IRAAW Iris Acquisition Corporation (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported):  December 20, 2024

 

IRIS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 

Delaware		001-40167		85-3901431
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3rd Floor Zephyr House

122 Mary Street, George Town

PO Box 10085

Grand Cayman KY1-1001, Cayman Islands

(Address of principal executive offices) (Zip Code)  

 

Registrant’s telephone number, including area code: 971 43966949

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant		IRAAU		OTC Pink
Class A Common Stock, par value $0.0001 per share		IRAA		OTC Pink
Warrants, each exercisable for one share of Class A Common Stock $11.50 per share		IRAAW		OTC Pink

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

Seventh Amendment to the Business Combination Agreement

 

On December 26, 2024, Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”) and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), entered into a seventh amendment (the “Seventh BCA Amendment”) to the Business Combination Agreement, dated November 30, 2022, as amended by the Amendment to Business Combination Agreement, dated June 1, 2023, the Second Amendment to Business Combination Agreement, dated August 14, 2023, the Third Amendment to Business Combination Agreement, dated March 9, 2024, the Fourth Amendment to Business Combination Agreement, dated July 19, 2024, the Fifth Amendment to Business Combination Agreement, dated August 16, 2024 and the Sixth Amendment to Business Combination Agreement, dated October 23, 2024 (the “BCA”), to extend the date by which the Company or ParentCo can terminate the BCA in the event the business combination has not been consummated to June 30, 2025.

 

The foregoing description of the Seventh BCA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Seventh BCA Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

 

Certain Related Agreements

 

PIPE Equity Subscription Agreement

 

On December 26, 2024, ParentCo, Iris, Liminatus and the PIPE subscriber entered into a sixth amendment (the “Sixth Amendment to Equity PIPE”) to the Equity Subscription Agreement, dated November 28, 2022, as amended by the Amendment to Equity Subscription Agreement, dated August 14, 2023, the Second Amendment to the Equity Subscription Agreement, dated March 9, 2024, the Third Amendment to Equity Subscription Agreement, dated July 23, 2024, the Fourth Amendment to Equity Subscription Agreement, dated August 16, 2024, and the Fifth Amendment to Equity Subscription Agreement, dated October 31, 2024 (the “PIPE Equity Subscription Agreement”), pursuant to which the deadline for which the Subscriber can terminate the PIPE Equity Subscription Agreement was extended to June 30, 2025.

 

The foregoing description of the Sixth Amendment to Equity PIPE does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sixth Amendment to Equity PIPE, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 26, 2024, Iris Acquisition Corp, a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware an amendment to the Company’s amended and restated certificate of incorporation to change the date by which the Company must consummate a business combination to March 31, 2025 (subject to an additional three month extension at the discretion of the Board of Directors of the Company) (the “Extension Amendment”).

 

The Company’s stockholders approved the Extension Amendment at a special meeting of stockholders of the Company (the “Special Meeting”) on December 20, 2024. The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On December 20, 2024, at the Special Meeting, a total of 7,036,499 (or 98.6%) of the Company’s issued and outstanding shares of Class A common stock held of record as of December 2, 2024, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.

 

Proposal 1. To approve the Extension Amendment.

 

For				Against				Abstained				Broker Non-Votes
	7,036,499				0				0				0

 

Proposal 2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.

 

For				Against				Abstained				Broker Non-Votes
	7,036,499				0				0				0

 

Although this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

 

In connection with the Special Meeting, stockholders holding 64,453 public shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.44 per share (subject to adjustment for taxes payable from the trust account), for an aggregate redemption amount of approximately $672,889.32. Following such redemptions, 174,477 public shares will remain outstanding.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
2.1		Seventh Amendment to Business Combination Agreement, dated as of December 26, 2024, by and among the Company, Iris Parent Holding Corp. and Liminatus Pharma, LLC.
3.1		Amendment to the Amended and Restated Certificate of Incorporation of Iris Acquisition Corp, filed on December 26, 2024.
10.1		Sixth Amendment to PIPE Subscription Agreement, dated December 26, 2024, by and among Iris Acquisition Corp, Iris Parent Holding Corp., the Pipe Subscriber, and Liminatus Pharma, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	IRIS ACQUISITION CORP
Date: December 27, 2024
	By:	/s/ Sumit Mehta
		Name: Sumit Mehta
		Title: Chief Executive Officer

 

 

Exhibit 2.1

 

SEVENTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT

 

This Seventh Amendment to Business Combination Agreement (this “Amendment”) is entered into as of December 26, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of SPAC, ParentCo, and the Company is also referred to herein as a “Party” and, collectively, the “Parties”.

 

RECITALS

 

WHEREAS, the Parties, along with Liminatus Pharma Merger Sub, Inc., a Delaware corporation, and SPAC Merger Sub, Inc., a Delaware corporation, entered into that certain Business Combination Agreement, dated November 30, 2022 (the “BCA”);

 

WHEREAS, the Parties previously entered into that certain Amendment to Business Combination Agreement, dated June 1, 2023, to, among other things, extend the Outside Date (as defined in the BCA) to September 11, 2023;

 

WHEREAS, the Parties previously entered into that certain Second Amendment to Business Combination Agreement, dated August 14, 2023, to among other things, extend the Outside Date (as defined in the BCA) to March 9, 2024;

 

WHEREAS, the Parties previously entered into that certain Third Amendment to Business Combination Agreement, dated March 9, 2024, to among other things, extend the Outside Date (as defined in the BCA) to July 31, 2024;

 

WHEREAS, the Parties previously entered into that certain Fourth Amendment to Business Combination Agreement, dated July 19, 2024, to among other things, extend the Outside Date (as defined in the BCA) to September 3, 2024;

 

WHEREAS, the Parties previously entered into that certain Fifth Amendment to Business Combination Agreement, dated August 16, 2024, to among other things, extend the Outside Date (as defined in the BCA) to December 31, 2024;

 

WHEREAS, the Parties previously entered into that certain Sixth Amendment to Business Combination Agreement, dated October 23, 2024, to among other things, reduce the Company Merger Consideration, amend the Cap, and reduce the number of Merger Shares (each as defined in the BCA);

 

WHEREAS, the Parties desire to further amend the BCA to, among other things, extend the Outside Date (as defined in the BCA) to June 30, 2025; and

 

WHEREAS, Section 11.1 of the BCA provides that the BCA may only be amended by a written instrument executed by SPAC, ParentCo, and the Company.

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the BCA, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:

 

1.

Definitions. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the BCA.

 

2.

Amendment to BCA.

 

(a)            Section 10.1(c).      Section 10.1(c) of the BCA is hereby amended and restated in its entirety to read as follows:

 

“by the Company or SPAC by written notice to the other Party if the consummation of the transactions contemplated by this Agreement shall not have occurred on or before June 30, 2025 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to any Party that has materially breached any of its representations, warranties, covenants or agreements under this Agreement (including, with respect to the Company, any breach by ParentCo) if such material breach is the primary cause of or has resulted in the failure of the transactions contemplated by this Agreement to be consummated on or before such date;”

 

3.

Effect on BCA. Except as set forth in this Amendment, all of the terms, covenants, agreements, and conditions of the BCA shall remain in full force and effect in accordance with its original terms.

 

4.

Prior Agreements. This Amendment supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings will have no further force or effect, and the Parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

 

5.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of laws principles thereto that would call for the application of the laws of any other jurisdiction.

 

6.

Counterparts, Facsimile Signatures. This Amendment may be executed in any number of identical counterparts, each of which, for all purposes, is to be deemed an original, and all of which constitute, collectively, one and the same Amendment. Signatures transmitted by electronic means such as email or facsimile shall have the same legal effect as an original signature hereto.

 

[Signature page to follow.]

 

 

IN WITNESS WHEREOF, this Seventh Amendment to Business Combination Agreement has been duly executed and delivered by each of the Parties as of the date first above written.

 

	SPAC
	Iris Acquisition Corp
	By:	/s/ Sumit Mehta
	Name: Sumit Mehta
	Title: Chief Executive Officer
	COMPANY
	Liminatus Pharma, LLC
	By:	/s/ Chris Kim
	Name: Chris Kim
	Title: CEO, Secretary and Treasurer
	PARENTCO
	Iris Parent Holding Corp.
	By:	/s/ Chris Kim
	Name: Chris Kim
	Title: CEO, Secretary and Treasurer

 

Signature Page to Seventh Amendment to Business Combination Agreement

 

 

 

Exhibit 3.1

 

SIXTH AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF

INCORPORATION OF

IRIS ACQUISITION CORP

 

IRIS ACQUISITION CORP (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

l.

The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 5, 2020 under the name “Tribe Capital Growth Corp I”. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on March 4, 2021 and thereafter amended by a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on July 26, 2022, by a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on December 20, 2022, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on September 7, 2023, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on March 7, 2024 and a Certificate of Amendment of the Amended and Restated Certificate of Incorporation on September 5, 2024 (the Amended and Restated Certificate of Incorporation, as amended, the “Amended and Restated Certificate”).

 

2.	This Certificate of Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.

 

3.

This Certificate of Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and 65% of the stock entitled to vote at a meeting of stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

4.	The text of Section 9. l(b) of Article IX is hereby amended and restated to read in full as follows:

 

(b)

Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 25, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of: (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by March 31, 2025 (subject to an additional three month extension at the discretion of the Board) (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or amendments to this Amended and Restated Certificate prior thereto or to redeem 100% of such shares if the Corporation bas not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

 

IN WITNESS WHEREOF, Iris Acquisition Corp has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 20th day of December, 2024.

 

IRIS ACQUISITION CORP
By:	/s/ Sumit Mehta
Name:	Sumit Mehta
Title:	Chief Executive Officer

 

 

 

Exhibit 10.1

 

SIXTH AMENDMENT TO SUBSCRIPTION AGREEMENT

 

This Sixth Amendment to Subscription Agreement (this “Amendment”) is entered into as of December 26, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”). Each of Iris, ParentCo, Subscriber and Liminatus is also referred to herein as a “Party” and, collectively, the “Parties”.

 

RECITALS

 

WHEREAS, Iris, ParentCo and Subscriber entered into that certain Subscription Agreement, dated November 28, 2022 (the “Subscription Agreement”);

 

WHEREAS, the Parties previously entered into that certain Amendment to Subscription Agreement, dated August 14, 2023, to among other things, extend the Closing Date (as defined in the Subscription Agreement) to March 9, 2024, and that certain Second Amendment to Subscription Agreement, dated March 9, 2024, to among other things, extend the Closing Date to July 31, 2024, that certain Third Amendment to Subscription Agreement, dated July 23, 2024, to among other things, increase the subscription amount and extend the Closing Date to September 3, 2024, that certain Fourth Amendment to Subscription Agreement, dated August 16, 2024, to among other things, extend the Closing Date to December 31, 2024, and that certain Fifth Amendment to Subscription Agreement, dated October 31, 2024, to among other things, revise the number of subscribed for shares, aggregate purchase price, and listing approval requirements contained therein;

 

WHEREAS, the Parties desire to further amend the Subscription Agreement as set forth herein; and

 

WHEREAS, Section 9(i) of the Subscription Agreement provides that the Subscription Agreement may only be amended by a written instrument executed by each of the Parties.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Subscription Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:

 

1.

Definitions. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Subscription Agreement.

 

 

2.

Fifth Amendment to Subscription Agreement.

 

(a)                   Clause (c) of the first sentence of Section 6 of the Subscription Agreement is hereby amended and restated in its entirety to read as follows:

 

“by written notice from Subscriber given any time on or after June 30, 2025, if the Closing has not occurred by such date and the terminating party’s breach was not the primary reason the Closing failed to occur by such date, (the termination events described in clauses (a)–(c) above, collectively, the “Termination Events”); provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination or common law intentional fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach or fraud.”

 

3.

Effect on Subscription Agreement. Except as set forth in this Amendment, all of the terms, covenants, agreements, and conditions of the Subscription Agreement shall remain in full force and effect in accordance with its original terms.

 

4.

Prior Agreements. This Amendment supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

 

5.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of laws principles thereto that would call for the application of the laws of any other jurisdiction.

 

6.

Counterparts, Facsimile Signatures. This Amendment may be executed in any number of identical counterparts, each of which, for all purposes, is to be deemed an original, and all of which constitute, collectively, one and the same Amendment. Signatures transmitted by electronic means such as email or facsimile shall have the same legal effect as an original signature hereto.

 

[Signature page to follow.]

 

 

IN WITNESS WHEREOF, this Sixth Amendment to Subscription Agreement has been duly executed and delivered by each of the Parties as of the date first above written.

 

	IRIS
	Iris Acquisition Corp
	By:	/s/ Sumit Mehta
	Name: Sumit Mehta
	Title: Chief Executive Officer
	PARENTCO
	Iris Parent Holding Corp.
	By:	/s/ Chris Kim
	Name: Chris Kim
	Title: CEO, Secretary and Treasurer
	SUBSCRIBER
	Ewon Comfortech Co., Ltd.
	By:	/s/ Kyeong Hoon
	Name: Kyeong Hoon
	Title: President
	LIMINATUS
	Liminatus Pharma, LLC
	By:	/s/ Chris Kim
	Name: Chris Kim
	Title: CEO, Secretary and Treasurer

 

Signature Page to Sixth Amendment to Subscription Agreement

 

 

v3.24.4

Cover	Dec. 20, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40167
Entity Registrant Name	IRIS ACQUISITION CORP
Entity Central Index Key	0001831874
Entity Tax Identification Number	85-3901431
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3rd Floor Zephyr House
Entity Address, Address Line Two	122 Mary Street, George Town
Entity Address, Address Line Three	PO Box 10085
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1001
City Area Code	971
Local Phone Number	43966949
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Unit [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	IRAAU
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	IRAA
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock $11.50 per share
Trading Symbol	IRAAW

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