Iris Acquisition Corp (OTC Pink:IRAA), a blank check company with a market capitalization of $77.24 million and current trading price of $10.82, has filed a preliminary proxy statement with the Securities and Exchange Commission (SEC) concerning a proposed business combination with Liminatus Pharma, LLC.
According to InvestingPro analysis, the company's stock is currently showing overbought signals, with the price near its 52-week high of $14.49. The preliminary proxy statement, part of Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 dated November 30, 2022, was filed on Wednesday, January 15, 2025.
The business combination, if completed, will involve Iris Acquisition Corp, Liminatus Pharma, LLC, Iris Parent Holding Corp ("ParentCo"), and other entities. The transaction details were disclosed in the preliminary proxy statement/prospectus, which is a precursor to the final proxy statement/prospectus to be sent to Iris's stockholders.
Iris's stockholders are advised to read the preliminary proxy statement/prospectus and any amendments, as they contain important information about the proposed transaction. The definitive proxy statement/prospectus will be distributed to stockholders as of a record date to be established, pending SEC review and effectiveness of the Registration Statement.
The business combination is subject to approval by Iris's stockholders and other customary closing conditions. The document includes forward-looking statements regarding the anticipated benefits of the business combination, the financial conditions, and future prospects of the combined entities. InvestingPro data reveals concerning metrics about the company's financial health, rated as WEAK, with a current ratio of 0.05 indicating significant liquidity challenges. Subscribers can access 4 additional key ProTips and comprehensive financial analysis to better evaluate this transaction.
Iris Acquisition Corp, incorporated in Delaware and headquartered in Grand Cayman, Cayman Islands, is traded on the OTC Pink under the ticker symbols IRAAU for its units, IRAA for its Class A Common Stock, and IRAAW for its warrants. Each unit consists of one share of Class A Common Stock and one-fourth of one Redeemable Warrant, with warrants exercisable for one share of Class A Common Stock at $11.50 per share.
Additionally, Iris Acquisition Corp has extended the timeline for its planned merger with Liminatus Pharma, LLC. The new deadline is set for June 30, 2025, allowing the company more time to meet the necessary conditions for the merger. In line with this, the company has also amended its Equity Subscription Agreement, extending the termination deadline to the same date.
Following a loan agreement, the company has undergone significant management changes. The loan, provided by Hannah Immunotherapeutics, LLC, enabled the acquisition of the former managing member of Iris Acquisition Holdings, LLC, leading to the appointment of Iris Equity Holdings LLC as the new managing member.
Lastly, Iris Acquisition Corp has filed an amendment to its registration statement with the Securities and Exchange Commission regarding a proposed business combination with Liminatus Pharma, LLC. The merger, which is yet to be approved by Iris's stockholders, aims to bring Liminatus, a private pharmaceutical company, into the public market through Iris's corporate structure.
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