SCHEDULE 13D: Iris Acquisition Holdings Discloses 26.5% Stake in Liminatus Pharma Following Business Combination

Iris Acquisition Holdings LLC has filed a Schedule 13D, revealing a 26.5% beneficial ownership stake in Liminatus Pharma, Inc. following the completion of a business combination.

Summary

• Iris Acquisition Holdings LLC (the "Reporting Person") beneficially owns 6,900,000 shares of Liminatus Pharma, Inc. common stock.
• This ownership represents 26.5% of the Issuer's common stock.
• The shares were acquired through a series of transactions originating from Founder Shares in Iris Acquisition Corp., a special purpose acquisition company (SPAC).
• The Founder Shares were initially acquired for $25,000 in December 2020.
• A stock dividend in February 2021 increased the Founder Shares from 5,750,000 to 6,900,000.
• In September 2023, the Founder Shares converted into Iris Class A Common Stock.
• The current ownership resulted from a business combination between Iris Acquisition Corp. and Liminatus Pharma, LLC, which closed on April 30, 2025.
• At the effective time of the business combination, ParentCo, the entity formed by the merger, changed its name to Liminatus Pharma, Inc.
• Each Iris Class A Common Stock share was automatically converted into one share of Liminatus Pharma, Inc. common stock.
• The Reporting Person acquired the shares solely for investment purposes and in connection with the business combination.

Sentiment

Score: 7

Explanation: The filing indicates the successful completion of a significant business combination and a substantial, long-term investment by the sponsor. While it outlines potential future actions including selling shares, the primary sentiment is positive due to the successful transaction and the sponsor's continued involvement.

Positives

• Successful completion of the business combination, indicating a significant milestone for Liminatus Pharma, Inc. and its transition to a publicly traded entity.
• Iris Acquisition Holdings LLC, as the sponsor, holds a substantial 26.5% beneficial ownership stake, suggesting strong alignment of interests with the company's future success.

Risks

• The Reporting Person may, in the future, sell some or all of their shares, which could exert downward pressure on the stock price.
• The Reporting Person may engage in short selling or hedging transactions with respect to the shares, including swaps and other derivative instruments.
• While currently subject to a lock-up agreement, the shares will become transferable after the lock-up period, potentially increasing the tradable float and market volatility.

Future Outlook

The Reporting Person intends to continuously review its investment in Liminatus Pharma, Inc. Future actions may include engaging with management and other shareholders on potential business opportunities, operational, strategic, financial, or governance matters. The Reporting Person may also work to identify and facilitate efforts to raise additional capital, purchase additional shares, sell some or all of their shares, or engage in short selling or hedging transactions.

Industry Context

This filing reflects the successful completion of a Special Purpose Acquisition Company (SPAC) business combination, a prevalent method for private companies to enter public markets by merging with a listed shell company. The sponsor, Iris Acquisition Holdings LLC, now holds a significant equity stake in the combined entity, Liminatus Pharma, Inc., aligning with the broader trend of de-SPAC transactions and sponsor involvement post-merger.

Corporate Governance

Legal Proceedings

• During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• The Reporting Person loaned the Issuer an aggregate of $1,600,000 to cover expenses related to the business combination pursuant to a series of non-interest bearing promissory notes. This loan was repaid upon the consummation of the transactions contemplated by the Business Combination Agreement.

Stakeholder Impact

• Shareholders: The completion of the business combination and the significant ownership stake by the sponsor provide clarity on the company's structure. The lock-up agreement may reduce immediate selling pressure, while the registration rights agreement will facilitate future liquidity for major shareholders. Potential future sales by the Reporting Person could impact share price.
• Management/Board: The Reporting Person intends to engage with management and the board on strategic, financial, and governance matters, potentially influencing company direction and decision-making.

Next Steps

• The Issuer is required to file a resale shelf registration statement on behalf of the Issuer's security holders party to the Registration Rights Agreement within 30 days after the closing of the business combination.
• Following the lock-up period, the Reporting Person may distribute the shares of the Issuer's common stock to its officers, directors, and members.
• The Reporting Person intends to review their investment in the Issuer on a continuing basis and may take various actions, including purchasing or selling shares, or engaging in discussions with management and other shareholders.

Key Dates

Keywords

Liminatus Pharma, Iris Acquisition Holdings, Schedule 13D, beneficial ownership, SPAC, business combination, common stock, investment, corporate governance, risk management, financial reporting