Iris Acquisition Corp.

01/15/2025 | Press release | Distributed by Public on 01/15/2025 05:20

Non Reliance of Financial Report Form 8 K

Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) On January 10, 2025, Iris Acquisition Corp, a Delaware corporation (the "Company") determined that the unaudited financial statements for the quarters ended June 30, 2024 and September 30, 2024 should no longer be relied upon.

As previously disclosed, on December 13, 2024, the Company was notified that on July 24, 2024, Hana Immunotherapeutics, LLC, an affiliate of Chris Kim, the Chief Executive Officer of Liminatus Pharma, LLC, the counterparty to the Company's business combination, agreed to loan the buyer of the former managing member of the Company's sponsor, Iris Acquisition Holdings, LLC (the "Sponsor"), approximately $1.216 million (the "Loan"), to facilitate the acquisition of the former managing member (the "Acquisition"). As a result of the Acquisition, the former managing member, Columbass Limited ("Columbass"), resigned as managing member of the Sponsor on October 30, 2024, and Iris Equity Holdings LLC ("Holdings") was appointed as managing member of the Sponsor.

Upon reviewing agreements related to the Acquisition entered into by Columbass and the buyer, an affiliate of Holdings, the Company determined that the Loan was a material related party transaction under applicable accounting standards and should have been disclosed in the financial statement disclosures for the periods ending June 30, 2024, and September 30, 2024.

The Audit Committee of the Board of Directors of the Company discussed with Marcum LLP, its independent registered public accounting firm, the matters disclosed in this filing.