IRIS ACQUISITION CORP Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Mergers and the other Transactions contemplated thereby, are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Effect of the Business Combination on Existing Iris Equity
Subject to the terms and conditions of the Business Combination Agreement, the Business Combination will result in, among other things, the following:
• immediately prior to the effective time of the Mergers (the "Effective
Time"), every issued and outstanding Unit will be automatically separated
and broken out into its constituent parts and the holder thereof shall be
deemed to hold one share of Class A Common Stock, par value $0.0001 per
share (the "Class A Shares") and one-fourth of one whole redeemable
warrant that was included as part of each Unit (the "Public Warrants"),
and such underlying constituent securities of Iris shall be converted in
accordance with the applicable terms of the Business Combination
Agreement, and in accordance with the terms of the Warrant Agreement
(defined below), no fractional Public Warrants shall be issued upon
separation of the outstanding Units, but shall instead be rounded down to
the nearest whole Public Warrant;
• immediately prior to the Effective Time, each issued and outstanding share
of the Class B Common Stock, par value $0.0001 per share (the "Class B
Shares ") will, in accordance with our Certificate of Incorporation, be
converted automatically into and thereafter represent one Class A Share;
• at the Effective Time, each issued and outstanding Class A Share will be
converted automatically into and thereafter represent the right to receive
one share of common stock, par value $0.0001 per share of ParentCo
("ParentCo Common Stock"), following which all Class A Shares will cease
to be outstanding and will automatically be canceled and will cease to
exist, and the holders of certificates previously evidencing Class A
Shares outstanding immediately prior to the Effective Time will cease to
have any rights with respect to such shares, except as provided in the
Business Combination Agreement or by applicable Law, and each certificate
formerly representing Class A Shares will thereafter represent only the
right to receive the relevant amount for such Class A Shares in accordance
with the applicable provisions of law and Iris's governing documents;
• at the Effective Time, each issued and outstanding Public Warrant will, in
accordance with the terms of the Warrant Agreement, immediately and
automatically represent the right to purchase shares of ParentCo Common
Stock on the same terms and conditions as are set forth in the Warrant
Agreement (each a "ParentCo Public Warrant");
• at the Effective Time, each issued and outstanding non-redeemable warrant
of Iris that was issued by Iris in a private placement at the time of the
consummation of our initial public offering, entitling the holder thereof
to purchase one Class A Share at $11.50 per share (the "Private Placement
Warrants"), except those issued to Cantor Fitzgerald & Co. ("Cantor"),
will be forfeited. In accordance with the terms of the Warrant Agreement,
the Private Placement Warrants issued to Cantor shall immediately and
automatically represent the right to purchase shares of ParentCo Common
Stock on the same terms and conditions as are set forth in the Warrant
Agreement (each a "ParentCo Private Placement Warrant"); and
• at the Effective Time, each share of common stock of SPAC Merger Sub
outstanding immediately prior to the Effective Time will be converted into
an equal number of shares of common stock of Iris each of which is held by
ParentCo, with the same rights, powers and privileges as the shares so
converted, and such shares will constitute the only outstanding shares of
capital stock of Iris.
Consideration
The aggregate consideration to be paid in the Transactions to the direct or
indirect owners of Liminatus will consist of 25.0 million shares of ParentCo's
common stock. The number of shares of the equity consideration was determined
based on
Redemptions
Pursuant to our charter and the Trust Agreement (defined below), eligible
holders of Class A Shares may elect to redeem all or a portion of such holder's
Class A Shares (the "SPAC Share Redemptions"), at the per-share price, payable
in cash, equal to such holder's pro rata share of Iris's trust account, by
tendering the Class A Shares of such holder for redemption not later than
Listing of New Parent Common Stock
Shares of ParentCo Common Stock and ParentCo Public Warrants are expected to be
listed on the
Representations and Warranties and Covenants
Each of the parties to the Business Combination Agreement have made representations, warranties and covenants in the Business Combination Agreement that are customary for transactions of this nature. . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The PIPE Shares, the Convertible Notes, the shares of ParentCo Common Stock into which the Convertible Notes are convertible and the transactions contemplated by the PIPE Equity Subscription Agreement and the Convertible Note Subscription Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure
On
The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
In connection with the proposed business combination, the new public company to
be formed in connection with the business combination, ParentCo, to be renamed
Participants in the Solicitation
Under
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 with respect to the proposed business combination between Iris and Liminatus. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believe," "predict," "potential," "continue," "strategy," "future," "opportunity," "would," "seem, " "seek," "outlook" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this Current Report. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements include, without limitation, Liminatus's, ParentCo's and Iris's expectations with respect to anticipated financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.
You should carefully consider the risks and uncertainties described in the "Risk
Factors" section of Iris's Form 10-K and initial public offering prospectus, and
its subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.
In addition, there will be risks and uncertainties described in the Form S-4 and
other documents filed by Iris from time to time with the
Liminatus, ParentCo and Iris caution that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. None of Liminatus, ParentCo or Iris gives any assurance that Liminatus, ParentCo or Iris will achieve its expectations. None of Liminatus, ParentCo or Iris undertakes or accepts any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.
Disclaimer
This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Business Combination Agreement, datedNovember 30, 2022 , by and amongIris Acquisition Corp ,Iris Parent Holding Corp. ,Liminatus Pharma, LLC ,Liminatus Pharma Merger Sub, Inc. andSPAC Merger Sub, Inc. 10.1 Sponsor Support Agreement, datedNovember 30, 2022 , by and amongIris Acquisition Corp, Liminatus Pharma, LLC andIris Acquisition Holdings LLC . 10.2 Lock-Up Agreement, datedNovember 30, 2022 , by and among Iris ParentHolding Corp. ,Iris Acquisition Holdings LLC ,Consonatus LLC ,Car-Tcellkor Inc. ,Curis Biotech Holdings LLC andEwon Confortech Co., Ltd. 10.3 PIPE Subscription Agreement, datedNovember 28, 2022 , by and amongIris Acquisition Corp andIris Parent Holding Corp. 10.4 Sponsor Forfeiture Agreement, datedNovember 30, 2022 , by and betweenIris Acquisition Holdings LLC andIris Acquisition Corp. 10.5 Form of Amended and Restated Registration Rights Agreement, by and among,Iris Acquisition Corp ,Iris Parent Holding Corp ,Iris Acquisition Holdings LLC ,Cantor Fitzgerald & Co. and certain other parties thereto. 10.6 Convertible Note Subscription Agreement, datedNovember 30, 2022 , by and amongIris Acquisition Corp ,Iris Parent Holding Corp. , and the PIPE Subscriber. 10.7 Form of Convertible Note. 99.1 Joint Press Release ofIris Acquisition Corp and Liminatus Pharma, LLC, datedNovember 30, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). Iris agrees to furnish supplementally a copy of any omitted
schedule to the
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