCo Charter Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special
 
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Meeting and entitled to vote thereon. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Incentive Plan Proposal. However, the stockholder vote regarding the ParentCo Charter Proposal is an advisory vote, and is not binding on Iris or the Iris Board.
(5)
Advisory Charter Proposals — The Advisory Charter Proposals require the affirmative vote of the majority of the votes cast by stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon. The Advisory Charter Proposals are being voted upon, on an advisory and non-binding basis, to approve certain governance provisions in the Proposed ParentCo Certificate of Incorporation. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions.
(6)
The Election of Directors Proposal — The Election of Directors Proposal requires the affirmative vote of at least a plurality of the votes cast by stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to approve the nominees for director. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Election of Directors Proposal. However, the stockholder vote regarding each of the Election of Directors Proposal is an advisory vote, and is not binding on Iris or the Iris Board.
(7)
The Adjournment Proposal — The Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal.
Q:
May the initial stockholders, Iris’s directors, officers, advisors or their respective affiliates purchase shares in connection with the Business Combination?
A:
At any time prior to the Special Meeting, our initial stockholders, directors, officers, advisors or their respective affiliates may purchase shares of Iris common stock on the open market, and may purchase shares in privately negotiated transactions from stockholders who vote, or indicate an intention to vote, against the Business Combination Proposal, or who have elected or redeem, or indicate an intention to redeem, their shares in connection with the Business Combination, although they are under no obligation to do so. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per share pro rata portion of the Trust Account. However, none of the funds in the Trust Account will be used to make such purchases. Iris’s initial stockholders, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock, to vote their shares in favor of the Business Combination Proposal or to not redeem their shares in connection with the Business Combination. They have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. While the exact nature of such incentives, if any, has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our initial stockholders, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material non-public information relating to Iris or Liminatus, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act. Any such purchases would be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In the event our Sponsor, directors, officers or their affiliates were to purchase shares of Iris common stock from public stockholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
 
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if the Company’s Sponsor, directors, officers or their affiliates were to purchase shares of Iris common stock on the open market from public stockholders, they would do so at a price no higher than the price offered through the Company’s redemption process;

any shares of Iris common stock purchased by the Company’s Sponsor, directors, officers or affiliates would not be voted in favor of approving the Business Combination Proposal;

the Company’s Sponsor, directors, officers or their affiliates would not possess any redemption rights with respect to the Iris common stock or, if they do acquire and possess redemption rights, they would waive such rights; and

the Company would disclose in a Form 8-K, prior to the Special Meeting, the following items:

the amount of Iris common stock purchased outside of the redemption offer by the Company’s Sponsor, directors, officers or their affiliates, along with the purchase price;

the purpose of the purchases by the Company’s Sponsor, directors, officers or their affiliates;

the impact, if any, of the purchases by the Company’s Sponsor, directors, officers or their affiliates on the likelihood that the Business Combination Proposal will be approved;

the identities of Company security holders who sold to the Company’s Sponsor, directors, officers or their affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to the Company’s Sponsor, directors, officers or their affiliates; and

the number of shares of Iris common stock for which the Company has received redemption requests pursuant to its redemption offer.
Q:
How many votes do I have at the Special Meeting?
A:
Iris stockholders of record as of                 , 2023, the record date for the Special Meeting, are entitled to one vote per share of Iris Class A Common Stock at the Special Meeting.
As of the close of business on the record date, there were 7,306,609 shares of Iris Class A Common Stock, 6,900,000 Public Warrants and 5,013,333 Iris Private Placement Warrants to purchase Iris Class A Common Stock outstanding. To achieve a quorum, 3,653,305 shares of Common Stock held by stockholders on the record date will be required to be present in person or by proxy.
Q:
Did the Iris Board obtain a third-party fairness opinion in determining whether or not to proceed with the Business Combination?
A:
No. The Iris Board did not obtain a third-party fairness opinion in respect of the proposed Business Combination. Consequently, you have no assurance from an independent source that the price proposed to be paid for Liminatus is fair from a financial point of view.
Q:
How will the initial stockholders and Iris’s directors and officers vote?
A:
The Sponsor, officers and directors have agreed to: (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Iris Certificate of Incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if Iris fails to complete the initial business combination within required time period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO in favor of the initial business combination.
 
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Q:
What interests do Iris’s current officers and directors have in the Business Combination?
A:
The Sponsor, Iris’s officers and directors and/or their affiliates beneficially own Founder Shares or warrants that they purchased prior to, or simultaneously with, Iris’s initial public offering. The Sponsor and Iris’s executive officers, directors and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. If the Business Combination or another business combination is not approved within the required time period, such securities will be worthless.
Additionally, the Sponsor, Iris’s officers, directors, and any of their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Iris’s behalf, such as identifying and investigating possible business targets and business combinations, and may incur reimbursable expenses that may not be reimbursed or repaid if the transactions are not approved. Such interests may have influenced their decision to approve the Business Combination.
Q:
What happens if I vote against the Business Combination Proposal?
A:
If the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders. For additional information, see the section entitled “Information About Iris — Liquidation if No Business Combination” for more information.
Q:
Do I have redemption rights?
A:
Pursuant to our charter and the Trust Agreement, eligible holders of Iris Class A Shares may elect to have their shares redeemed for cash at a redemption price per share calculated in accordance with our charter, by tendering the Iris Class A Shares of such holder for redemption not later than 5:00 p.m. Eastern Time on the date that is two Business Days prior to the date of the Special Meeting. As of June 30, 2023, this would have amounted to approximately $10.50 per share (net of all applicable taxes payable from the Trust Account). If a holder of public shares properly exercises his, her or its redemption rights, then such holder will be exchanging his, her or its shares of Iris Class A Common Stock for cash and will no longer own such shares. See the section entitled “Special Meeting of Iris Stockholders — Redemption Rights and Procedures” for procedures to be followed if you wish to redeem your shares for cash and not own the ParentCo common stock following consummation of the Business Combination.
After the special stockholders meeting held by Iris on September 7, 2023, to vote upon a charter amendment to extend the time to complete a business combination until December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), public stockholders elected to redeem 1,006,495 shares of common stock, resulting in $4,184,782.23 of funds remaining in the Trust Account and 406,609 shares of Iris Class A Common Stock held by the public stockholders.
Notwithstanding the foregoing, a holder of public shares, together with any of its affiliates or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from exercising redemption rights with respect to an aggregate of 15% or more of the public shares.
Our public stockholders will retain their public warrant even if they redeem their shares. Following the Business Combination, ParentCo may redeem outstanding ParentCo Warrants prior to their expiration at a time that is disadvantageous to the holder thereof, or the ParentCo warrants may never be in the money and expire worthless.
Q:
Do the initial stockholders or Iris’s directors and officers have redemption rights in connection with the Business Combination?
A:
No. The Sponsor, directors and officers have waived their redemption rights with respect to their shares of common stock in connection with the Business Combination.
 
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Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights regardless of whether, or how, you vote your shares of our common stock on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.
Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights you must, prior to 5:00 pm, Eastern Time, on        , 2023 (two business days before the Special Meeting), (i) submit a written request, which includes the name of the beneficial owner of the shares to be redeemed, to our Transfer Agent that we redeem your public shares for cash, and (ii) deliver your stock to our Transfer Agent physically or electronically through The Depository Trust Company (“DTC”). If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights. The address of Continental Stock Transfer & Trust Company, our Transfer Agent, is listed under the question “Who can help answer my questions?” below.
Any demand for redemption, once made, may be withdrawn at any time until the date of the Special Meeting. If you deliver your shares for redemption to our Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that our Transfer Agent return the shares to you (physically or electronically). You may make such request by contacting our Transfer Agent at the address listed under the question “Who can help answer my questions?” below.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
We expect that a U.S. Holder (as defined herein) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Iris common stock generally will be treated as selling such shares in a taxable transaction resulting in recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Iris common stock that such U.S. Holder owns or is deemed to own (including through the Public Warrants and, after the transaction, the shares and warrants of ParentCo) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of a U.S. Holder’s exercise of redemption rights and a description of the U.S. federal income tax consequences for a Non-U.S. Holder’s (as defined herein) exercise of redemption rights, please see the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of Our Common Stock.”
We strongly urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q:
What are the U.S. federal income tax consequences to me as a result of the Business Combination?
A:
Subject to the assumptions, limitations and qualifications described in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders,” it is the opinion of Holland &Knight LLP (“Holland & Knight”) that the Mergers taken together should qualify (in whole or in part) as a tax-deferred exchange for U.S. federal income tax purposes under Section 351 of the Code.
Under Section 351(a) of the Code, persons who receive stock in the exchange must be in control of the corporation immediately after the transaction. Holland & Knight is unable to opine that the Mergers “will” qualify as a tax-deferred transaction under Section 351 of the Code because of certain factual and legal uncertainties as to whether the persons who receive ParentCo Common Stock in the Mergers will be in control of ParentCo immediately after the Mergers for purposes of Section 351(a) of the Code. Under applicable guidance, a person who receives stock in a corporation in an exchange with a prearranged plan to dispose of such stock may not be considered as holding such stock for purposes of determining control of the corporation immediately after the transaction. There are legal uncertainties
 
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as to whether this rule applies to public stockholders that receive stock in an exchange. In addition, there are factual uncertainties regarding who will receive ParentCo Common Stock in the Merger because of the level of redemptions. If none of the public stockholders elect to redeem, then the public stockholders will receive approximately 1.2% of the ParentCo Common Stock received in the Mergers and their plans may be relevant for purposes of determining whether the Mergers satisfy the control requirement and such plans would be very difficult to ascertain. While Holland & Knight believes that the plans of unknown public stockholders should not matter for this purpose, there is a lack of clear guidance on this issue.
In addition, for U.S. federal income tax purposes the SPAC Merger may qualify as a tax-deferred reorganization under Section 368(a) of the Code to the extent that the applicable requirements are satisfied. If the SPAC Merger only qualifies as a tax-deferred exchange under Section 351 of the Code and does not qualify as a tax-deferred reorganization under Section 368(a) of the Code, then the exchange of Public Warrants for ParentCo warrants in the SPAC Merger would not qualify for tax-deferred treatment and would be taxable as further described in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders.” There are significant factual and legal uncertainties as to whether the SPAC Merger will qualify as a tax-deferred reorganization under Section 368(a) of the Code, and such qualification is not a condition of the Business Combination, including that the assets of Iris are only investment-type assets and that it cannot be determined until following the closing of the Business Combination whether ParentCo will continue a significant line of Iris’s historic business or use a significant portion of Iris’s historic business assets. Under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as Iris, and there are significant factual and legal uncertainties concerning the determination of this requirement. Moreover, qualification of the SPAC Merger as a tax-deferred reorganization under Section 368(a) of the Code is based on facts that will not be known until or following the closing of the Business Combination (such as the level of redemptions). As a result, Holland & Knight is unable to opine as to whether the SPAC Merger constitutes a reorganization under Section 368(a) of the Code. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination will so qualify as a tax-deferred reorganization under Section 368(a) of the Code.
The parties intend to report the Mergers taken together as a tax-deferred exchange under Section 351 of the Code. However, any change that is made after the date hereof in any of the foregoing bases for the intended tax treatment, including any inaccuracy of the facts or assumptions upon which such expectations were based, could adversely affect the intended tax treatment. You are strongly urged to consult your tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences of the Business Combination (including the SPAC Merger) to you. Please see the section entitled “Material U.S. Federal Income Tax Considerations.”
Q:
If I am an Iris warrant holder, can I exercise redemption rights with respect to my warrants?
A:
No. The holders of Iris warrants have no redemption rights with respect to Iris warrants or any shares of our common stock underlying Iris warrants. Upon consummation of the Transactions, Iris warrants shall, by their terms, entitle the holders to purchase shares of ParentCo Common Stock in lieu of shares of Iris Class A Common Stock at an exercise price of $11.50 per share (subject to adjustment).
Q:
How do the Public Warrants differ from the Private Placement Warrants, and what are the related risks for any Public Warrant holders post Business Combination?
A:
The Private Placement Warrants (including the underlying shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination (except, in certain limited circumstances, to Iris’s officers, directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants), and they will not be redeemable by us so long as they are held by the initial purchasers of the Private Placement Warrants or their or its permitted transferees. The initial purchasers,
 
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or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by Iris (or ParentCo after the consummation of the Business Combination) for cash and exercisable by the holders on the same basis as the Public Warrants.
Public Warrant holders should understand the following risks relating to the Public Warrants following the Business Combination:

Public Warrant holders will only be able to exercise their warrants on a “cashless basis” if ParentCo does not maintain a current and effective prospectus relating to the shares of ParentCo Common Stock issuable upon exercise of the warrants;

that the market price of ParentCo Common Stock may never equal or exceed the exercise price of the warrants;

ParentCo may redeem the Public Warrants prior to their exercise at a time that is disadvantageous to Public Warrantholders, thereby making such warrants worthless. More specifically, ParentCo will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the ParentCo Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which ParentCo gives proper notice of such redemption and there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. For context, recent common stock trading prices have not met or exceeded the $18.00 threshold that would allow ParentCo to redeem the Public Warrants. Redemption of the outstanding Public Warrants could force holders: (i) to exercise ParentCo Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders to do so, (ii) to sell ParentCo Public Warrants at the then-current market price when they might otherwise wish to hold their ParentCo Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding ParentCo Public Warrants are called for redemption, is likely to be substantially less than the market value of the ParentCo Public Warrants.
Q:
Are the Company’s Public Warrants currently redeemable?
A:
Pursuant to the Warrant Agreement, the Company's Public Warrants are not currently redeemable.
Q:
How will the Company notify its stockholders if the Public Warrants become eligible for redemption?
A:
Pursuant to the Warrant Agreement, we have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, if, among other things, the closing price of a share of Iris Class A Common Stock equals or exceeds $18.00 per share. In the event that the Company elects to redeem all of the Public Warrants, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty days prior to the Redemption Date to the Registered Holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books.
We are not contractually obligated to notify investors when our warrants become eligible for redemption and do not intend to so notify investors upon eligibility of the warrants for redemption, unless and until we elect to redeem such warrants pursuant to the terms of the Warrant Agreement.
Q:
Do I have appraisal rights if I object to the proposed Business Combination?
A:
There are no appraisal rights available to our stockholders in connection with the Business Combination.
 
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Q:
What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A:
If the Business Combination is consummated, the funds held in the Trust Account will be released to us, and those funds will be used to pay or fund: (i) the redemption price for shares of Iris Class A Common Stock redeemed by our stockholders who properly exercise redemption rights, (ii) fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by or on behalf of Iris, ParentCo, Liminatus and the Merger Subs in connection with the Business Combination and the other transactions contemplated by the Business Combination Agreement, and (iii) general corporate purposes of ParentCo, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. For additional information, see the section entitled “Certain Relationships and Related Transactions — Iris’s Related Party Transactions.
Q:
What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Public stockholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders.
However, the consummation of the Business Combination is conditioned upon, among other things, approval and adoption by holders of our common stock of the: (i) Transactions and (ii) the Business Combination Agreement.
In addition, with fewer shares of ParentCo Common Stock and public stockholders, the trading market for ParentCo Common Stock may be less liquid than the market for shares of ParentCo Common Stock was prior to consummation of the Business Combination and ParentCo may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into ParentCo’s business will be reduced.
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Business Combination Agreement may be terminated. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal” for information regarding the parties’ specific termination rights.
If, as a result of the termination of the Business Combination Agreement or otherwise, we are unable to complete the Transactions or another business combination transaction by December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board) or amend our charter by approval of Iris stockholders to extend such date, our charter provides that we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of all applicable taxes payable from the Trust Account and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Iris’s remaining stockholders and the Iris Board, liquidate and dissolve, subject, in each case, to Iris’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
We expect that the amount of any distribution our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. Holders of our Founder Shares have waived any right to any liquidation distribution with respect to those shares.
 
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In the event of liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.
Q:
When is the Business Combination expected to be completed?
A:
We currently anticipate that the Business Combination will be consummated within two days following the Special Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived in accordance with the Business Combination Agreement. In any event, we expect the closing of the Transactions to occur on or prior to                 , 2023.
For a description of the conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”
Q:
What do I need to do now?
A:
Whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 24, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of our common stock on                 , 2023, the record date for the Special Meeting, you may vote with respect to the proposals online at the Special Meeting or any adjournment thereof, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly represented and voted at the meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a legal proxy from your broker, bank or nominee.
Q:
What will happen if I abstain from voting or fail to vote at the Special Meeting?
A:
At the Special Meeting, if you abstain from voting with respect to a particular proposal, your shares will be counted as present for purposes of establishing a quorum. A failure to vote or abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal. If a valid quorum is established, a failure to vote or an abstention will have no effect on the outcome of each of the Nasdaq Proposal, ParentCo Charter Proposal, Incentive Plan Proposal, Advisory Charter Proposals, Election of Directors Proposal or Adjournment Proposal.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders at the Special Meeting or any adjournment thereof.
Q:
If I am not going to attend the Special Meeting, should I return my proxy card instead?
A:
Yes. Whether you plan to attend the Special Meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by
 
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your broker, bank, or nominee. We believe the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining the existence of a quorum at the Special Meeting so long as a stockholder has given the broker or other nominee voting instructions on at least one of the proposals set forth in this proxy statement/prospectus. However, broker non-votes will not be counted as “votes cast” at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to our Transfer Agent at the address listed under the question “Who can help answer my questions?” below so that it is received by the Transfer Agent prior to the Special Meeting, or attend the Special Meeting online and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.
Please note, however, that if on the record date, your shares were held not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting online, you must follow the instructions included with the enclosed proxy card.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
We will pay the cost of soliciting proxies for the Special Meeting. We have engaged Alliance Advisors, LLC (the “Proxy Solicitor”) to assist in the solicitation of proxies for the Special Meeting. We will pay a fee of $15,000 plus a per call fee for any incoming or outgoing stockholder calls for such services. We will reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:
Iris Acquisition Corp
3rd Floor Zephyr House
122 Mary Street, George Town
PO Box 10085
Grand Cayman KY1-1001, Cayman Islands
 
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You may also contact the Proxy Solicitor at:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Toll Free: 844-670-2141
Email: IRAA@allianceadvisors.com
To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.
You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you intend to seek redemption of your Iris Class A Common Stock, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be considered at the Special Meeting, including the Business Combination Proposal, whether or not you plan to attend the Special Meeting, we urge you to read this entire proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 24. See also the section entitled “Where You Can Find More Information.”
Unless otherwise specified, all share amounts and share calculations: (i) assume no exercise of redemption rights by our public stockholders, (ii) assume that an aggregate of 25.0 million shares of ParentCo Common Stock will be issued to the Liminatus Members as consideration in the Business Combination, and (iii) do not include (A) any warrants to purchase ParentCo Common Stock that will be outstanding following the Business Combination, or (B) any equity awards that may be issued under the proposed Incentive Plan following the Business Combination.
Parties to the Business Combination
IRIS ACQUISITION CORP
Iris is a blank check company, incorporated in Delaware, formed in November 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination. Based on its business activities, Iris is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
Iris’s Class A Common Stock is currently listed on Nasdaq under the symbol “IRAA”. Iris’s Redeemable Warrants are currently listed on Nasdaq under the symbol “IRAAW”. Additionally, shares of Iris’s Class A Common Stock and Iris’s Redeemable Warrants trade as Units consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant, and are listed on Nasdaq under the symbol “IRAAU” ​(the “Units”). The Units will automatically separate into their component securities upon consummation of the Business Combination and those component securities will be converted into ParentCo securities and, as a result, Class A Common Stock, Redeemable Warrants, and the Units will no longer trade as independent securities.
The mailing address of Iris’s principal executive office is 3rd Floor Zephyr House, 122 Mary Street, George Town, PO Box 10085, Grand Cayman, KY1-1001, Cayman Islands, and its telephone number is 971 4 3966949.
IRIS PARENTCO HOLDING CORP..
ParentCo, a Delaware corporation, was formed on November 23, 2022 to consummate the Business Combination. Following the Transactions, ParentCo will serve as the publicly traded holding company for Liminatus. ParentCo will apply to list its common stock and warrants on Nasdaq under the symbols “LIMN” and “LIMNW,” respectively, upon the closing of the Business Combination.
The financial statements of ParentCo have been omitted because this entity has no assets, has not commenced operations and has not engaged in any business or other activities except in connection with its formation. ParentCo does not have any contingent liabilities or commitments.
LIMINATUS PHARMA, LLC
Liminatus, a Delaware limited liability company, is a clinical-stage biopharmaceutical company developing novel, immune-modulating cancer therapies formed on April 12, 2018. In the Business Combination, Liminatus will become a wholly-owned subsidiary of ParentCo.
The business address of Liminatus’s principal executive office 6 Centerpointe Dr. #625, La Palma, California 90623.
 
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SPAC MERGER SUB, INC.
SPAC Merger Sub, a Delaware corporation, is a direct wholly-owned subsidiary of ParentCo formed on November 23, 2022 to consummate the Business Combination. SPAC Merger Sub owns no material assets and does not operate any business. In the Business Combination, SPAC Merger Sub will merge with and into Iris, with Iris being the surviving entity and wholly-owned subsidiary of ParentCo. After the consummation of the Business Combination, SPAC Merger Sub will cease to exist.
The mailing address of SPAC Merger Sub’s principal executive office is 6 Centerpointe Dr. #625, La Palma, California 90623.
LIMINATUS PHARMA MERGER SUB, INC.
Liminatus Merger Sub, a Delaware corporation, is a direct wholly-owned subsidiary of ParentCo formed on November 23, 2022 to consummate the Business Combination. Liminatus Merger Sub owns no material assets and does not operate any business. In the Business Combination, Liminatus Merger Sub will merge with and into Liminatus, with Liminatus being the surviving entity and wholly-owned subsidiary of ParentCo. After the consummation of the Business Combination, Liminatus Merger Sub will cease to exist.
The Business Combination Agreement
This section describes the material terms of the Business Combination Agreement. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and which is incorporated by reference in this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Business Combination Agreement that is important to you. You are encouraged to read the Business Combination Agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Iris, SPAC Merger Sub, Liminatus Merger Sub, ParentCo or Liminatus. Such information can be found elsewhere in this proxy statement/prospectus.
The Business Combination Agreement provides that, subject to the conditions described herein, (a) SPAC Merger Sub will merge with and into Iris, with Iris surviving the SPAC Merger as a wholly-owned subsidiary of ParentCo, and (b) Liminatus Merger Sub will merge with and into Liminatus, with Liminatus surviving the Liminatus Merger as a wholly-owned subsidiary of ParentCo. The aggregate consideration to be paid in the Transactions to the direct and indirect owners of Liminatus will consist of 25.0 million shares of ParentCo’s common stock. The number of shares comprising the equity consideration was determined based on a $10.00 per share value for ParentCo’s common stock.
Pursuant to the Business Combination Agreement: (i) immediately prior to the Effective Time, every issued and outstanding Iris Unit will be automatically separated and broken out into its constituent parts and the holder thereof shall be deemed to hold one Iris Class A Share and one-fourth of one whole Public Warrant, and such underlying constituent securities of Iris shall be converted in accordance with the applicable terms of the Business Combination Agreement, and in accordance with the terms of the Warrant Agreement, no fractional Public Warrants shall be issued upon separation of the outstanding Iris Units, but shall instead be rounded down to the nearest whole Public Warrant, (ii) at the Effective Time, each issued and outstanding Iris Class A Share will be converted automatically into and thereafter represent the right to receive one share of ParentCo Common Stock, following which all Iris Class A Shares will cease to be outstanding and will automatically be canceled and will cease to exist, and the holders of certificates previously evidencing Iris Class A Shares outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares, except as provided in the Business Combination Agreement or by applicable Law, and each certificate formerly representing Iris Class A Shares will thereafter represent only the right to receive the relevant amount for such Iris Class A Shares in accordance with the applicable provisions of law and Iris’s governing documents, (iii) at the Effective Time, each issued and outstanding Public Warrant will, in accordance with the terms of the Warrant Agreement, immediately and automatically represent a ParentCo Public Warrant, (iv) at the Effective Time, each issued and outstanding Private Placement Warrant, except those issued to Cantor, will be forfeited. In accordance with the terms of the Warrant Agreement, the Private Placement Warrants issued to Cantor shall immediately and automatically
 
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represent a ParentCo Private Placement Warrant, (v) in accordance with the terms of the Warrant Agreement, the Private Placement Warrants issued to Cantor shall immediately and automatically represent the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant Agreement, and (vi) at the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time will be converted into an equal number of shares of common stock of Iris each of which is held by ParentCo, with the same rights, powers and privileges as the shares so converted, and such shares will constitute the only outstanding shares of capital stock of Iris.
The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules (the “disclosure schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and which were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Iris, SPAC Merger Sub, Liminatus Merger Sub, ParentCo or Liminatus or any other matter. See “Proposal No. 1 — Business Combination Proposal — The Business Combination Agreement” for additional detail on these provisions.
Terms of the Business Combination
Consideration
The aggregate consideration to be paid in the Transactions to the direct or indirect owners of Liminatus will consist of 25.0 million shares of ParentCo Common Stock. The number of shares comprising the equity consideration was determined based on $10.00 per share value for the ParentCo Common Stock.
Redemptions
Pursuant to our charter and the Trust Agreement (defined below), eligible holders of Iris Class A Shares may elect to redeem all or a portion of such holder’s Iris Class A Shares (the “SPAC Share Redemptions”), at the per-share price, payable in cash, equal to such holder’s pro rata share of Iris’s trust account, by tendering the Iris Class A Shares of such holder for redemption not later than 5:00 p.m. Eastern Time on the date that is two Business Days prior to the date of the Special Meeting.
Listing of New ParentCo Common Stock
Shares of ParentCo Common Stock and ParentCo Public Warrants are expected to be listed on Nasdaq under the symbols “LIMN” and “LIMNW”, respectively.
Representations and Warranties and Covenants
Each of the parties to the Business Combination Agreement have made representations, warranties and covenants in the Business Combination Agreement that are customary for transactions of this nature.
Conditions to Each Party’s Obligations
Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, and conditions customary to special purpose acquisition companies, including the approval of Iris’s stockholders and Liminatus’s members. In addition, consummation of the Transactions is subject to other closing conditions, including, among others: (a) if required, the
 
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expiration of the waiting period (or extension thereof) under the Hart-Scott Rodino Antitrust Improvement Act of 1976 (the “HSR Act”), (b) the absence of any order, writ, judgment, injunction, temporary restraining order, stipulation, determination, decree or award entered by or with or under the authority of any governmental entity or arbitral institution in effect enjoining or prohibiting the consummation of the Transactions, and the absence of any law that makes consummation of the Transactions illegal or otherwise prohibited, (c) approval by Iris’s stockholders at the Special Meeting of the Transactions, the adoption of the Incentive Plan, and the appointment of members of the ParentCo Board, (d) the registration statement of which this proxy statement/prospectus is a part shall have become effective, no stop order shall have been issued by the SEC and remain in effect and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending, (e) receipt of approval for listing on Nasdaq for the shares of ParentCo Common Stock to be issued in connection with the Mergers, (f) delivery by the other parties of all closing deliveries, documents and other items required to be delivered by such parties as required by the Business Combination Agreement, and (g) the completion of the PIPE Equity Investment and Convertible Notes Investment.
Termination
The Business Combination Agreement may be terminated and the transactions contemplated by the Business Combination Agreement abandoned at any time prior to the closing only as follows:

by the mutual written consent of Liminatus and Iris;

by Liminatus or Iris by written notice to the other Party if any applicable law is in effect making the consummation of the transactions contemplated by the Business Combination Agreement illegal or any final, non-appealable order is in effect permanently preventing the consummation of the transactions contemplated by the Business Combination Agreement; provided, however, that the right to terminate the Business Combination Agreement pursuant to this provision shall not be available to any party whose breach of any representation, warranty, covenant or agreement of the Business Combination Agreement resulted in or caused such final, non-appealable order or other action (including, with respect to Liminatus, any breach by ParentCo);

by Liminatus or Iris by written notice to the other Party if the consummation of the transactions contemplated by the Business Combination Agreement shall not have occurred on or before the Outside Date; provided, however, that the right to terminate the Business Combination Agreement under this provision shall not be available to any party that has materially breached any of its representations, warranties, covenants or agreements under the Business Combination Agreement (including, with respect to Liminatus, any breach by ParentCo) if such material breach is the primary cause of or has resulted in the failure of the transactions contemplated by the Business Combination Agreement to be consummated on or before such date;

by Liminatus by written notice to Iris if Iris breaches any of its representations or warranties contained in the Business Combination Agreement or breaches or fails to perform any of its covenants contained in the Business Combination Agreement, which breach or failure to perform: (i) would render a condition precedent to Liminatus’s obligations to consummate the transactions set forth in Section 4.1(c)(i) or Section 4.1(c)(ii) of the Business Combination Agreement not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to Iris by Liminatus, cannot be cured or has not been cured by the earlier of the Outside Date and thirty (30) days after receipt of such written notice and Liminatus has not waived in writing such breach or failure; provided, however, that the right to terminate the Business Combination Agreement under this provision shall not be available to Liminatus if Liminatus is then in material breach of any representation, warranty, covenant or agreement contained in the Business Combination Agreement;

by Iris by written notice to Liminatus if Liminatus breaches any of its representations or warranties contained in the Business Combination Agreement or Liminatus breaches or fails to perform any of its covenants contained in the Business Combination Agreement, which breach or failure to perform: (i) would render a condition precedent to Iris’s obligations to consummate the transactions set forth in Section 4.1(b)(i) or Section 4.1(b)(ii) of the Business Combination Agreement not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to Liminatus by Iris, cannot be cured or has not been cured by the earlier of the Outside Date and thirty (30)
 
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days after the delivery of such written notice and Iris has not waived in writing such breach or failure; provided, however, that the right to terminate the Business Combination Agreement under this provision shall not be available to Iris if Iris is then in material breach of any representation, warranty, covenant or agreement contained in the Business Combination Agreement;

by Liminatus by written notice to Iris if Iris fails to complete an extension of the deadline by which it must complete its business combination by December 31, 2022;

by Liminatus by written notice to Iris if Iris fails, at any time prior to the Effective Time, to maintain the listing of publicly traded equity securities of Iris on Nasdaq or other national securities exchange acceptable to Liminatus;

by Liminatus or Iris by written notice to the other party if the required vote of Iris’s stockholders is not obtained at the Special Meeting of Iris’s stockholders (subject to any adjournment or postponement thereof);

by written notice from Iris to Liminatus if the approval by Liminatus’s members of the Transactions is not obtained within ten (10) Business Days after the proxy/registration statement to be filed by ParentCo has become effective; and

by written notice by Iris to Liminatus, if there shall have been a Material Adverse Effect (as defined in the Business Combination Agreement) following the date of the Business Combination Agreement which is uncured and continuing.
In the event of the valid termination of the Business Combination Agreement pursuant to the subsections above, the Business Combination Agreement shall immediately become null and void, without any liability on the part of any party or any other person, and all rights and obligations of each party shall cease; provided that: (a) the agreements contained in Section 8.5, Section 8.9, Section 8.10, Section 10.2 and Article XI of the Business Combination Agreement survive any termination of the Business Combination Agreement and remain in full force and effect, and (b) no such termination shall relieve any party from any liability arising out of or incurred as a result of its fraud or its willful and material breach of the Business Combination Agreement prior to such termination (subject to Section 11.10 of the Business Combination Agreement). Without limiting the foregoing, and except as provided in Section 8.10 and Section 10.2 of the Business Combination Agreement (but subject to Section 11.10 of the Business Combination Agreement) and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 11.11 of the Business Combination Agreement, the parties’ sole right prior to the closing of the Transactions with respect to any breach of any representation, warranty, covenant or other agreement contained in the Business Combination Agreement by another party or with respect to the transactions contemplated by the Business Combination Agreement shall be the right, if applicable, to terminate the Business Combination Agreement as set forth above.
Additional Agreements Executed at the Signing of the Business Combination Agreement
The Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, Iris, Liminatus, and Iris Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) appear at the Special Meeting and vote all of its shares of Iris Class A Common Stock it holds or has the power to vote (including any acquired in future) in favor of the Business Combination Agreement and the Transactions contemplated thereby, (ii) be bound by certain transfer restrictions with respect to its shares of Iris Class A Common Stock, and (iii) not redeem any of its shares of Iris Class A Common Stock in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached hereto as Annex D and is incorporated herein by reference.
 
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PIPE Subscription Agreement and Convertible Note Subscription Agreement
Concurrently with the execution of the Business Combination Agreement, ParentCo and Iris have entered into the PIPE Equity Subscription Agreement with the PIPE Investor pursuant to which the PIPE Investor has committed to purchase the PIPE Shares, for an aggregate purchase price of $15,000,000. The obligations to consummate the transaction contemplated by the PIPE Equity Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.
Simultaneously with the PIPE Equity Subscription Agreement, ParentCo and Iris have entered into the Convertible Note Subscription Agreement with the PIPE Subscriber pursuant to which the PIPE Subscriber has committed to subscribe for and purchase the Convertible Notes of and from ParentCo in an aggregate principal amount of $25,000,000 due three years after the closing of the Business Combination, with an initial conversion price of $11.50 per share of ParentCo Common Stock, which is subject to future downward adjustment based upon the market price of the publicly traded ParentCo Common Stock. The obligations to consummate the transactions contemplated by the Convertible Note Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.
In connection with the PIPE Equity Investment and the Convertible Notes Investment, ParentCo will grant the PIPE Investor and PIPE Subscriber certain customary registration rights as described under “Registration Rights Agreement”. The PIPE Shares and the shares underlying the Convertible Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the availability of an exemption from such registration.
The foregoing descriptions of the PIPE Equity Subscription Agreement and the Convertible Note Subscription Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the PIPE Equity Subscription Agreement, Convertible Note Subscription Agreement and the form of Convertible Note, copies of which are attached hereto as Annex E, Annex F and Annex G, respectively, and are incorporated herein by reference.
Sponsor Forfeiture Agreement
Concurrently with the execution of the Business Combination Agreement, the Sponsor and Iris entered into a Sponsor Forfeiture Agreement (the “Forfeiture Agreement”), pursuant to which the Sponsor agreed to forfeit 4,177,778 private placement warrants effective immediately prior to the closing.
The foregoing description of the Forfeiture Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Forfeiture Agreement, a copy of which is attached hereto as Annex H and is incorporated herein by reference.
Lock-Up Agreement
Concurrently with the execution of the Business Combination Agreement, ParentCo entered into a Lock-Up Agreement (“Lock-Up Agreement”) with Sponsor, and certain Liminatus Members with respect to the shares of ParentCo Common Stock that will be issued as consideration under the Business Combination Agreement. The Lock-Up Agreement includes, among other things, the following provisions:
Certain Liminatus Members will not be able to transfer any shares of ParentCo Common Stock beneficially owned or otherwise held by them for a period that is the earlier of: (a) for one-third of the shares, six months after the date of closing, for one-third of the shares, twelve months after the date of closing; and for one-third of the shares, twenty-four months after the date of closing; (b) the date on which the closing price of the ParentCo Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) for any 20 trading days within any 30-trading day period or (c) the date on which ParentCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ParentCo’s stockholders having the right to exchange their shares of ParentCo common stock for cash, securities or other property.
 
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The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement, a copy of which is attached hereto as Annex I and is incorporated herein by reference.
Management and Board of Directors Following the Business Combination
In connection with the closing, all of the officers and directors of Iris will resign and Mr. Chris Kim will be appointed as the President and Chief Executive Officer, Mr. Scott Dam, will be appointed as Chief Financial Officer, Mr. Byong C Yoo will be appointed Chief Science Officer, Mr. Sang-jin Daniel Lee will be appointed Head of Research and Development, and Mr. Beom K. Choi, will be appointed as Chief Technology Officer. Effective as of the closing, the ParentCo Board will consist of three members, of which two members will be designated by Liminatus and one member will be designated by Iris. ParentCo intends to rely on the Nasdaq exemption from certain corporate governance requirements in Nasdaq Equity Rule 5615, which permits a company listing in connection with its initial public offering to delay compliance with the majority independent board requirement in Nasdaq Rule 5605(b) until the date that is twelve months from the date of the initial listing. See section titled “Management of ParentCo Following the Business Combination” for additional information.
Redemption Rights
Pursuant to our charter and the Trust Agreement, eligible holders of the Iris Class A Shares may elect to have their shares redeemed for cash at a redemption price per share calculated in accordance with our charter, by tendering the Iris Class A Shares of such holder for redemption not later than 5:00 p.m. Eastern Time on the date that is two Business Days prior to the date of the Special Meeting. As of June 30, 2023, this would have amounted to approximately $10.50 per share (net of all applicable taxes payable from the Trust Account). If a holder of public shares properly exercises his, her or its redemption rights, then such holder will be exchanging his, her or its shares of Iris Class A Common Stock for cash and will no longer own such shares. See the section entitled “Special Meeting of Iris Stockholders — Redemption Rights and Procedures” for procedures to be followed if you wish to redeem your shares for cash and not own the ParentCo common stock following consummation of the Business Combination.
After the special stockholders meeting held by Iris on September 7, 2023, to vote upon a charter amendment to extend the time to complete a business combination until December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), public stockholders elected to redeem 1,006,495 shares of common stock, resulting in $4,184,782.23 of funds remaining in the Trust Account and 406,609 shares of Iris Class A Common Stock held by the public stockholders.
Notwithstanding the foregoing, a holder of public shares, together with any of its affiliates or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from exercising redemption rights with respect to an aggregate of 15% or more of the public shares.
Impact of the Business Combination on ParentCo’s Public Float
The following table summarizes the pro forma equity ownership in ParentCo Common Stock immediately following the Business Combination under three redemption scenarios.
Assuming No
Additional
Redemptions(1)(2)
%
Ownership
Assuming
an additional
50%
Redemption(1)(3)
%
Ownership
Assuming
Maximum
Redemptions(1)
%
Ownership
Iris public stockholders
406,609 1.2 203,305 0.6 0 0
Sponsor and independent directors
6,900,000 20.0 6,900,000 20.1 6,900,000 20.2
Deferred underwriting commissions
700,000(4) 2.0 700,000(4) 2.0 700,000(4) 2.1
Equity PIPE Investor
1,500,000 4.3 1,500,000 4.4 1,500,000 4.4
Liminatus Members
25,000,000 72.5 25,000,000 72.9 25,000,000 73.3
Total Shares
34,506,609
100%
34,303,305
100%
34,100,000
100%
 
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Percentages may not add to 100% due to rounding.
(1)
Based on an aggregate of 25,000,000 shares of ParentCo Common Stock, which will be issued as consideration in the Transactions; and does not take into account the dilutive effects of: (i) the exercise of approximately 7,735,555 ParentCo Warrants to purchase ParentCo’s common stock that will be outstanding following the Business Combination, (ii) conversion of the Convertible Notes at a downward adjustment of the conversion price with a floor of $5.00 per share, (iii) any equity awards that may be issued under the proposed Incentive Plan following the Business Combination, or (iv) the Convertible Notes Investment. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders, Sponsor, Iris’s independent directors, Cantor and the Liminatus Members will be different.
(2)
Assumes that no additional stockholders exercise redemption rights.
(3)
Assumes that an additional 50%, or 203,305 shares of Iris Class A Common Stock are redeemed for cash.
(4)
Number of shares determined based on a price of $10.00 per share. Such price is subject to adjustment based on the five day volume-weighted average price prior to the filing of a resale registration statement covering such shares.
Shares to be Issued on a Fully-diluted Basis
Assuming No
Additional
Redemptions(1)(2)
%
Ownership
Assuming
an additional
50%
Redemption(1)(3)
%
Ownership
Assuming
Maximum
Redemptions(1)
%
Ownership
Iris public stockholders
406,609 0.9 203,305 0.5 0 0
Sponsor and independent
directors
6,900,000 15.5 6,900,000 15.6 6,900,000 15.7
Deferred underwriting commissions
700,000(4) 1.6 700,000(4) 1.6 700,000(4) 1.6
Equity PIPE Investor
1,500,000 3.4 1,500,000 3.4 1,500,000 3.4
Convertible Note Investment
2,173,913 4.9 2,173,913 4.9 2,173,913 4.9
Liminatus Members
25,000,000 56.3 25,000,000 56.5 25,000,000 56.8
Public Warrants
6,900,000 15.5 6,900,000 15.6 6,900,000 15.7
Private Placement Warrants
835,555 1.9 835,555 1.9 835,555 1.9
Total Shares
44,416,077
100%
44,212,773
100%
44,009,468
100%
Percentages may not add to 100% due to rounding.
(1)
Based on an aggregate of 25,000,000 shares of ParentCo Common Stock, which will be issued as: (i) consideration in the Transactions, and (ii) the Convertible Notes Investment (assuming conversion at $11.50 per share); and does not take into account the dilutive effects of: (i) the exercise of approximately 7,735,555 ParentCo Warrants to purchase ParentCo’s common stock that will be outstanding following the Business Combination, (ii) conversion of the Convertible Notes at a downward adjustment of the conversion price with a floor of $5.00 per share, or (iii) any equity awards that may be issued under the proposed Incentive Plan following the Business Combination. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders, Sponsor, Iris’s independent directors, Cantor and the Liminatus Members will be different.
(2)
Assumes no additional stockholders exercise redemption rights.
(3)
Assumes that an additional 50%, or 203,305 shares of Iris Class A Common Stock are redeemed for cash.
(4)
Number of shares determined based on a price of $10.00 per share. Such price is subject to adjustment based on the five day volume-weighted average price prior to the filing of a resale registration statement covering such shares.
 
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Deferred Underwriting Commission
$8,000,000 in deferred underwriting commissions in connection with the IPO will be released to the underwriters only on completion of the Business Combination, which represents up to 3.0% of the gross proceeds of the IPO. Below is a summary of the total deferred underwriting commission to be paid upon closing of the Business Combination, assuming (i) no additional redemptions, (ii) an additional 50% of the maximum redemptions and (iii) maximum redemptions.
Underwriting Fee
No
Additional
Redemptions
Additional
50%
Redemptions
Maximum
Redemptions
Redemptions ($)
$ 0 $ 2,033,050 $ 4,066,090
Redemptions (Shares)
0 203,305 406,609
Effective Underwriting (Total Underwriting less redemptions)
$ 4,184,782 $ 2,092,391 $ 0
Total Deferred Fee (%)
3.00% 3.00% 3.00%
Total Deferred Underwriting Fee ($)
$ 8,000,000 $ 8,000,000 $ 8,000,000
Effective Deferred Underwriting Fee (as a percentage of (cash left in
Trust Account post redemptions))
191.17% 382.34% 0.00%
Satisfaction of 80% Test
Nasdaq rules require that our Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted). We refer to this as the 80% of net assets test. As of November 30, 2022, the date of the execution of the Business Combination Agreement, the balance of the Trust Account was approximately $276 million (excluding taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $220.8 million. In reaching its conclusion that the proposed Business Combination meets the 80% of net assets test, the Iris Board used as a fair market value the enterprise value of approximately $250 million, which was implied based on the terms of the transactions agreed to by the parties in negotiating the Business Combination Agreement. In determining whether the enterprise value described above represents the fair market value of Liminatus, the Iris Board considered all of the factors described above under “— Iris’s Directors’ Reasons for the Approval of the Business Combination” and the fact that the purchase price for the Business Combination was the result of an arm’s length negotiation. As a result, the Iris Board concluded that the fair market value of Liminatus was significantly in excess of 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account).
Board of Directors of ParentCo Following the Business Combination
Effective as of the closing, the ParentCo Board will consist of three members, of which the following two members will be designated by Liminatus: Mr. Chris Kim, Ms. Eun Sook Lee, and Dr. Eun Sook Lee, and one member will be designated by Iris: Nicholas Fernandez. ParentCo intends to rely on the Nasdaq exemption from certain corporate governance requirements in Nasdaq Equity Rule 5615, which permits a company listing in connection with its initial public offering to delay compliance with the majority independent board requirement in Nasdaq Rule 5605(b) until the date that is twelve months from the date of the initial listing. For additional information, see the section entitled “Management of ParentCo Following the Business Combination.
Tax Considerations
For a detailed discussion of the material U.S. federal income tax consequences of the Business Combination, please see the section entitled “Material U.S. Federal Income Tax Considerations.”
Expected Accounting Treatment of the Business Combination
The Business Combinations will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded in accordance with GAAP. Under this method of accounting, Iris will be
 
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treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combinations will be treated as the equivalent of Liminatus issuing stock for the net assets of Iris, accompanied by a recapitalization. The net assets of Iris will be stated at historical cost, which approximates fair value, with no goodwill or other intangible assets recorded. Operations prior to the Business Combinations will be those of Liminatus.
Appraisal Rights
Appraisal rights are not available to holders of Iris common stock in connection with the Business Combination.
Regulatory Approvals
The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for: (i) filings under the HSR Act and the expiration of any applicable waiting period thereunder, and (ii) filings required with the SEC pursuant to the reporting requirements applicable to Iris, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate it to its stockholders.
Sources and Uses of Funds
The following tables summarize the sources and uses for funding the Business Combination, assuming none of Iris’s outstanding shares of Iris Class A Common Stock are redeemed in connection with the Business Combination.
Sources of funds
$ Millions
SPAC Cash in Trust
$ 4.2
Cash on Balance Sheet
0.3
Private Placement of Common Equity (PIPE)
15.0
Private Placement of Convertible Note
25.0
Total Sources of Funds
$ 44.5
Uses of funds
$Millions
Loan Payoff
$ 11.4
Cash on Balance Sheet
21.2
Transaction Fees and Expenses
11.9
Total Uses of Funds
$ 44.5
The Iris Board’s Reasons for Approving the Business Combination
On November 30, 2022, the Iris Board: (i) determined that the Business Combination was advisable to and in the best interests of Iris and its stockholders, (ii) unanimously approved the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), and (iii) recommended that Iris’s stockholders approve the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination). On November 30, 2022, the Business Combination Agreement was executed by the parties. In reaching its decision with respect to the Business Combination, the Iris Board reviewed and considered a wide variety of factors, including various industry and financial data and certain due diligence and evaluation materials provided by legal counsel and independent advisors. In light of the complexity of those factors, the Iris Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Iris Board may have given different weight to different factors. This explanation of the reasons for the Iris Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”
 
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Before reaching its decision, the Iris Board reviewed the results of the due diligence conducted by Iris management, legal counsel, and independent advisors, which included:

Iris’s management had numerous meetings with Liminatus regarding, among other customary due diligence matters, Liminatus’s brand, products, clinical trials and results, intellectual property, public company preparedness, operations, market access and distribution, financials and use of proceeds, competitors, plans, and forecasts.

A review of Liminatus’s material contracts and other documentation, including but not limited to those relating to intellectual property, regulatory compliance, and other legal matters.

A review of safety data, preclinical trial data, clinical trial data, and study reports.

A review of Liminatus’s intellectual property rights, including but not limited to license agreements, patent portfolio status, and patent strategy.

A review of Liminatus’s upcoming products, expedited pathways available to Liminatus, and consideration of the likelihood of success given Liminatus’s clinical trial data and alternatives in the market, among other considerations.

A review of Liminatus’s financial statements and internal reports.

A review of other biotech companies operating in the same or similar market as Liminatus.

A review of industry trends in the biopharmaceutical market and a historical comparison of similar business combinations.
The factors considered by the Iris Board included, but were not limited to, the following:
Potential to Grow Globally
The Iris Board’s belief that Liminatus’s assets (i) are compelling, (ii) are at different stages of development, and (iii) target well-validated cancer patient populations with unmet needs (such as gastrointestinal cancer patients and colorectal cancer patients).
Steady Growth Business with High Revenue Potential
The Iris Board’s belief that Liminatus’s growth potential is backed by a growing immuno-oncology market. Additionally, the Iris Board’s belief that the presence of multiple biotechnology and pharmaceutical companies pursuing programs in this sector demonstrates the potential to generate high revenues.
Strong Management Background
The Iris Board’s belief that Liminatus has an experienced management team with a proven track record of collaboration with pharmaceutical companies, research institutions, and academic centers — all which help validate Liminatus’s development efforts. The Iris Board’s belief that the management team has the ability to clearly and confidently articulate the business and market opportunities of Liminatus to public market investors.
Efficient Use of Capital to Meet Growth Objectives
The Iris Board’s belief that Liminatus is at an inflection point where the utilization of additional capital can propel the next stage of development. This belief comes from the Iris Board’s due diligence assessing Liminatus’s research and development plans, intellectual property licensing, and business growth plans and understanding of how additional capital, in connection with successful clinical trials, will translate into investor returns over the long-term.
Uniqueness of Product Offering
The Iris Board’s belief that the intellectual property portfolio of Liminatus is (i) diverse and targets well-validated cancers; and (ii) supported by preclinical data and clinical data. Further, the Iris Board’s belief that the market in which the intellectual property assets exist is growing.
 
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Attractive Valuation
The Iris Board’s belief that Liminatus is currently available at discount compared to its peers (based upon the current enterprise values of comparable public companies with similar technologies).
Public Market Readiness
The Iris Board’s belief that Liminatus is well-positioned to be a public company, specifically with respect to its size and the scalability of its technology. Additionally, the Iris Board’s expectation that public market investors will understand and value Liminatus (and it’s potential) as a company. The Iris Board’s belief that Liminatus has appropriate plans to implement the governance measurers and financial systems and controls required by the public markets.
In the course of its deliberations, in addition to the various other risks associated with the business of Liminatus, as described in the section titled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the Iris Board also considered a variety of uncertainties, risks, and other potentially negative factors relevant to the Business Combination, including the following:

Macroeconomic uncertainty, including with respect to global and national supply chains, and the effects they could have on Liminatus’s revenues and financial performance.

The risk that Liminatus may not be able to execute on its business plan and realize its anticipated financial performance.

The risk that Liminatus’s products in development do not perform as expected, fail clinical trials, or are not approved by the U.S. Food and Drug Administration (“FDA”) or other applicable regulatory authorities.

Clinical trials are long and expensive, and the results of such are uncertain.

Liminatus is subject to continuing regulatory compliance by the FDA and other applicable regulatory authorities, which could result in negative effects on Liminatus if the regulatory environment changes or Liminatus fails to comply with regulatory requirements.

Liminatus’s brand and reputation are critical to its success, and any publicity, regardless of accuracy, that portrays Liminatus negatively could adversely impact operating results.

The risks and costs to Iris if the Business Combination is not completed, including the risk of diverting management’s focus and resources from other businesses combination opportunities, which could result in Iris being unable to effect a business combination within the completion window, which would require Iris to liquidate.

The risk that Iris’s stockholders may object to and challenge the Business Combination and take action that may prevent or delay the closing, including by voting against the Business Combination Proposal.

The terms of the Business Combination Agreement provide that Iris will not have any surviving remedies against Liminatus or its equityholders after the closing to recover for losses as a result of any inaccuracies or breaches of Liminatus’s representations, warranties, or covenants set forth in the Business Combination Agreement.

The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected time frame.

The fees and expenses associated with completing the Business Combination will be significant.

The potential that a significant number of Iris’s stockholders elect to redeem their shares prior to the consummation of the Business Combination, which would reduce the amount of cash available following the closing.

The challenges associated with preparing Liminatus for the applicable disclosure and Nasdaq listing requirements.
 
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Liminatus will require additional capital to complete the research and development and potential commercialization of its intellectual property assets. No assurance can be given that such additional capital will be available on terms acceptable to Liminatus, if at all. If Liminatus is unable to raise capital when needed or on acceptable terms, Liminatus could be forced to delay, reduce, or eliminate its planned research and development programs or any future commercialization efforts.

The risk that the Transactions might not be consummated or completed in a timely manner or that the closing might not occur despite Iris’s best efforts, including by reason of a failure to obtain the approval of Iris’s stockholders, litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination.

Continuing coronavirus outbreaks may have a material adverse effect on Liminatus’s business, liquidity, financial condition and results of operations.

Safety risks associated with the products.

The market in which Liminatus operates is highly competitive.

The license agreements related to the intellectual property assets are restrictive and may become non-exclusive.
After considering the foregoing potentially negative and potentially positive reasons, the Iris Board concluded, in its business judgment, that the potentially positive reasons relating to the Transactions outweighed the potentially negative reasons. In approving the Business Combination, the Iris Board determined not to obtain a fairness opinion. The Iris Board believes because of the skills and background of its officers and directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Liminatus’s fair market value was at least 80% of the balance of the funds in the Trust Account (excluding any taxes payable). In connection with its deliberations, the Iris Board also considered that executive officers and directors of Iris may have financial interests in the Business Combination that may be different from or in addition to (and may conflict with) the interests of other Iris’s stockholders. The Iris Board was aware of and considered these interests, among other matters, in reaching the determination that the Transactions contemplated by the Business Combination Agreement were advisable and in the best interests of Iris and its stockholders. See— Interests of Certain Persons in the Business Combination.”
The Nasdaq Proposal
Iris is asking its stockholders to consider and vote on a proposal to approve, for the purposes of complying with Nasdaq Listing Rule 5635, the issuance, (1) in the aggregate, of an estimated 25,406,609 shares of ParentCo Common Stock to the direct and indirect owners of Liminatus and the PIPE Investor, collectively, in connection with the Business Combination and the PIPE Investment and (ii) the potential issuance of additional 5,000,000 shares in connection with the Convertible Notes Investment to the PIPE Subscriber pursuant to the Convertible Notes Subscription Agreement and the Incentive Plan. See the section entitled “Proposal No. 2 — The Nasdaq Proposal.
The Incentive Plan Proposal
The proposed Incentive Plan will be effective upon closing of the Business Combination, subject to approval by our stockholders at the Special Meeting. The proposed Incentive Plan will reserve up to 10% of the total number of shares of ParentCo Common Stock issued and outstanding immediately after the Effective Time (taking into account any share redemptions) for issuance in accordance with the plan’s terms. The purpose of the Incentive Plan is to provide eligible employees, directors and consultants the opportunity to receive stock-based incentive awards in order to encourage them to contribute materially to ParentCo’s growth and to align the economic interests of such persons with those of its stockholders. The summary of the Incentive Plan above is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached as Annex B to this proxy statement/prospectus. You are encouraged to read the Incentive Plan in its entirety. See the section entitled “Proposal No. 3 — The Incentive Plan Proposal.
 
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The ParentCo Charter Proposal
At the closing, ParentCo will adopt the ParentCo Certificate of Incorporation in the form set forth in Annex C. Assuming the Business Combination Proposal is approved, Iris’s stockholders are also being asked to approve, on a non-binding advisory basis, the material differences between the Iris Certificate of Incorporation and the ParentCo Certificate of Incorporation that will be effective upon the closing. See the section entitled “Proposal No. 4 — The ParentCo Charter Proposal.
Advisory Charter Proposals
Assuming the Business Combination Proposal and other Required Proposals are approved, Iris stockholders are also being asked to approve, on a non-binding advisory basis, the Advisory Charter Proposals in connection with the replacement of the Iris Certificate of Incorporation with the Proposed ParentCo Certificate of Incorporation under the DGCL. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis and is being presented as seven separate sub-proposals, as follows:
(1)
Advisory Charter Proposal A — to amend the name of the public entity to “Liminatus Pharma, Inc.” from “Iris Acquisition Corp.”;
(2)
Advisory Charter Proposal B — to authorize the issuance of up to 500,000,000 shares of common stock, and up to 1,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by Liminatus’s board of directors;
(3)
Advisory Charter Proposal C — to provide that the removal of any director be only for cause and by the affirmative vote of at least 6623% of Liminatus’s then-outstanding shares of capital stock entitled to vote generally in the election of directors;
(4)
Advisory Charter Proposal D — to make Liminatus’s corporate existence perpetual as opposed to Iris’s corporate existence, which is required to be dissolved and liquidated 36 months following the closing of its initial public offering if it does not complete a business combination in that time, and to remove from the Proposed ParentCo Certificate of Incorporation the various provisions applicable only to special purpose acquisition corporations;
(5)
Advisory Charter Proposal E — to provide that Liminatus will not be subject to Section 203 of the DGCL; and
(6)
Advisory Charter Proposal F — to increase the required vote thresholds for approving amendments to the Proposed ParentCo Certificate of Incorporation and bylaws to 6623%.
A summary of these provisions is set forth in the “Advisory Charter Proposals (Proposal No. 5)” section of this proxy statement/prospectus. You are encouraged to read them in their entirety.
The Election of Directors Proposal
If the Business Combination Proposal and ParentCo Charter Proposal are approved, to consider and vote, on an advisory and non-binding basis, upon a proposal to elect three directors to serve on the ParentCo Board until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified. The election of the directors will be effective at the closing. See the section entitled “Proposal No. 6 — The Election of Directors Proposal.
The Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to permit us to approve the Business Combination Proposal, the Adjournment Proposal allows us to adjourn the Special Meeting to a later date, if necessary, to permit further solicitation of proxies. See the section entitled “Proposal No. 7 — The Adjournment Proposal.
 
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Quorum and Vote Required for Approval of the Proposals at the Special Meeting
A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of our common stock entitled to vote at the Special Meeting is represented at the meeting in person or by proxy. If a stockholder fails to vote his, her or its shares online or by proxy, or if a broker fails to vote online or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus, such shares will not be counted for the purposes of establishing a quorum. An abstention from voting shares represented at the Special Meeting online or by proxy but not voted on one or more proposals or a broker non-vote, so long as the stockholder has voted or given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. As of the date of this proxy statement/prospectus, our Sponsor, executive officers, directors and affiliates held approximately 94% of the voting power of our outstanding shares of common stock. All of such shares will be voted in favor of the Business Combination Proposal and other proposals described in this proxy statement/prospectus and presented at the Special Meeting.
The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or online at the Special Meeting will have the same effect as a vote “AGAINST” the Business Combination Proposal.
The approval of each of the Nasdaq Proposal, ParentCo Charter Proposal, Incentive Plan Proposal, Advisory Charter Proposals and Adjournment Proposal require the affirmative vote of holders of a majority of the total votes cast by the stockholders present and in person or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, none of a stockholder’s failure to vote online or by proxy, a broker non-vote or an abstention will be considered a “vote cast,” and thus will have no effect on the outcome of the Nasdaq Proposal, ParentCo Charter Proposal, the Incentive Plan Proposal or the Adjournment Proposal. The stockholder vote regarding the ParentCo Charter Proposal is an advisory votes and is not binding on us or the Iris Board.
The approval of the Election of Directors Proposal requires the affirmative vote of at least a plurality of the votes cast by stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present, is required to elect the director nominees named in the Election of Directors Proposal. Accordingly, none of a stockholder’s failure to vote online or by proxy, a broker non-vote or an abstention will be considered a “vote cast,” and thus will have no effect on the outcome of the Election of Directors Proposal. The stockholder vote regarding the Election of Directors Proposal is an advisory vote and is not binding on us or the Iris Board.
Per the Business Combination Agreement, it is a condition to closing of the Transaction that the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Election of Directors Proposal be approved by Iris’s stockholders. As a result, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Election of Directors Proposal are each conditioned on the approval of the others. The ParentCo Charter Proposal, the Advisory Charter Proposals, and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate a business combination or amend the Iris Certificate of Incorporation by stockholder approval by December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), we will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to our public stockholders. For more information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Covenants.
Recommendation to Iris Stockholders
The Iris Board believes that each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ParentCo Charter Proposal, the Advisory Charter Proposal, the Election of
 
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Directors Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interest of Iris and unanimously recommends that our stockholders vote “FOR” each of the proposals.
No Fairness Opinion
Iris has not received, and, as of the date hereof, does not intend to obtain, an opinion from any financial advisor, investment banker, or other firm or person performing a similar function, with respect to the fairness of the Transaction, including the fairness of the consideration to be received by Iris’s stockholders in connection with the Transaction. The Iris Board believes because of the skills and background of its officers and directors, it was qualified to conclude that the Transaction was fair from a financial perspective to its stockholders and that Liminatus’s fair market value was at least 80% of the balance of the funds in the Trust Account (excluding any taxes payable). The Iris Board was aware of and considered these interests, among other matters, in reaching the determination that the Transactions contemplated by the Business Combination Agreement were advisable and in the best interests of Iris and its stockholders. See “— Interests of Certain Persons in the Business Combination.”
Interests of Certain Persons in the Business Combination
In considering the recommendation of the Iris Board to vote in favor of the Business Combination Proposal, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of Iris’s directors and officers have interests in the Business Combination that are different from or in addition to (and may conflict with) those of other stockholders. Iris’s directors were aware of and considered these interests in evaluating the Business Combination and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

the fact that the Sponsor holds 6,900,000 Founder Shares and 4,177,778 Private Placement Warrants, which would expire worthless if a business combination is not consummated;

the fact that, unless Iris consummates the Business Combination, the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by an affiliate on behalf of Iris ($75,000 of such expenses were incurred that had not been reimbursed as of August 22, 2023) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

the fact that the Sponsor has made outstanding loans to Iris in the aggregate amount of approximately $1,413,720 as of June 30, 2023, which amount Iris will be unable to repay to the Sponsor to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the fact that none of our officers or directors has received any cash compensation for services rendered to Iris, and all of the current members of the Iris Board are expected to continue to serve as directors at least through the date of the Special Meeting and may even continue to serve following the Business Combination and receive compensation thereafter;

the fact that the Sponsor and Iris’s officers and directors will lose their entire investment in Iris if the Business Combination or another qualifying business combination is not completed December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board);

the fact that pursuant to the Lock-Up Agreement, the Sponsor and certain other stockholders agree that they will not Transfer any Lock-up Shares until the end of the Lock-up Period, except as permitted by and in accordance with the Lock-Up Agreement;
 
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the fact that the Sponsor and Iris’s officers and directors will hold 6,900,000 shares of ParentCo Common Stock following the Business Combination, the aggregate value of which is estimated to be approximately $72,450,000, assuming the per share value of the ParentCo Common Stock is the same as the $10.50 per share closing price (net of all applicable taxes payable from the Trust Account) of Iris’s Class A Common Stock on Nasdaq as of June 30, 2023;

the fact that the Sponsor will benefit from completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders, rather than liquidate;

the continued indemnification, advancement of expenses, exculpation, maintenance of director’s and officer’s “tail” insurance, and other limitations on liability of Iris’s existing directors and officers after the Business Combination until the sixth (6th) anniversary of the Closing Date; and

the fact that Sponsor and its affiliates may receive a positive rate of return on their investments in Iris, even if other stockholders of Iris receive a negative return on their investment in the post-Business Combination company.
Summary of Risk Factors
Liminatus’s and Iris’s business and operations are subject to a number of risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this summary. Some of these principal risks include the following:
Risks Related to Liminatus’s Business and Operations
Risks Related to Liminatus’s Limited Operating History, Financial Condition and Capital Requirements

Liminatus is a clinical stage biotechnology company with a history of losses. Therapeutic drug development is a highly speculative undertaking and involves a substantial degree of risk. Liminatus expects to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability. Liminatus has not taken a product through to commercialization.

Liminatus has incurred losses since inception, and expects to incur significant losses for the foreseeable future and may not be able to achieve or sustain profitability in the future. Liminatus has not generated any revenue from the Liminatus assets and may never generate revenue or become profitable.

Liminatus’s recurring losses from operations and financial condition could raise substantial doubt about its ability to continue as a going concern.

Clinical development includes a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

Liminatus will need substantial additional funds to advance development of product candidates and its GCC cancer vaccine, known as Ad5.F35-hGCC-PADRE (the “GCC Cancer Vaccine”), our GCC CAR-T candidate and our CD 47 immune checkpoint inhibitor, and it cannot guarantee that it will have sufficient funds available in the future to develop and commercialize its current or potential future product candidates and technologies.

If Liminatus is unable to raise capital when needed, or on acceptable terms, it may be forced to delay, reduce and/or eliminate one or more of its development programs or future commercialization efforts.

Liminatus’s business relies on certain intellectual property rights related to GCC targeted chimeric antigen receptor T-cell (“CAR T”) therapy licensed from TDT that can be terminated in certain circumstances. Liminatus also relies on the Vaccine License, whereby Liminatus has an exclusive license to develop and commercialize vaccine products and a non-exclusive license to develop and commercialize companion diagnostics used to monitor treatment with a Vaccine product (the “Vaccine Diagnostics”). On April 10, 2020, the Company was assigned a license and development agreement with TDT (the “Vaccine License”), whereby the Company received an exclusive license to develop and commercialize vaccine products and a non-exclusive license to develop and commercialize Vaccine Diagnostics from Viral Gene, Inc. (“Viral Gene”), a related party of the Company. If Liminatus
 
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breaches the TDT or Viral Gene license agreements, or if it is unable to satisfy its obligations under which it licenses rights to GCC CAR-T from TDT, and the Vaccine Diagnostics from Viral Gene, it could lose the ability to develop and commercialize GCC-CAR-T and the GCC Vaccine.

Liminatus’s business, operations and clinical development plans and timelines could be adversely affected by the ongoing COVID-19 pandemic, including business interruptions, staffing shortages and supply chain issues arising from the pandemic on the manufacturing, clinical trial and other business activities performed by Liminatus or by third parties with whom it may conduct business, including its anticipated contract manufacturers, contract research organizations (“CROs”), suppliers, shippers and others.
Risks Related to Liminatus’s Product Development

Liminatus has never successfully completed the regulatory approval process for any product candidates and it may be unable to do so for any product candidates it acquires or develops.

Liminatus is substantially dependent on the success of the Liminatus assets, and its anticipated clinical trials of the Liminatus assets may not be successful.

The results of preclinical testing and early clinical trials may not be predictive of the success of Liminatus’s later clinical trials, and the results of its clinical trials may not satisfy the requirements of the FDA, EMA, or other comparable foreign regulatory authorities.

Liminatus may develop the Liminatus assets in combination with other therapies, which exposes Liminatus to additional risks related to other agents or active pharmaceutical or biological ingredients used in combination with its product candidates.

The Liminatus assets may have a safety profile that could prevent regulatory approval, marketing approval or market acceptance, or limit their commercial potential.

Even if Liminatus is able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which would harm its business.
Risks Related to Liminatus’s Commercial Operations

Liminatus faces substantial competition, which may result in others discovering, developing, licensing or commercializing products before or more successfully than Liminatus does.

Public health crises such as pandemics or similar outbreaks have affected and could continue to seriously and adversely affect Liminatus’s preclinical studies and anticipated clinical trials, business, financial condition and results of operations.

Liminatus’s business, operations, financial position and clinical development plans and timelines, and its ability to consummate the Business Combination, could be materially adversely affected by the continuing military action in Ukraine.
Risks Related to Liminatus’s Business and Operations

Liminatus is dependent on its key personnel and anticipates hiring new key personnel. If Liminatus is not successful in attracting and retaining qualified personnel, including consultants, it may not be able to successfully implement its business strategy.

Liminatus relies on third parties, including consultants, independent clinical investigators and CROs to conduct and sponsor some of the clinical trials of our product candidates. Any failure by a third party to meet its obligations with respect to the clinical development of Liminatus’s product candidates may delay or impair its ability to obtain regulatory approval for its product candidates.

In order to successfully implement its plans and strategies, Liminatus will need to grow the size of its organization and may experience difficulties in managing this growth.

Liminatus may, in the future, form or seek collaborations or strategic alliances or enter into licensing arrangements, and may not realize the benefits of such collaborations, alliances or licensing arrangements.
 
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Liminatus may identify material weaknesses in its internal control over financial reporting in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of Liminatus’s consolidated financial statements or cause Liminatus to fail to meet its periodic reporting obligations.
Risks Related to Liminatus’s Intellectual Property

Liminatus depends on its license agreement with TDT to permit it to use certain patents, know-how and technology, including the intellectual property and other rights related to the GCC with respect to CAR T therapy. Termination of these rights or the failure to comply with obligations under this agreement could materially harm Liminatus’s business and prevent it from developing or commercializing the GCC Vaccine and the CAR T therapy.

Liminatus depends on a license agreement with Viral Gene to permit it to use certain patents, know-how and technology related to Vaccine Diagnostics. Termination of these rights or the failure to comply with obligations under this agreement could materially harm Liminatus’s business and prevent Liminatus from developing or commercializing the GCC Cancer Vaccine.

Liminatus may not have patent rights or other proprietary rights sufficient to maintain exclusivity of its products, and may not be able to prevent competitive products, including generic/biosimilar products, from capturing the market.

Liminatus enjoys only limited geographical protection with respect to certain licenses of patents and may not be able to protect its intellectual property rights throughout the world.

If Liminatus does not obtain a patent term extension in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation, thereby potentially extending the term of its marketing exclusivity for the Liminatus assets, its business may be materially harmed.

Other companies or organizations may challenge Liminatus’s intellectual property rights or may assert intellectual property rights that prevent Liminatus from developing and commercializing the Liminatus assets which could result in substantial costs and liability.

Liminatus licenses all or essentially all of its intellectual property rights, including patent rights, technology and know-how from TDT and Viral Gene. If Liminatus, or its licensors are unable to obtain, maintain, protect, defend or enforce patent protection with respect to its product candidates and other intellectual property and any product candidates and intellectual property it develops, Liminatus’s business, financial condition, results of operations and prospects could be materially harmed

Liminatus’s licenses from TDT and Viral Gene may be subject to retained rights.
Risks Related to Government Regulations and Other Legal Compliance Matters

The regulatory approval processes of the FDA, EMA, and other comparable foreign regulatory authorities are complex, time-consuming and inherently unpredictable. If Liminatus is not able to obtain, or if there are delays in obtaining, required regulatory approvals for the Liminatus assets, it may not be able to commercialize, or may be delayed in commercializing, the Liminatus assets, and its ability to generate revenue will be materially impaired.

Liminatus will be subject to extensive ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and Liminatus may be subject to penalties if it fails to comply with regulatory requirements or experiences unanticipated problems with the Liminatus assets.

Liminatus’s business operations and current and future arrangements with investigators, healthcare professionals, consultants, third-party payors, patient organizations and customers will be subject to applicable healthcare regulatory laws, which could expose it to penalties.

Healthcare legislative reform discourse and potential or enacted measures may have a material adverse impact on Liminatus’s business and results of operations and legislative or political discussions surrounding the desire for and implementation of pricing reforms may adversely impact its business.

Liminatus is subject to laws and regulations related to privacy, data protection, information security and consumer protection across different markets where it conducts its business. Liminatus’s actual or perceived failure to comply with such obligations could harm its business.
 
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Risks Related to Iris and the Nature of its Business

Risks and conditions related to Iris’s liquidity and capital resources raise substantial doubt about Iris’s ability to continue as a going concern.

If Iris is unable to complete a business combination by December 9, 2023 (subject to an additional three month extension at the discretion of the Iris Board), Iris will be forced to wind up.

There is no guarantee that a stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

Iris’s stockholders may be held liable for claims by third parties to the extent of distributions they received.

Risks related to the delisting of Iris’s securities by Nasdaq.
Risks Related to the Business Combination

The Sponsor, Iris’s directors and executive officers, and their affiliates, own interests in Iris that will be worthless if the transactions are not approved, which may have influenced their decisions.

Iris may not be able to realize the anticipated benefits from the Business Combination.

Each of Iris and Liminatus will incur substantial costs in connection with the Business Combination.

Iris’s ability to consummate the Business Combination may be negatively impacted because neither the Iris Board nor any committee of the Iris Board obtained a fairness opinion in determining whether or not to pursue the Business Combination, and as a result, the terms may not be fair from a financial point of view to Iris’s stockholders.
Risks Related to Ownership of ParentCo Common Stock Following the Business Combination

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of ParentCo’s securities or, following the Business Combination, Liminatus’s securities, may decline.

Liminatus will be an emerging growth company, and it cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make its shares less attractive to investors.
Risks Related to Redemptions

If Iris’s stockholders fail to properly request redemption rights, they will not be entitled to redeem their shares for a pro rata portion of the Trust Account.

Iris’s public stockholders, together with any persons with whom they are acting as a “group”, will be restricted from seeking redemption rights with respect to more than 15% of public shares.

There is no guarantee that a public stockholder’s decision whether to redeem shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.
Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and Iris is not otherwise authorized to consummate the Business Combination, the Business Combination will not be approved.
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF IRIS
The following table contains summary historical financial data as of and for the years ended December 31, 2022 and December 31, 2021 and as of and for the six months ended June 30, 2023 and 2022. The results of operations for the six months ended June 30, 2023 and 2022 are not necessarily indicative of the results of operations for the full year or any other interim period. The statement of operations data for the years ended December 31, 2022 and December 31, 2021, and the balance sheet data as of December 31, 2022 and December 31, 2021, are derived from the audited financial statements of the Company, which are included elsewhere in this proxy statement/prospectus. The statement of operations date for the six months ended June 30, 2023 and June 30, 2022, and the balance sheet data as of June 30, 2023 are derived from the unaudited condensed financial statements of the Company, which are included elsewhere in this proxy statement/prospectus. The information below is only a summary and should be read in conjunction with the sections entitled “Iris’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About Iris” and in Iris’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.
Year ended
December 31, 2022
Year ended
December 31, 2021
Six months
ended
June 30, 2023
Six months
ended
June 30, 2022
Statement of Operations Data:
Formation and operating costs
$ 2,452,467 $ 2,534,272 $ 1,267,191 $ 876,623
Forgiveness of unrelated vendor payables
(579,989) (275,000)
Income (loss) from operations
$ (1,872,478) $ (2,534,272) $ (992,191) $ (876,623)
Other income (expense):
Gain on change in fair value of warrant liability
$ 9,586,864 $ 7,792,536 $ 488,548 $ 8,605,210
Interest income on marketable securities held in Trust Account
3,074,691 16,842 84,697 167,910
Offering costs
(606,622)
Excess of fair value of Private Warrants over proceeds received
(298,825)
Unrealized loss on investments held in Trust Account
(368,082)
Total other income
$ 12,661,555 $ 6,903,931 $ 573,245 $ 8,405,038
Income (loss) before income tax provision (benefit)
10,789,077 4,369,659 (418,946) 7,528,415
Provision for income taxes
(539,823) 3,214
Net income (loss)
$ 10,249,254 $ 4,369,659 $ (415,732) $ 7,528,415
Basic and diluted weighted average shares
outstanding, Class A common stock subject
to possible redemption
27,528,255 27,528,255 1,413,104 27,600,000
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption
$ 0.30 $ 0.13 $ (0.05) $ 0.22
Basic and diluted weighted average shares outstanding, Class B common stock
6,900,000 6,900,000 6,900,000 6,900,000
Basic and diluted net income (loss) per share, Class B common stock
$ 0.30 $ 0.13 $ (0.05) $ 0.22
Statement of Cash Flow Data:
Net cash used in operating activities
$ (1,095,588) $ (1,215,879) $ (922,726) $ (585,799)
Net cash provided by (used in) investing activities
263,963,912 (276,000,000) 681,973
Net cash provided by (used in) financing activities
$ (262,923,912) $ 277,552,107 $ 75,289 $ 300,000
 
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As of
December 31, 2022
As of
December 31, 2021
As of
June 30, 2023
Balance Sheet Data:
Total cash
$ 280,640 $ 336,228 $ 115,176
Total assets
15,488,270 276,438,764 14,716,661
Total liabilities
14,194,064 21,569,899 14,136,618
Class A Common Stock subject to possible redemption
15,127,621 276,000,000 14,530,345
Total stockholders’ equity (deficit)
$ (13,833,415) $ (21,131,135) $ (13,950,302)
 
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SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma combined financial information (the “Summary Pro Forma Information”) presents the combination of the financial information of Iris and Liminatus after giving effect to the transactions contemplated by the Business Combination Agreement, including the Business Combination, and related adjustments further described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.
Pro Forma Combined
(Assuming No
Additional
Redemptions)
Pro Forma Combined
(Assuming
Maximum
Redemptions)
(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations – For the Six Months Ended June 30, 2023
Operating expenses
$ 3,909 $ 3,909
Loss from operations
(3,909) (3,909)
Net loss
$ (4,870) $ (4,870)
Basic and diluted net loss per share
$ (0.14) $ (0.14)
Basic and diluted weighted average shares outstanding
34,506,609 34,100,000
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2022
Operating expenses
$ 4,581 $ 4,581
Loss from operations
(4,581) (4,581)
Net loss
$ (10,881) $ (10,881)
Basic and diluted net loss per share
$ (0.32) $ (0.32)
Basic and diluted weighted average shares outstanding
34,506,609 34,100,000
Summary Unaudited Pro Forma Condensed Combined Balance Sheet
Data as of June 30, 2023
Total assets
$ 22,114 $ 17,900
Total liabilities
$ 31,139 $ 31,139
Total equity
$ (9,025) $ (13,239)
 
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RISK FACTORS
You should carefully consider the following risk factors, in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and the financial statements and notes to the financial statements included herein. In addition, you should read and consider the risks associated with the business of Iris because these risks may also affect ParentCo — these risks can be found in Iris’s Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC. Please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus. Unless otherwise indicated, reference in this section and elsewhere in this proxy statement/prospectus to Liminatus’s business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, the business, reputation, financial condition, results of operations, revenue and future prospects of ParentCo. As used in the risks described in this subsection, references to “we,” “us” and “our” are intended to refer to Iris, unless the context clearly indicates otherwise.
Risks Related to Liminatus’s Business and Industry
In addition to the other information included in this registration statement, the considerations listed below could have a material adverse effect on Liminatus’s business, financial condition or results of operations, cash flows, or ability to pay dividends, future prospects, or financial performance. The risks set forth below comprise all material risks currently known to Liminatus. These factors should be considered carefully, together with the information and financial data set forth in this Registration Statement.
Unless the context otherwise requires, all references in this subsection to “Liminatus,” “we,” “us” or “our” refer to the business of Liminatus Pharma, LLC, prior to Closing, which will be the business of Liminatus Pharma, Inc. following Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of the Combined Company, in which event the market price of the Combined Company’s common stock could decline, and you could lose part or all of your investment.
Risks Related to Liminatus’s Business, Financial Condition, and Need for Additional Capital
Liminatus is in the early stages of clinical drug development and has a limited operating history and no products approved for commercial sale, which may make it difficult for investors to evaluate its current business and predict its future success and viability.
Liminatus is an early clinical-stage biopharmaceutical company with a limited operating history. Liminatus was formed in Delaware and commenced operations on April 12, 2018. Therapeutic drug development is a highly speculative undertaking and involves a substantial degree of risk. To become and remain profitable, Liminatus must develop and eventually commercialize a product or products with significant market potential. This will require Liminatus to be successful in a range of challenging activities, including establishing its business model and key third-party relationships with payers, completing preclinical studies and clinical trials of its product candidates, obtaining marketing approval for these product candidates, manufacturing, marketing, selling those products for which Liminatus may obtain marketing approval and satisfying any post-marketing requirements.
Liminatus has no products approved for commercial sale and has not generated any revenue from commercial product sales. Its operations to date have been limited to performing research and development activities in support of its product development and licensing efforts, hiring personnel, raising capital to support and expand such activities, providing general and administrative support for these operations, developing potential product candidates, conducting preclinical studies and clinical trials, including clinical trials of its GCC Cancer Vaccine, its lead product candidate which is entering FDA Phase II clinical trials, and its other wholly owned product candidates, and entering into, and performing its obligations under, licensing arrangements that have resulted in additional product candidates in clinical development or commercialization by its licensees. Other than its GCC Cancer Vaccine and its GCC CAR-T cell therapeutics, for which FDA Phase I clinical trials are underway, all of its wholly owned programs are in preclinical or
 
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research development. Liminatus has not yet demonstrated its ability to successfully complete any large-scale pivotal clinical trials, obtain marketing approvals, manufacture a drug on a commercial scale or arrange for a third party to do so on its behalf, or conduct sales and marketing activities. In addition, none of Liminatus’s licensees has obtained marketing approvals for product candidates it has out-licensed. As a result, it may be more difficult for investors to accurately predict Liminatus’s future success or viability than it would be if Liminatus had a longer operating history.
In addition, as a business with a limited operating history, Liminatus may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown factors and risks frequently experienced by early-stage biopharmaceutical companies in rapidly evolving fields. Liminatus also would need to transition from a company with a research and development focus to a company capable of supporting commercial activities after approval of any of its product candidates. Liminatus has not yet demonstrated an ability to successfully overcome such risks and difficulties, or to make such a transition. If it does not adequately address these risks and difficulties or successfully make such a transition, Liminatus’s business will suffer.
Liminatus has incurred net losses since inception and expects to continue to incur significant net losses for the foreseeable future.
Liminatus has incurred net losses since inception, has not generated any significant revenue to date, and has financed its operations prior to this business combination primarily through the issuance of bonds, warrants, common stock, proceeds from collaborative research and development and out-license agreements, certain non-dilutive funding sources, and borrowings under debt arrangements. Liminatus’s net loss was $2.9 million for the year ended December 31, 2022, and $5.6 million for the year ended December 31, 2021. Liminatus’s net loss was $1.0 million and $0.3 million for each of the three months ended June 30, 2023 and 2022, respectively and $3.0 million and $1.6 million for each of the six months ended June 30, 2023 and 2022, respectively.
As of June 30, 2023, Liminatus had an accumulated deficit of $23.2 million. Liminatus’s clinical-stage pipeline currently consists of multiple product candidates, including its lead product candidate, the GCC cancer vaccine, and its other internal programs are in preclinical or research development. As a result, Liminatus expects that it will be several years, if ever, before Liminatus generates revenue from product sales. Even if Liminatus succeeds in receiving marketing approval for and commercializing one or more of its product candidates, it expects that it will continue to incur substantial research and development and other expenses in order to develop and market additional potential products.
Liminatus’s audited financial statements for the year ended December 31, 2022, included in this proxy statement/prospectus have been prepared assuming it will continue as a going concern. As a development stage company, Liminatus expects to incur significant and increasing losses until regulatory approval is granted for the GCC Cancer Vaccine, its lead product candidate. Regulatory approval is not guaranteed and may never be obtained. As a result, these conditions raise substantial doubt about Liminatus’s ability to continue as a going concern.
Liminatus expects to continue to incur significant expenses and increasing operating losses for the foreseeable future after the Business Combination. The net losses Liminatus incurs may fluctuate significantly from quarter-to-quarter such that a period-to-period comparison of its results of operations may not be a good indication of its future performance. The size of Liminatus’s future net losses will depend, in part, on the rate of future growth of its expenses and its ability to generate revenue. Liminatus’s expected future losses will continue to have an adverse effect on its working capital and its ability to achieve and maintain profitability.
Liminatus has no products approved for commercial sale and have not generated any revenue from product sales.
Liminatus’s ability to become profitable depends upon our ability to generate revenue. To date, it has not generated any revenue from product sales, and it does not expect to generate any revenue from the sale of products in the near future. Liminatus’s business depends entirely on the successful development and commercialization of its product candidates. Liminatus currently generates no revenue from commercial
 
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sales of any products. Liminatus has no products approved for commercial sale and, after the business combination, it does not anticipate generating any revenue from product sales unless and until sometime after it has successfully completed clinical development and received marketing approval for the commercial sale of a product candidate, if ever. Liminatus’s ability to generate revenue and achieve profitability depends significantly on its ability to achieve a number of objectives, including:

successful and timely completion of preclinical and clinical development of current and any future product candidates;

timely receipt of marketing approvals from applicable regulatory authorities for current and any future product candidates for which it successfully completes clinical development;

the extent of any required post-marketing approval commitments to applicable regulatory authorities;

developing an efficient and scalable manufacturing process for current and any future product candidates, including establishing and maintaining commercially viable supply and manufacturing relationships with third parties to obtain finished products that are appropriately packaged for sale;

successful launch of commercial sales following any marketing approval, including the development of a commercial infrastructure, whether in-house or with one or more partners or collaborators;

a continued acceptable safety profile following any marketing approval;

commercial acceptance of current and any future product candidates as viable treatment options by patients, the medical community, and third-party payors;

addressing any competing technological and market developments;

identifying, assessing, acquiring, and developing new product candidates;

obtaining and maintaining patent protection, regulatory exclusivity, and other intellectual property-related protection, both in the United States and internationally;

enforcing and defending Liminatus’s rights in its intellectual property portfolio, including its licensed intellectual property;

negotiating favorable terms in any partnership, collaboration, licensing, or other arrangements that may be necessary to develop, manufacture, or commercialize its product candidates; and

attracting, hiring, and retaining qualified personnel.
Liminatus may never be successful in achieving its objectives and, even if it does, may never generate revenue that is significant or large enough to achieve profitability. If it does achieve profitability, it may not sustain or increase profitability on a quarterly or annual basis. Liminatus’s failure to become and remain profitable would decrease the value of the company and could impair its ability to maintain or further its research and development efforts, raise additional necessary capital, grow its business, and/or continue its operations.
Liminatus will require substantial additional capital to finance its operations. If Liminatus is unable to raise such capital when needed, or on acceptable terms, it may be forced to delay, reduce, and/or eliminate one or more of its research and drug development programs or future commercialization efforts.
Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is a very time-consuming, expensive, and uncertain process that takes years to complete. Liminatus expects its expenses to increase in connection with its ongoing activities, particularly as it conducts clinical trials of, and seeks marketing approval for the GCC Cancer Vaccine, GCC CAR-T cell therapeutics and its other product candidates. In addition, if it obtains marketing approval for any of its product candidates, Liminatus expects to incur significant commercialization expenses related to drug sales, marketing, manufacturing, and distribution. Commencing upon the closing, Liminatus also expects to incur additional costs associated with operating as a public company. Accordingly, Liminatus will need to obtain substantial additional funding in order to maintain its continuing operations. If Liminatus is unable to raise capital when needed or on acceptable terms, it may be forced to delay, reduce, and/or eliminate one or more of its research and drug development programs or future commercialization efforts. Changing circumstances, some of which may
 
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be beyond its control, could cause it to consume capital significantly faster than it currently anticipates, and Liminatus may need to seek additional funds sooner than planned.
Liminatus plans to continue to use its cash on hand to fund the development of its product candidates and for other research and development activities, working capital, and other general corporate purposes. This may include additional research, hiring additional personnel, capital expenditures, and the costs of ParentCo operating as a public company. Advancing the development of its current and any future product candidates will require a significant amount of capital. The cash and cash equivalents available to Liminatus upon closing will not be sufficient to fund all of the actions that are necessary to complete the development of the GCC Cancer Vaccine or any of its other product candidates. Liminatus and/or ParentCo will be required to obtain further funding through public or private equity offerings, debt financings, partnerships, collaborations, and licensing arrangements or other sources, which may dilute ParentCo’s stockholders or restrict its operating activities. Adequate additional financing may not be available on acceptable terms, or at all. Liminatus and/or ParentCo’s failure to raise capital as and when needed would have a negative impact on their financial condition and ability to pursue their business strategy.
In order to successfully implement Liminatus’s plans and strategies, it will need to grow the size of its organization, and it may experience difficulties in managing this growth.
As of June 30, 2023, Liminatus had one full-time employee, its CEO, Chris Kim. Liminatus also engaged several third party contractors who were engaged in research and development activities. In order to successfully implement its development and commercialization plans and strategies, and as ParentCo transitions into operating as a public company after closing, Liminatus expects to need additional managerial, operational, sales, marketing, financial, and other personnel. Future growth would impose significant added responsibilities on members of management, including:

identifying, recruiting, integrating, maintaining, and motivating additional employees;

managing internal development efforts effectively, including the clinical and FDA and EMA review process for current and any future product candidates, while complying with any contractual obligations to contractors and other third parties Liminatus may have; and

improving operational, financial and management controls, reporting systems and procedures.
Liminatus’s future financial performance and its ability to successfully develop and, if approved, commercialize its current and any future product candidates will depend, in part, on its ability to effectively manage any future growth, and its management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.
Liminatus currently relies, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors and consultants to provide certain services, including substantially all aspects of clinical management and manufacturing. Liminatus cannot assure you that the services of independent organizations, advisors and consultants will continue to be available to it on a timely basis when needed, or that it can find qualified replacements. In addition, if Liminatus is unable to effectively manage its outsourced activities or if the quality or accuracy of the services provided by third party service providers is compromised for any reason, Liminatus’s clinical trials may be extended, delayed or terminated, and it may not obtain marketing approval of its current and any future product candidates or otherwise advance its business. Liminatus cannot assure you that it will manage its existing third-party service providers or find other competent outside contractors and consultants on economically reasonable terms, or at all.
If Liminatus is not able to effectively expand its organization by hiring new employees and/or engaging additional third-party service providers, it may not successfully implement the tasks necessary to further develop and commercialize its current and any future product candidates and, accordingly, may not achieve its research, development, and commercialization goals.
 
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Risks Related to the Discovery, Development, and Commercialization of Liminatus’s Product Candidates
Liminatus is dependent on the success of its product candidates, including its lead product candidate, the GCC Cancer Vaccine, which is currently being evaluated in a Phase II clinical trial with planning for an additional trial subject to funding availability. If Liminatus is unable to obtain approval for and commercialize its product candidates for one or more indications in a timely manner, its business will be materially harmed.
Liminatus’s success is dependent on its ability to timely complete clinical trials and obtain marketing approval for, and then successfully commercialize, its product candidates, including its lead product candidate, the GCC Cancer Vaccine, for one or more indications. Liminatus entered into a license and development agreement with Targeted Diagnostics & Therapeutics, Inc. on June 10, 2018, which is a biotechnology company that possesses exclusive rights to certain intellectual property and other rights related to GCC with respect to CAR T therapy. On April 10, 2020, the Company was assigned the Vaccine License, whereby the Company received an exclusive license to develop and commercialize vaccine products and a non-exclusive license to develop and commercialize Vaccine Diagnostics from Viral Gene, a related party of the Company. Liminatus’s product candidates are in the early stages of development and Liminatus is investing the majority of its efforts and financial resources in the research and development of the GCC Cancer Vaccine for multiple indications, both directly through its own efforts and indirectly through clinical collaboration arrangements, including investigator- and cooperative group-sponsored trials (“ISTs”). Liminatus’s product candidates will require additional clinical development, preclinical and manufacturing activities, marketing approval from government regulators, substantial investment, and significant marketing efforts before it generates any revenue from licensing arrangements. Liminatus is not permitted to market or promote any product candidates, in a jurisdiction before receiving marketing approval from the relevant regulatory authority, including, for example, the FDA for marketing in the United States and the European Medicines Agency (“EMA”) for marketing in the European Union, and it may never receive such marketing approvals.
The success of Liminatus’s product candidates will depend on numerous factors, including the following:

successful and timely completion of its ongoing clinical trials;

initiation and successful patient enrollment and completion of additional clinical trials on a timely basis;

efficacy, safety and tolerability profiles that are satisfactory to the FDA, EMA or any comparable foreign regulatory authority for marketing approval;

raising additional funds necessary to complete the clinical development of and to commercialize product candidates;

timely receipt of marketing approvals for product candidates from applicable regulatory authorities;

the extent of any required post-marketing approval commitments to applicable regulatory authorities;

the maintenance of existing or the establishment of new supply arrangements with third-party drug product suppliers and manufacturers;

the maintenance of existing or the establishment of new scaled production arrangements with third-party manufacturers to obtain finished products that are appropriately packaged for sale;

obtaining and maintaining patent protection, trade secret protection and regulatory exclusivity, both in the United States and internationally;

protection of Liminatus’s rights in its intellectual property portfolio, including its licensed intellectual property;

successful launch of commercial sales following any marketing approval;

a continued acceptable safety profile following any marketing approval;

commercial acceptance by patients, the medical community, and third-party payors; and

Liminatus’s ability to compete with other therapies.
 
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Liminatus does not have complete control over many of these factors, including certain aspects of clinical development and the regulatory submission process, including trial design, implementation, and timely provision of data in its collaboration based clinical trials and ISTs; potential threats to its intellectual property rights; and the manufacturing, marketing, distribution, and sales efforts of any future collaborator. If Liminatus is unable to achieve one or more of the objectives set forth above, its business will be materially harmed.
The outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and the results of Liminatus’s clinical trials may not satisfy the requirements of the FDA, EMA or other comparable foreign regulatory authorities.
Liminatus will be required to demonstrate with substantial evidence through well-controlled clinical trials that its product candidates are safe and effective for use in a diverse population before it can seek marketing approvals for their commercial sale. Preclinical and clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the preclinical study and clinical trial processes, and, because Liminatus’s product candidates are in early stages of developments, there is a high risk of failure and Liminatus may never succeed in developing marketable products.
The results of preclinical studies may not be predictive of the results of clinical trials of Liminatus’s product candidates. Moreover, the results of early clinical trials may not be predictive of the results of later-stage clinical trials. Although product candidates may demonstrate promising results in preclinical studies and early clinical trials, they may not prove to be safe or effective in subsequent clinical trials. Favorable results from certain animal studies may not accurately predict the results of other animal studies or of human trials, due to the inherent biologic differences in species, the differences between testing conditions in animal studies and human trials, and the particular goals, purposes, and designs of the relevant studies and trials.
There is typically an extremely high rate of attrition from the failure of product candidates proceeding through preclinical studies and clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy profile despite having progressed through preclinical studies and initial clinical trials. Likewise, early, smaller-scale clinical trials may not be predictive of eventual safety or effectiveness in large-scale pivotal clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their drugs. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy, insufficient durability of efficacy or unacceptable safety issues, notwithstanding promising results in earlier trials. Most product candidates that commence preclinical studies and clinical trials are never approved as products. The development of Liminatus’s product candidates and Liminatus’s stock price may also be impacted by inferences, whether correct or not, that are drawn between the success or failure of preclinical studies or clinical trials of Liminatus’s competitors or other companies in the biopharmaceutical industry, in addition to Liminatus’s own preclinical studies and clinical trials.
In some instances, there can be significant variability in safety and efficacy results between different clinical trials of the same product candidate due to numerous factors, including changes in trial protocols, differences in size and type of the patient populations, differences in and adherence to the dose and dosing regimen and other trial protocols and the rate of dropout among clinical trial participants. Patients treated with Liminatus’s product candidates may also be undergoing surgical, radiation and chemotherapy treatments and may be using other approved products or investigational new drugs, which can cause side effects or adverse events that are unrelated to Liminatus’s product candidates. As a result, assessments of efficacy can vary widely for a particular patient, and from patient to patient and site to site within a clinical trial. This subjectivity can increase the uncertainty of, and adversely impact, Liminatus’s clinical trial outcomes.
Any preclinical studies or clinical trials that Liminatus conducts may not demonstrate the safety and efficacy necessary to obtain regulatory approval to market its product candidates. If the results of Liminatus’s ongoing or future preclinical studies and clinical trials are inconclusive with respect to the safety and efficacy of its product candidates, if it does not meet the clinical endpoints with statistical and clinically
 
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meaningful significance, or if there are safety concerns associated with its product candidates, Liminatus may be prevented or delayed in obtaining marketing approval for such product candidates. In some instances, there can be significant variability in safety or efficacy results between different preclinical studies and clinical trials of the same product candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the clinical trial protocols and the rate of dropout among clinical trial participants.
Liminatus does not know whether any preclinical studies or clinical trials it may conduct will demonstrate consistent or adequate efficacy and safety sufficient to obtain approval to market any of its product candidates.
Liminatus’s clinical trials may reveal serious adverse events, toxicities, or other side effects of its current and any future product candidates that result in a safety profile that could inhibit regulatory approval or market acceptance of its product candidates.
In order to obtain marketing approval for its current or any future product candidates, Liminatus must demonstrate the safety and efficacy of the product candidate for the relevant clinical indication or indications through preclinical studies and clinical trials as well as additional supporting data. If Liminatus’s product candidates are associated with undesirable side effects in preclinical studies or clinical trials, or have unexpected characteristics, it may need to interrupt, delay, or abandon their development or limit development to more narrow uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe, or more acceptable from a risk-benefit perspective.
Although Liminatus has conducted various preclinical studies and has data from various early-stage clinical trials, it does not know the predictive value of these studies and trials for future clinical trials, and it cannot guarantee that any positive results in preclinical studies or previous clinical trials will successfully translate to patients in its future clinical trials. It is not uncommon to observe results in clinical trials that are unexpected based on preclinical testing or previous clinical trials, and many product candidates fail in clinical trials despite promising preclinical or early-stage clinical results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval for their products.
While Liminatus believes that the GCC Cancer Vaccine has been reasonably well tolerated in its clinical trials, subjects have experienced adverse events (“AEs”) that have been considered treatment-related. Some of the more common adverse events included diarrhea, dry mouth, headache, disturbance in attention, dizziness, reduction in white cell count, elevated creatinine kinase and elevated liver enzymes. The majority of these events were mild/moderate in severity, responded to symptomatic treatment and/or were transient and resolved with time.
No series adverse events (“SAEs”) have been reported in the GCC Cancer Vaccine clinical studies involving healthy volunteers to date. However, one subject was discontinued from the multiple ascending dose (“MAD”) study due to a report of left ventricular tachycardia, which was reported by the investigator as being possible related to the GCC Cancer Vaccine. Although no SAEs have been reported in the GCC Cancer Vaccine clinical studies involving health volunteers to date, this does not guarantee that no SAEs, including death, will not be observed in future trials with patients and when given in combination with other treatments.
Liminatus expects that subjects in its ongoing and planned clinical trials for its product candidates may in the future suffer AEs, SAEs or other side effects, including those not observed in its preclinical studies or previous clinical trials. Results of these trials could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics. Undesirable side effects caused by Liminatus’s product candidates could result in the delay, suspension, or termination of clinical trials by Liminatus or the FDA, EMA or comparable foreign regulatory authority for a number of reasons. Additionally, a number of the subjects in these clinical trials are expected to die during a trial due to the cancers they suffer and any of the treatment regimens they may have previously experienced, which could impact the development of Liminatus’s product candidates. If Liminatus elects or is required to delay, suspend, or terminate any clinical trial, the commercial prospects of its product candidates will be harmed and its ability to generate product revenue from this product candidate will be delayed or eliminated. SAEs observed in clinical trials could hinder or prevent
 
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market acceptance of its drug candidates. Any of these occurrences may harm Liminatus’s business, prospects, financial condition, and results of operations significantly.
Even in circumstances in which Liminatus does not believe that an AE is related to its product candidates, the investigation into the circumstances of such AE may be time-consuming or inconclusive. In particular, patients may face serious medical issues associated with the underlying cancer indications that Liminatus’s product candidates target, as well as AEs from toxicities and other complications related to other study drugs administered alongside or in combination with its product candidates in clinical trials. As a result, while not directly associated with its product candidates, there are attendant risks with the space in which its product candidates operate, and any related investigations may interrupt its development and commercialization efforts, delay its regulatory approval process or impact and limit the type of regulatory approvals its product candidates receive or maintain.
If SAEs or other side effects are observed in any of Liminatus’s current or future clinical trials, it may have difficulty recruiting patients to the clinical trials, patients may discontinue treatment or withdraw from its trials or it may be required to abandon the trials or its development efforts of that product candidate altogether. Liminatus, the FDA, the EMA, other applicable regulatory authorities or an Institutional Review Board (“IRB”)/Ethics Committee may suspend clinical trials of a product candidate at any time for various reasons, including a belief that subjects in such trials are being exposed to unacceptable health risks or adverse side effects. Some potential therapeutics developed in the biotechnology industry that initially showed therapeutic promise in early-stage studies have later been found to cause side effects that prevented their further development. Even if the side effects do not preclude a drug from obtaining or maintaining marketing approval, undesirable side effects may inhibit market acceptance of the approved product due to its tolerability versus other therapies. Any of these developments could materially harm Liminatus’s business, financial condition, and prospects.
Further, if any of Liminatus’s product candidates obtain marketing approval, toxicities associated with its product candidates may also develop after such approval and lead to a requirement to conduct additional clinical safety trials, additional warnings being added to the labeling, significant restrictions on the use of the product, or the withdrawal of the product from the market. Liminatus cannot predict whether its product candidates will cause toxicities in humans that would preclude or lead to the revocation of regulatory approval based on preclinical studies or early-stage clinical testing.
If Liminatus experiences delays or difficulties in the enrollment of patients in clinical trials, its receipt of necessary marketing approvals could be delayed or prevented.
Liminatus may not initiate, continue or complete clinical trials for its product candidates if it is unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA, EMA, or comparable foreign regulatory authorities.
Patient enrollment is a significant factor in the timing of clinical trials, and Liminatus’s ability to enroll eligible patients may be limited or may result in slower enrollment than it anticipates. Patient enrollment may also be affected by other factors, including:

size and nature of the patient population;

severity of the disease under investigation;

availability and efficacy of approved drugs for the disease under investigation;

patient eligibility criteria for the trial in question;

efforts to facilitate timely enrollment in clinical trials;

patient referral practices of physicians;

clinicians’ and patients’ awareness of, and perceptions as to the potential advantages and risks of, Liminatus’s product candidates in relation to other available therapies, including any new drugs that may be approved for the indications it is investigating;

the ability to monitor patients adequately during and after treatment;
 
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competing ongoing clinical trials for the same indications as Liminatus’s product candidates;

proximity and availability of clinical trial sites for prospective patients;

whether Liminatus becomes subject to a partial or full clinical hold on any of its clinical trials; and

continued enrollment of prospective patients by clinical trial sites, including delays due to pandemics, wars etc. that can impact patient willingness to participate and travel for investigative therapy and reductions in clinical trial site staff and services.
Liminatus’s inability to enroll a sufficient number of patients for its clinical trials would result in significant delays or may require it to abandon one or more of its clinical trials altogether. Enrollment delays in Liminatus’s clinical trials may result in increased development costs for its product candidates and jeopardize its ability to obtain marketing approval for the sale of its product candidates.
The clinical trials of Liminatus’s current and any future product candidates may not demonstrate safety and efficacy to the satisfaction of regulatory authorities or otherwise be timely conducted or produce positive results.
Before obtaining marketing approval from regulatory authorities for the sale of its product candidates, Liminatus must complete preclinical development and then conduct extensive clinical trials to demonstrate the safety and efficacy of its product candidates. Clinical testing is expensive, difficult to design and implement, can take many years to complete, and its ultimate outcome is uncertain. A failure of one or more clinical trials can occur at any stage of the process. The outcome of preclinical studies and early-stage clinical trials may not be predictive of the success of later clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their drugs. In addition, in Liminatus’s clinical trials of the GCC Cancer Vaccine that are in combination with other available therapies, the results may be uncertain as to the efficacy of the GCC Cancer Vaccine combination when compared to the efficacy of other therapies that are being applied in the trial.
Liminatus does not know whether its future clinical trials will begin on time or enroll patients on time, or whether its ongoing and/or future clinical trials will be completed on schedule or at all. Clinical trials can be delayed for a variety of reasons, including delays related to:

obtaining regulatory approval to commence a trial;

delays in reaching, or the inability to reach, agreement on acceptable terms with prospective CROs, clinical trial sites, laboratory service providers, companion diagnostic development partners, contract manufacturing organizations (CMOs), and other service providers Liminatus may engage to support the conduct of its clinical trials;

obtaining IRB approval at each clinical trial site;

recruiting a sufficient number of suitable patients to participate in a trial;

patients failing to comply with trial protocol or dropping out of a trial, rendering them not evaluable for study endpoints;

clinical trial sites deviating from trial protocol or dropping out of a trial;

the availability of any applicable combination therapies;

developments in the safety and efficacy of any applicable combination therapies;

the need to add new clinical trial sites; or

delays in the testing, validation and manufacturing of product candidates and the delivery of these product candidates to clinical trial sites.
Liminatus may experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent receipt of marketing approval or its ability to commercialize its product candidates, including:
 
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receipt of feedback from regulatory authorities that requires Liminatus to modify the design of its clinical trials;

negative or inconclusive clinical trial results that may require Liminatus to conduct additional clinical trials or abandon certain drug development programs;

regulators or IRBs may not authorize Liminatus, its collaborators, or its investigators to commence a clinical trial or to conduct a clinical trial at a prospective site;

the number of patients required for clinical trials being larger than anticipated, enrollment in these clinical trials being slower than anticipated, or participants dropping out of these clinical trials at a higher rate than anticipated;

third-party contractors failing to comply with regulatory requirements or meet their contractual obligations to Liminatus in a timely manner, or at all;

the suspension or termination of Liminatus’ clinical trials for various reasons, including non-compliance with regulatory requirements, a finding that Liminatus’s product candidates have undesirable side effects, safety or efficacy concerns, or any particular combination therapy or other unexpected characteristics or risks;

the cost of clinical trials of Liminatus’s product candidates being greater than anticipated;

for clinical trials testing combination treatment of Liminatus’s product candidates with third-party drug products, delays in procuring such third-party drug products and the delivery of such third-party drug products to clinical trial sites, or the inability to procure such third-party drug products at all; and

regulators revising the requirements for approving Liminatus’s product candidates, including as a result of newly approved agents changing the standard of care of an indication.
Any unforeseen events may cause Liminatus to be required to conduct additional clinical trials or other testing of Liminatus’s product candidates beyond those that it currently contemplates, or to be unable to successfully complete clinical trials of Liminatus’s product candidates or other testing. Clinical trial or test results may also not be positive or may be only modestly positive or may have safety concerns. Any of the foregoing events may cause us to incur unplanned costs, be delayed in obtaining marketing approval, if ever, receive more limited or restrictive marketing approval, be subject to additional post-marketing testing requirements, or have the drug removed from the market after obtaining marketing approval.
The outcome of preclinical testing and early clinical trials that Liminatus obtains and that it publishes may not be predictive of the success of later clinical trials, and the results of its clinical trials may not satisfy the requirements of the FDA, EMA, or comparable foreign regulatory authorities.
Liminatus currently has no products approved for sale and it cannot guarantee that it will ever have marketable drugs. Clinical failure can occur at any stage of clinical development. Clinical trials may produce negative or inconclusive results, and Liminatus or any future collaborators may decide, or regulators may require it, to conduct additional clinical trials or preclinical studies. Liminatus will be required to demonstrate with substantial evidence through well-controlled clinical trials that its product candidates are safe and effective for use in a diverse population before it can seek marketing approvals for their commercial sale. Success in preclinical studies and early-stage clinical trials does not mean that future larger registration clinical trials will be successful. This is because product candidates in later-stage clinical trials may fail to demonstrate sufficient safety and efficacy to the satisfaction of the FDA, EMA, and other regulatory authorities despite having progressed through preclinical studies and early-stage clinical trials. In particular, no compound with the mechanism of action of the GCC Cancer Vaccine has been commercialized, and the outcome of preclinical studies and early-stage clinical trials may not be predictive of the success of later-stage clinical trials. Liminatus does not know whether any clinical trials it may conduct will demonstrate consistent or adequate efficacy and safety results sufficient to obtain marketing approval to market its product candidates.
 
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Summary or preliminary data from Liminatus’s clinical trials that it announces or publishes may change as new or revised patient data becomes available, and is subject to source verification procedures that could result in material changes in the final data.
As more patient data becomes available, Liminatus may publicly disclose new or revised preliminary data from its clinical trials. These preliminary updates are based on analyses of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial. Liminatus also makes assumptions, estimations, calculations and conclusions as part of its analyses of data, and it may not have received or had the opportunity to fully and carefully evaluate all data. As a result, the summary or preliminary results that Liminatus reports may differ from future results of the same studies, or different conclusions or considerations may qualify such results, once additional data has been received and fully evaluated. Summary or preliminary data also remains subject to source verification procedures that may result in the final data being materially different from the summary or preliminary data previously published. As a result, summary or preliminary data should be viewed with caution until the final data are available. In addition, Liminatus may report interim analyses of only certain endpoints rather than all endpoints. Preliminary data from clinical trials that Liminatus conducts may not be indicative of the final results of the trials and are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Adverse changes between preliminary data and final data could significantly harm Liminatus’s business and prospects. Further, additional disclosure of preliminary data by Liminatus or by its competitors in the future could result in volatility in the price of Liminatus’s common stock.
Further, others, including regulatory agencies, may not accept or agree with Liminatus’s assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate, and Liminatus’s in general. In addition, the information Liminatus chooses to publicly disclose regarding a particular study or clinical trial is typically selected from a more extensive amount of available information. Interested parties may not agree with what Liminatus determines is the material or otherwise appropriate information to include in its disclosure, and any information Liminatus determines not to disclose may ultimately be deemed significant with respect to future decisions, conclusions, views, activities, or otherwise regarding a particular product candidate or its business. If the preliminary or topline data that Liminatus reports differs from late, final or actual results, or if others, including regulatory authorities, disagree with the conclusions reached, Liminatus’s ability to obtain approval for, and commercialize, its product candidates may be harmed, which could harm its business, financial condition, results of operations, and prospects.
In some instances, there can be significant variability in safety and efficacy results between different clinical trials of the same product candidate due to numerous factors, including changes in trial protocols, differences in size and type of the patient populations, differences in and adherence to the dosing regimen and other trial protocols, use in combination with other therapies, and the rate of discontinuations by clinical trial participants. In addition, Liminatus may use patient-reported outcome assessments in some of its clinical trials, which involve patients’ subjective assessments of efficacy of the treatments they receive in the trial. Such assessments can vary widely from day to day for a particular patient, and from patient to patient and site to site within a clinical trial. This subjectivity can increase the uncertainty of, and adversely impact, Liminatus’s clinical trial outcomes.
The regulatory approval processes of the FDA, EMA and other comparable foreign regulatory authorities are lengthy, time consuming and inherently unpredictable. If Liminatus is ultimately unable to obtain regulatory approval of its product candidates, Liminatus will be unable to generate product revenue and its business will be substantially harmed.
Liminatus’s product candidates are and will continue to be subject to extensive governmental regulations relating to, among other things, research, testing, development, manufacturing, safety, efficacy, approval, recordkeeping, reporting, labeling, storage, packaging, advertising and promotion, pricing, marketing and distribution of drugs. Rigorous preclinical testing and clinical trials and an extensive regulatory approval process must be successfully completed in the United States and in many foreign jurisdictions before a new drug can be approved for marketing.
 
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Obtaining approval by the FDA, EMA and other comparable foreign regulatory authorities is unpredictable, typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the type, complexity and novelty of the product candidates involved. In addition, approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions, which may cause delays in the approval or the decision not to approve an application. For example, FDA’s Oncology Center of Excellence initiated Project Optimus to reform the dose optimization and dose selection paradigm in oncology drug development and Project FrontRunner to help develop and implement strategies to support approvals in early clinical setting, among other goals. How the FDA plans to implement these goals and their impact on specific clinical programs and the industry are unclear. Regulatory authorities have substantial discretion in the approval process and may refuse to accept any application or may decide that Liminatus’s data are insufficient for approval and require additional preclinical, clinical or other data. Even if Liminatus eventually completes clinical testing and receives approval for Liminatus’s product candidates, the FDA, EMA and other comparable foreign regulatory authorities may approve its product candidates for a more limited indication or a narrower patient population than it originally requested or may impose other prescribing limitations or warnings that limit the product candidate’s commercial potential. Liminatus has not submitted for, or obtained, regulatory approval for any product candidate, and it is possible that none of its product candidates will ever obtain regulatory approval. Further, development of Liminatus’s product candidates and/or regulatory approval may be delayed for reasons beyond its control.
Applications for Liminatus’s product candidates could fail to receive regulatory approval for many reasons, including the following:

the FDA, EMA or other comparable foreign regulatory authorities may