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December 4, 2023
Sumit Mehta
Chief Executive Officer
Iris Parent Holding Corp.
6 Centerpointe Drive #625
La Palma, California 90623
Re:Iris Parent Holding Corp.
Registration Statement on Form S-4
Filed November 8, 2023
File No. 333-275409
Dear Sumit Mehta:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Terms of the Business Combination, page 3
1.We note your response to comment 8 and reissue in part. Your disclosure states that the
shares of ParentCo Common Stock and the ParentCo Public Warrants are expected to be
listed on Nasdaq. Please revise to include the substantive portion of your response, that
the Nasdaq closing condition cannot be waived without recirculation or resolicitation.
Management and Board of Directors Following the Business Combination, page 7
2.Please also clarify here and elsewhere, if true, that ParentCo could delay compliance with
the majority independent board requirement in Nasdaq Rule 5605(b) until such time as it
is no longer a controlled company.

 FirstName LastNameSumit  Mehta
 Comapany NameIris Parent Holding Corp.
 December 4, 2023 Page 2
 FirstName LastName
Sumit  Mehta
Iris Parent Holding Corp.
December 4, 2023
Page 2
Risks Related to Iris's Liquidity and Capital Resources, page 73
3.We note your disclosure that Liminatus agreed to provide you with a series of advances
from the proceeds of the business combination to be received by Liminatus at the closing
of the business combination. That such advances have totaled $350,000 through
September 11, 2023, and that you are in the process of negotiating an agreement to
finalize the formal repayment terms for these advances. Please update to disclose all
advances to date, update for the finalized repayment terms, clarify whether you, the
Sponsor or any affiliates, have given up any equity in consideration for such advances,
and clarify that such advances returned to you by Liminatus from the proceeds of the
business combination will have the effect of reducing the amount of capital that would
otherwise have been available to Liminatus to fund its business plans after the business
combination and may cause Liminatus to need to raise capital sooner than if the advances
had not been agreed to, and that any such capital raising could be dilutive to shareholders
who do not redeem their shares. Please also tell us where the transactions related to the
advances are reflected in the unaudited pro forma combined balance sheet. Please also
update the disclosure in the third full paragraph on page 202 to reflect the advances, as
appropriate.
Background of the Business Combination, page 100
4.We note your response to comment 15 and reissue in part. Please revise your disclosure to
clarify how the Iris board considered the disclosed conflicts of interest with Cantor in
negotiating and recommending the business combination. Moreover, please revise to
disclose the acquisition criteria set forth in your 8-K filed on July 27, 2022, and clarify
how Liminatus met those criteria.
5.We note your response to our prior comment 16, and reissue in part. Please revise your
disclosure to further discuss the factors and conditions that supported and led to a
final enterprise valuation of $250 million.
Regulatory Matters, page 114
6.We note from your response to comment 17 that the parties to the Business Combination
have determined that the transaction does not meet the relevant HSR Act thresholds, so
the parties do not intend to make any notice filings under the HSR Act. If your response is
accurate, please revise your disclosure, that the Business Combination and the transactions
contemplated thereby are not subject to any additional regulatory requirements except for
filings under the HSR Act and the expiration of any applicable waiting period thereunder,
to reconcile with your response.
Business of Liminatus, page 171
7.We note your revisions in response to comment 23, and reissue in part. Please revise your
disclosure to remove all statements related to the safety and efficacy of your product

 FirstName LastNameSumit  Mehta
 Comapany NameIris Parent Holding Corp.
 December 4, 2023 Page 3
 FirstName LastNameSumit  Mehta
Iris Parent Holding Corp.
December 4, 2023
Page 3
candidates. For example, we continue to note the following statements:

•"The GCC Vaccine has demonstrated a good safety profile in a Phase I clinical
trial..." (page 179);
•"This vaccine vector employs recombinant human type 5 adenovirus (rAd5) and is
rendered replication-deficient, increasing safety associated with its clinical use."
(page 181); and
•"The … efficacy, and safety of Ad5.F35-mGCC-S1 has been demonstrated..." (page
184).
Management of ParentCo Following the Business Combination, page 207
8.It appears that Mr. Dam, Dr. Yoo, Dr. Lee and Dr. Choi are currently employed by other
entities. Please indicate whether these officers will continue to serve at the other entities
after the business combination or will serve full time at Liminatus. If they will continue to
also serve at other entities, please disclose potential conflicts of interest and include risk
factor disclosure as appropriate, including, as indicated in your response to comment 30,
that Liminatus has no employment agreements with its executive officers. Since the
executive officers appear to be joining Liminatus at the time of the business combination,
please include appropriate risk factor disclosure as requested by comment 29.
Beneficial Ownership of Securities, page 219
9.We note your revisions in response to comment 32. Please further revise to identify in
footnote 2 the natural persons who have voting and/or investment power over the shares
held by the Sponsor.
Condensed Financial Statements
Unaudited Financial Statements of Liminatus Pharma, LLC, page F-44
10.We note that you have labeled the financial statements as unaudited in the Index to
financial statements on page F-1. Please revise your filing to label the headers for the
condensed financial statements and the footnotes as unaudited to clearly distinguish
between audited and unaudited financial information.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at 202-551-3662 if you have
questions regarding comments on the financial statements and related matters. Please contact

 FirstName LastNameSumit  Mehta
 Comapany NameIris Parent Holding Corp.
 December 4, 2023 Page 4
 FirstName LastName
Sumit  Mehta
Iris Parent Holding Corp.
December 4, 2023
Page 4
Cindy Polynice at 202-551-8707 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Chauncey M. Lane, Esq.