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)

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:

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.

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.

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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).

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(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).

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(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).

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(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).

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(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).”

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(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).

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(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).

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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);

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(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);

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(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);

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(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);

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(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:

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(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 662∕3% 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 662∕3%.

 

 

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

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(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).

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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);

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(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);

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(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);

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(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);

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(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

 

i

 

*

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.

 

vii

 

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

​

 

x

 

the Proxy Statement/Prospectus — Impact of the Business Combination on ParentCo’s Public Float” and “Summary Unaudited Pro Forma Condensed Combined Financial Information.”

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

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

​

 

xi

 

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.

​

 

xii

 

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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xiii

 

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:

 

xiv

 

•

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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xv

 

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.

​

 

xvi

 

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

 

xvii

 

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,

​

 

xviii

 

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.

​

 

xix

 

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.

 

xx

 

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

​

 

xxi

 

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

 

xxii

 

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

 

xxiii

 

1

 

2

 

3

 

​

4

 

5

 

6

 

​

​

​

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%

​

​

7

 

​

​

​

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%

​

​

​

8

 

​

​

​

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%

​

​

9

 

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	​	​

10

 

11

 

​

12

 

13

 

14

 

15

 

​

16

 

​

17

 

​

18

 

​

19

 

​

20

 

​

​

​

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

​

​

21

 

​

​

​

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)

​

​

22

 

​

​

​

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)

​

​