M&A - Iris Acquisition Corp

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: Update

Accession Number: 000110465925022221

Filing Summary: Iris Acquisition Corp held a special meeting of stockholders on March 4, 2025, where stockholders approved multiple proposals related to a business combination with Iris Parent Holding Corp and other entities. A total of 7,000,300 shares, representing 98.95% of the outstanding Class A common stock, were present for voting. The approved proposals included the Business Combination Proposal for adopting the business combination agreement, a Nasdaq compliance vote for issuance of ParentCo's shares, and the approval of an Omnibus Equity Incentive Plan. Stockholders also approved changes to governance in the proposed ParentCo Certificate of Incorporation and elected four directors to the post-combination board. Furthermore, 59,844 public shares were redeemed for cash at approximately $11.47 per share, totaling about $686,411 in redemptions. Nasdaq has filed a Notice of Delisting, and the company expects no practical effect on trading following the transfer to the OTC Market.

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Form Type: DEFM14A

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925010609

Filing Summary: Iris Acquisition Corp is preparing to hold a Special Meeting on March 4, 2025, to vote on multiple proposals related to a significant business combination with Liminatus Pharma, LLC, wherein Liminatus will merge with an entity called Liminatus Merger Sub, and Iris will merge with SPAC Merger Sub, both being subsidiaries of Iris Parent Holding Corp. The combined entity will eventually adopt the name 'Liminatus Pharma, Inc.' and issue shares of ParentCo’s common stock in exchange for shares of Iris. Stockholders will be asked to approve the Business Combination Proposal, which includes issuing 17.5 million shares of ParentCo common stock based on a valuation of $10.00 per share, as well as several other proposals regarding governance, stock issuance, and an equity incentive plan. Public stockholders may also opt to redeem their shares at approximately $11.47 per share, conditional on stockholder approval of the business combination by March 31, 2025, failing which a return of funds will occur if the business combination doesn’t materialize.

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Form Type: 425

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925006549

Filing Summary: On January 27, 2025, Iris Parent Holding Corp. filed Post-Effective Amendment No.3 to the Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement/prospectus concerning a proposed business combination involving ParentCo, Iris Acquisition Corp, Liminatus Pharma, LLC, Liminatus Pharma Merger Sub, Inc. and SPAC Merger Sub, Inc. This filing is part of the steps towards the Business Combination that was initially dated November 30, 2022. The document informs that after the Registration Statement is declared effective, Iris will mail a definitive proxy statement/prospectus along with other relevant documents to Iris’s stockholders. It highlights the importance of the information regarding the Business Combination that will be made available in the definitive proxy statement/prospectus. Moreover, it mentions that all interested parties should consult these materials to understand the implications of the proposed transaction.

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Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925006547

Filing Summary: On January 27, 2025, Iris Parent Holding Corp. filed Post-Effective Amendment No.3 to the Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement/prospectus related to a proposed business combination involving Iris Acquisition Corp, Liminatus Pharma, LLC, Liminatus Pharma Merger Sub, Inc., and SPAC Merger Sub, Inc. The Registration Statement will contain important information for Iris’s stockholders regarding the Business Combination and related matters. This document serves as a current report under the Securities Exchange Act and is meant to update stockholders on developments regarding the merger. The definitive proxy statement/prospectus will be mailed to stockholders when available, and interested parties are encouraged to review all available documents as they hold critical information related to the Business Combination.

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Form Type: 425

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925003997

Filing Summary: On January 15, 2025, Iris Parent Holding Corp. filed a Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 that includes a preliminary proxy statement/prospectus concerning a proposed business combination involving Iris Acquisition Corp, Liminatus Pharma, LLC, and related parties. The Registration Statement, including the preliminary documents, provides detailed information about the business combination and the necessary voting process for Iris’s stockholders. Important materials will be made available to stockholders following the SEC's declaration of effectiveness of the Registration Statement. Additionally, potential proxy participants and the expected timeline of events surrounding the business combination are detailed. It should also be noted that forward-looking statements related to the combination's benefits and financial impacts are included within the current report.

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Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925003995

Filing Summary: On January 15, 2025, Iris Parent Holding Corp. filed a Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement/prospectus regarding a proposed business combination with Iris Acquisition Corp, Liminatus Pharma, LLC, Liminatus Pharma Merger Sub, Inc., and SPAC Merger Sub, Inc., established on November 30, 2022. The filing outlines that once the Registration Statement is effective, a definitive proxy statement/prospectus will be mailed to Iris’s stockholders to vote on the Business Combination and related matters. It emphasizes that interested parties should review these documents for important information regarding the Business Combination.

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Form Type: 10-Q/A

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000141057825000024

Filing Summary: Iris Acquisition Corp is filing this amendment to restate its unaudited condensed financial statements for the quarterly period ended June 30, 2024, originally submitted on August 23, 2024. This amendment follows the resignation of Columbass Limited as the managing member of the company’s sponsor, Iris Acquisition Holdings, LLC, and the appointment of Iris Equity Holdings LLC as the new managing member. The transition involved a material related party transaction where Gaius Investment Partners acquired Columbass' interest, partially financed by a loan of approximately $1.216 million from Hana Immunotherapeutics LLC, an affiliate of the CEO of Liminatus Pharma, which should have been disclosed as a subsequent event. The amendment also reflects an identified material weakness in internal controls over financial reporting, affecting the reliability of management's previous evaluations. Items amended include the financial statements and controls and procedures, with certifications required by the Sarbanes-Oxley Act included.

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Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925003545

Filing Summary: On January 10, 2025, Iris Acquisition Corp determined that the unaudited financial statements for the quarters ending June 30, 2024, and September 30, 2024, should no longer be relied upon. This decision follows a notification that Hana Immunotherapeutics, LLC loaned approximately $1.216 million to facilitate the acquisition of the former managing member of Iris Acquisition Holdings, LLC. The former managing member, Columbass Limited, resigned on October 30, 2024, and Iris Equity Holdings LLC was appointed as the new managing member. It was found that the loan constituted a material related party transaction but was not initially disclosed in prior financial statements. Additional information includes that the loan was settled through shares in a private Korean company on December 29, 2024.

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Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132126

Filing Summary: On December 26, 2024, Iris Acquisition Corp, along with its affiliated entities, entered into the Seventh Amendment to their Business Combination Agreement (BCA) originally dated November 30, 2022. This amendment extends the termination date for the business combination to June 30, 2025. Additionally, the same day, the Sixth Amendment to the Equity Subscription Agreement was finalized, extending the termination deadline for that agreement to June 30, 2025. On December 20, 2024, the company held a Special Meeting at which stockholders approved an amendment to extend the deadline for consummating the business combination to March 31, 2025, with a potential three-month extension. The meeting achieved a quorum with 98.6% of the outstanding shares present, and both proposals received unanimous approval. During this process, stockholders redeemed shares for an aggregate amount of approximately $672,889.32, leaving 174,477 public shares outstanding post-redemption.

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