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May 30, 2023
Sumit Mehta
Chief Executive Officer
Iris Parent Holding Corp.
6 Centerpointe Drive #625
La Palma, California 90623
Re:Iris Parent Holding Corp.
Draft Registration Statement on Form S-4
Submitted May 2, 2023
CIK No. 0001971387
Dear Sumit Mehta:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 submitted May 2, 2023
Cover Page
1.Please revise your cover page to disclose the valuation assigned to Liminatus for purposes
of the Business Combination.
2.We note your disclosure that "[a]fter the completion of the Business Combination,
Liminatus Members will beneficially own approximately 67.6% of the combined voting
power of the ParentCo common stock, assuming no redemptions (or 69.4% assuming
maximum redemptions)."  Please reconcile this disclosure to the disclosure in your table
on page xi.
3.We note your disclosure that ParentCo will be a "controlled company" after the

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completion of the Business Combination.  Identify the controller shareholders and those
shareholders' total voting power, and, if true, disclose that the controlling shareholders
may have the ability to control the outcome of matters submitted to shareholders of
ParentCo for approval.  Although we note your disclosure that you may elect to take
advantage of of certain "controlled company" exemptions, please disclose if you intend to
rely on any such exemptions.
How will the initial stockholders and Iris's directors and officers vote?, page xv
4.We note certain shareholders agreed to waive their redemption rights.  Please describe any
consideration provided in exchange for this agreement.
May the initial stockholders, Iris's directors, officers, advisors or their respective affiliates
purchase shares...?, page xv
5.We note your disclosure that the initial stockholders, directors, officers, advisors or their
respective affiliates may purchase shares of Iris common stock on the open market, and
may purchase shares in privately negotiated transactions from stockholders who vote, or
indicate an intention to vote, against the Business Combination Proposal, or who have
elected or redeem, or indicate an intention to redeem, their shares in connection with the
Business Combination, although they are under no obligation to do so.  In an appropriate
place, please explain how such transactions would comply with the requirements of Rule
14e-5 under the Exchange Act and the guidance provided by Tender Offer Rules and
Schedules Compliance and Disclosure Interpretation Question 166.01.
What are the U.S. federal income tax consequences to me as a result of the Business
Combination?, page xvii
6.We note your disclosure that "[i]f none of the public stockholders elect to redeem, then the
public stockholders will receive over 20% of the ParentCo Common Stock received in the
Mergers and their plans may be relevant for purposes of determining whether the Mergers
satisfy the control requirement…."  Please reconcile this disclosure, and the similar
disclosure on page 132, with the disclosure in your table on page xi which shows that if no
additional redemptions are made the Iris public stockholders would own 4% of ParentCo
after the closing.  If your revised disclosure would impact the tax conclusions, please
further revise your disclosure as appropriate.
Summary of the Proxy Statement/Prospectus, page 1
7.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding the warrants become eligible for
redemption.

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Listing of New ParentCo Common Stock, page 3
8.We note your disclosure that the shares of ParentCo Common Stock and the ParentCo
Public Warrants are expected to be listed on the Nasdaq Stock Market.  Please revise to
disclose if the terms of the Business Combination Agreement permit that the Nasdaq
listing closing condition could waived without recirculation or resolicitation.  If so, please
revise your risk factors to reflect the risks associated with any such waiver and revise your
cover page to indicate that shareholders and warrant holders may not have certainty at the
time of the vote that ParentCo’s securities will be listed on Nasdaq following the Business
Combination.
Non-Binding Letter of Intent for Acquisition of Autoimmune Disease Biologic, page 7
9.We note your disclosure that this acquisition is expected to close in conjunction with the
closing of the Business Combination.  Please update your disclosure on the progress of
this acquisition.  If this acquisition will close in conjunction with the Business
Combination, please disclose the valuation assigned to the acquisition of these assets, the
number of your securities that will be issued and the aggregate of cash milestone
payments and the material terms of the royalty payments that may be made to the seller,
including a range of the royalty payments within ten percentage points, how those
payments will be calculated and any termination provisions with respect to the royalty
payments.
10.Revise this section to remove any safety or efficacy statements as to the assets being
acquired as safety and efficacy determinations are solely within the authority of the FDA
and comparable regulatory bodies.
Interests of Certain Persons in the Business Combination, page 16
11.Please highlight the risk that the sponsor will benefit from the completion of the Business
Combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
12.Although we note the disclosure in the last bullet point of this section, please revise to
clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative return in the post-
Business Combination company.
The future exercise of registration rights may adversely affect the market price of the ParentCo
Common Stock after the Business Combination, page 80
13.Please expand this risk factor to address the common stock underlying the Convertible
Notes.
Unaudited Pro Forma Combined Financial Information, page 83
14.On pages 84 and 88 you explain that the business combination will be treated as the

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equivalent of Liminatus issuing stock for the net assets of Iris, accompanied by a
recapitalization.  However, on pages 10 and 111 you state that it will be treated as the
equivalent of ParentCo issuing stock for the net assets of Iris, accompanied by a
recapitalization.  Please revise to clarify this apparent discrepancy.
Background of the Business Combination, page 100
15.We note your disclosure on page 103 that Liminatus was brought to Iris by Cantor
Fitzgerald as a potential business combination target.  Please revise your disclosure as
follows:
•revise to highlight all of the material interests in the transaction held by Cantor,
including the private placement warrants issued to Cantor and the deferred
underwriting fees.  Disclose the approximate dollar value of those interests based on
the transaction value and recent trading prices as compared to the consideration given
for those interests.  Please also disclose what those interests would be worth to Cantor
if a business combination was not consummated;
•disclose whether Cantor presented any other potential targets and, if so, how those
targets were evaluated;
•disclose whether Cantor has engaged in any business activities with Liminatus or
holds any interests in Liminatus;
•clarify how the Iris board considered these conflicts in negotiating and
recommending the business combination;
•disclose the acquisition criteria set forth in your 8-K filed on July 27, 2022 and
clarify how Liminatus met those criteria; and
•clarify if the board considered other companies in the biopharma sector.
16.Please revise your disclosure to provide stockholders with an understanding of how,
when, and why the material terms of the business combination agreement and merger
consideration evolved.  Please ensure that your revised disclosure specifically includes a
discussion of how the enterprise value of approximately $250 million for Liminatus was
negotiated and determined and discuss the factors or conditions that supported and led to
the final valuation.
Regulatory Matters, page 111
17.Please disclose the current status of your filings under the HSR Act.
Reasons for the Advisory Charter Amendments, page 122
18.Please indicate the reasons for Advisory Charter Proposal F.  Please ensure that your
revised disclosure indicates that your exclusive forum provision may result in increased
costs for stockholders to bring a claim.
Iris's Management's Discussion And Analysis, page 166
19.Please disclose the relationship between Iris Parent Holding Corp. and Iris Acquisition

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Corp. indicating whether they are affiliated and, if so, how, or direct us to existing
disclosures.
Business of Liminatus, page 170
20.Please indicate the basis for your disclosure that the market opportunity size is "$70
billion in 2022 and expected to reach $120 billion in 2026 at a compound annual growth
rate (CAGR) of 14.3%."  Please clarify if the market opportunity size you describe relates
to cancer vaccine therapies in general and indicate the market opportunity for the
indications and patient populations that you are currently pursuing.
21.Please revise your registration statement here and throughout to remove statements that
GCC CAR-T therapy is a "first in class" approach as such statements are speculative
given your current stage of development.
22.We note your disclosure that the GCC CAR-T candidate is to be progressed in a Phase 1
study.  If known, please indicate when Liminatus expects to submit an IND application or
the status of any such application made to date.
23.Throughout your filing you make statements and predictions regarding the safety and
efficacy of your product candidates.  Safety and efficacy are conclusions that are within
the sole authority of the FDA and are assessed throughout the entire development process.
 Given that none of your candidates have received FDA approval to date, it is not
appropriate to state, imply, or predict that your product candidates are safe or effective.
 Please revise to remove all statements related to the safety and efficacy of your product
candidates.  For example, we note the following statements:
•"GCC CAR-T cells exhibit extraordinary efficacy in eliminating established
metastatic disease without producing autoimmunity;"
•"Vaccinating early-stage CRC patients with the GCC Vaccine may safely prevent
disease recurrence through elimination of micrometastases;"
•"CAR-T cells targeting GCC have an good safety profile;"
•"[t]he GCC Vaccine has demonstrated a good safety profile;"
•"GCC CAR-T … has shown an exemplary safety profile;" and
•"The … efficacy, and safety of Ad5.F35-mGCC-S1 has been demonstrated;" etc.
Pipeline Table, page 172
24.Please revise your pipeline table to make the columns for each phase more visible and the
same size.  Additionally, please revise your table to add a column for Phase III.
License Agreements, page 189
25.We note your disclosure of several license agreements on page 189.  Please revise your
disclosure to include more information on the material terms of these agreements, for
example, termination clauses.  For the CAR-T License and the Vaccine License, where
you disclose that you will pay low double digit royalty rates, please narrow your
disclosure to a range within 10 percentage points.

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Liminatus's Management Discussion and Analysis
Research and Development Expenses, page 198
26.We note the discussion on page 197 that research and development activities are central to
your business model and you plan in to increase the expenses substantially for the
foreseeable future.  Given the importance of research and development to your business,
please revise the filing to disclose total costs by product candidate as well as by the nature
of expense for each period presented.  To the extent that you do not track expenses by
product candidate, please disclose as such.
Capital Requirements, page 199
27.We note your disclosure that the $10.0 million in bonds to Feelux Co. is expected to be
repaid upon the Business Combination.  Please tell us how this disclosure reconciles to the
pro forma combined balance sheet on page 86.  We also note Section 4.1(b)(x) of the
Business Combination Agreement.  Please also revise your disclosure in this section to
indicate how this debt is expected to be satisfied.
Executive Officers, page 205
28.Please indicate whether Javier Cote-Sierra, PhD will continue to serve as Co-Founder and
CSO of Allianthera Biopharma after the consummation of your business combination.  If
so, please disclose potential conflicts of interest and include risk factor disclosure as
appropriate.
Management of ParentCo Following the Business Combination, page 205
29.Briefly describe the business experience during the past five years of each director,
executive officer, person nominated or chosen to become a director or executive officer,
and each person named in answer to paragraph (c) of Item 401 of Regulation S-K,
including each person's principal occupations and employment during the past five years.
Refer to Item 401(b) of Regulation S-K.  Given that much of the information is to be
provided in an amendment to this section, please ensure that you have indicated how long
each of the foregoing persons have been with Liminatus.  We also note your disclosure on
page 27, that as of December 31, 2022, Liminatus had one full-time employee, its CEO,
Chris Kim.  If the executive officers and significant employees have recently joined
Liminatus, please include appropriate risk factor disclosure.
30.Please file any employment agreements with the executive officers as exhibits.  Refer to
Item 601(b)(10) of Regulation S-K.
31.If any person who has not signed the registration statement is named therein as about to
become a director of ParentCo, please file the written consent of such person as an
exhibit.  Refer to Securities Act Rule 438.

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