Material Event - Form 425

Item 8.01. Other Events.

On November 8, 2024, Iris Parent Holding Corp. ("ParentCo"), filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the "Form S-4") with the Securities and Exchange Commission ("SEC") that includes a preliminary proxy statement/prospectus relating to the proposed business combination (the "Business Combination"), among ParentCo, Iris Acquisition Corp ("Iris"), Liminatus Pharma, LLC ("Liminatus"), Liminatus Pharma Merger Sub, Inc. and SPAC Merger Sub, Inc., dated November 30, 2022.

Additional Information and Where to Find It

In connection with the Business Combination, ParentCo has filed the Form S-4 (File No. 333-275409) (as may be amended from time to time, the "Registration Statement") that includes a preliminary proxy statement of Iris and a preliminary prospectus of ParentCo, and after the Registration Statement is declared effective, Iris will mail a definitive proxy statement/prospectus and other relevant documents relating to the Business Combination to Iris's stockholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, contains important information about the Business Combination and the other matters to be voted upon at a meeting of Iris's stockholders to be held to approve the Business Combination and related matters. This Current Report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. ParentCo and Iris may also file other documents with the SEC regarding the Business Combination. Iris stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about ParentCo, Iris, Liminatus and the Business Combination.

When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to Iris stockholders as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC by Iris through the SEC's website at www.sec.gov, or by directing a request to Iris Acquisition Corp, 3rd Floor Zephyr House, 122 Mary Street, George Town, PO Box 10085, Grand Cayman KY1-1001, Cayman Islands.

Participants in the Solicitation

ParentCo, Iris, Liminatus and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Iris stockholders in connection with the proposed transaction. Investors and securityholders may obtain more detailed information regarding the names, affiliations and interests of Iris's directors and officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on April 17, 2024, as amended, and is available free of charge on the SEC's web site at www.sec.gov. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Iris's stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus for the proposed transaction when available.

Forward Looking Statements

This Current Report includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements contained in this Current Report that reflect our current views with respect to future events and financial performance, business strategies, expectations for our business, and the timing and ability for us to complete the Business Combination and any other statements of a future or forward-looking nature, constitute "forward-looking statements" for the purposes of federal securities laws. These forward-looking statements include statements about the parties' ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of ParentCo, Iris and Liminatus, and may include statements for the period following the consummation of the Business Combination.

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