UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ofOF ~~the Securities Exchange Act of 1934~~ THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): January 10, 2025~~1934

Date of Report (Date of earliest event reported): January 15, 2025

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

(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:

¨x 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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~(a)~~ On January 1015, 2025, Iris Parent ~~Acquisition~~Holding Corp. (“ParentCo”), a ~~Delaware~~filed ~~corporation~~Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 (the “~~Company~~Form S-4”) ~~determined~~with the Securities and Exchange Commission (“SEC”) that ~~the~~includes ~~unaudited~~a ~~financial~~preliminary ~~statements~~proxy ~~for~~statement/prospectus relating to the ~~quarters~~proposed ~~ended~~business ~~June~~combination 30(the “Business Combination”), among ParentCo, Iris Acquisition Corp (“Iris”), ~~2024~~Liminatus ~~and~~Pharma, ~~September~~LLC 30(“Liminatus”), ~~2024~~Liminatus ~~should~~Pharma noMerger ~~longer~~Sub, beInc. ~~relied~~and ~~upon~~SPAC Merger Sub, Inc., dated November 30, 2022.

AsAdditional ~~previously~~Information ~~disclosed,~~and onWhere ~~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~~Find ~~Company’s~~It 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~~In ~~reviewing~~connection ~~agreements~~with ~~related~~the Business Combination, ParentCo has filed the Form S-4 (File No. 333-275409) (as may be amended from time to time, the ~~Acquisition~~“Registration Statement”) ~~entered~~that ~~into~~includes bya ~~Columbass~~preliminary proxy statement of Iris and a preliminary prospectus of ParentCo, and after the ~~buyer~~Registration Statement is declared effective, anIris ~~affiliate~~will ofmail ~~Holdings~~a definitive proxy statement/prospectus and other relevant documents relating to the Business Combination to Iris’s stockholders. The Registration Statement, including the ~~Company~~proxy ~~determined~~statement/prospectus ~~that~~contained therein, when declared effective by the ~~Loan~~SEC, ~~was~~contains important information about the Business Combination and the other matters to be voted upon at a ~~material~~meeting ~~related~~of ~~party~~Iris’s ~~transaction~~stockholders ~~under~~to ~~applicable~~be ~~accounting~~held ~~standards~~to approve the Business Combination and related matters. This Current Report does not contain all the information that should ~~have~~be ~~been~~considered ~~disclosed~~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 ~~financial~~SEC regarding the Business Combination. Iris stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and ~~disclosures~~the ~~for~~amendments thereto and the ~~periods~~definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, ~~ending~~as ~~June~~these 30materials will contain important information about ParentCo, ~~2024~~Iris, Liminatus and ~~September~~the ~~30,~~Business ~~2024~~Combination.

~~The~~When ~~Audit~~available, ~~Committee~~the ofdefinitive proxy statement/prospectus and other relevant materials for the ~~Board~~Business Combination will be mailed to Iris stockholders as of ~~Directors~~a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the ~~Company~~preliminary ~~discussed~~proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or that will be filed with ~~Marcum~~the ~~LLP~~SEC by Iris through the SEC’s website at www.sec.gov, ~~its~~or ~~independent~~by ~~registered~~directing ~~public~~a ~~accounting~~request ~~firm~~to Iris Acquisition Corp, ~~the~~3rd ~~matters~~Floor ~~disclosed~~Zephyr inHouse, ~~this~~122 ~~filing~~Mary Street, George Town, PO Box 10085, Grand Cayman KY1-1001, Cayman Islands.

~~Item~~Participants ~~8.01.~~in ~~Other~~the ~~Events.~~Solicitation

~~The~~ParentCo, ~~Company~~Iris, ~~was~~Liminatus and ~~informed~~their ~~that~~respective ~~the~~directors, ~~previously~~executive ~~disclosed~~officers ~~Loan~~and ~~was~~other ~~settled~~members of their management and employees, under SEC rules, may be deemed ~~through~~to be participants in the ~~delivery~~solicitation of ~~shares~~proxies of Iris stockholders in aconnection ~~private~~with ~~Korean~~the ~~company~~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 2931, 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.

~~SIGNATURES~~Forward Looking Statements

~~Pursuant~~This Current Report includes to“forward-looking statements” within the ~~requirements~~meaning of the “safe harbor” provisions of the Private Securities ~~Exchange~~Litigation Reform Act of ~~1934~~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 ~~registrant~~timing ~~has~~and ~~duly~~ability ~~caused~~for ~~this~~us ~~report~~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 beclose ~~signed~~the onBusiness Combination, ~~its~~the ~~behalf~~anticipated bybenefits of the Business Combination, the financial conditions, results of operations, earnings outlook ~~undersigned~~and ~~hereunto~~prospects ~~duly~~of ~~authorized~~ParentCo, Iris and Liminatus, and may include statements for the period following the consummation of the Business Combination.

	IRIS ACQUISITION CORP
Date: January 14, 2025
	By:	/s/ Sumit Mehta
		Name: Sumit Mehta
		Title: Chief Executive Officer

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: January 16, 2025
	By:	/s/ Sumit Mehta
		Name: Sumit Mehta
		Title: Chief Executive Officer

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