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November 8, 2023

VIA EDGAR & ELECTRONIC MAIL

Cindy Polynice

Tim Buchmiller

Division of Corporate Finance

Office of Life Sciences

United States Securities and Exchange Commission

11 F Street, NE

Washington, D.C. 20549-3561

Re: Iris Parent Holding Corp.

Draft Registration Statement on Form S-4

Submitted May 2, 2023

File No. 377-06696

Ladies and Gentlemen:

This letter sets forth the
response of Iris Parent Holding Corp. (the “Company”) to the comments of the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) set forth in your letter, dated May 30, 2023, with respect to the Company’s
Draft Registration Statement on Form S-4, submitted confidentially to the Commission on May 2, 2023 (the “DRS”).

Concurrent with the submission
of this letter, we are filing a Registration Statement on Form S-4 (the “Registration Statement”) in response to the
Staff’s comments. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Statement. For your convenience, the Staff’s comment is reprinted in bold below, followed by the Company’s response thereto.

Cindy Polynice

Tim Buchmiller

U.S. Securities & Exchange Commission

November 8, 2023

Page
2

Draft Registration Statement on Form S-4

Cover Page

 1. Please revise your cover page to disclose the valuation assigned to Liminatus for purposes
of the Business Combination.

RESPONSE:

The Company has revised the
cover page of the Registration Statement 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.

RESPONSE:

The Company has revised the
disclosure on the inside front cover page of the Registration Statement to correctly indicate that Liminatus Members will beneficially
own approximately 72.5% of the combined voting power of the ParentCo common stock, assuming no redemptions (or 73.3% assuming maximum
redemptions).

 3. We note your disclosure that ParentCo will be a "controlled company" after the 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 certain "controlled company" exemptions, please disclose
if you intend to rely on any such exemptions.

RESPONSE:

The Company has revised the
disclosure on the inside front cover page of the Registration Statement to identify the controlling stockholder and that stockholder’s
total voting power, as well as the controlling stockholder’s ability to control the outcome of matters submitted to stockholders of ParentCo for approval. The Company does not intend to rely on the controlled company exemption under the Nasdaq rules.

How will the initial stockholders and Iris's
directors and officers vote?, page xv

Cindy Polynice

Tim Buchmiller

U.S. Securities & Exchange Commission

November 8, 2023

Page
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 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

RESPONSE:

The Company confirms that
no consideration was provided in exchange for the waiver of redemption rights. Please see the disclosure on page xiv, which addresses
whether initial stockholders, Iris’s directors, officers, advisors or their respective affiliates may purchase shares.

 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.

RESPONSE:

The Company has included the
following disclosure on pages xiv-xv of the Registration Statement:

In the event our Sponsor, directors,
officers or their affiliates were to purchase shares of Iris common stock from public stockholders, such purchases would be structured
in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

 · if the Company’s Sponsor, directors, officers or their affiliates were to purchase shares of Iris
common stock on the open market from public stockholders, they would do so at a price no higher than the price offered through the Company’s
redemption process;

Cindy Polynice

Tim Buchmiller

U.S. Securities & Exchange Commission

November 8, 2023

Page
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 · any shares of Iris common stock purchased by the Company’s Sponsor, directors, officers or affiliates
would not be voted in favor of approving the Business Combination Proposal;

 · the Company’s Sponsor, directors, officers or their affiliates would not possess any redemption
rights with respect to the Iris common stock or, if they do acquire and possess redemption rights, they would waive such rights; and

 · the Company would disclose in a Form 8-K, prior to the Special Meeting, the following items:

 o the amount of Iris common stock purchased outside of the redemption offer by the Company’s Sponsor,
directors, officers or their affiliates, along with the purchase price;

 o the purpose of the purchases by the Company’s Sponsor, directors, officers or their affiliates;

 o the impact, if any, of the purchases by the Company’s Sponsor, directors, officers or their affiliates
on the likelihood that the Business Combination Proposal will be approved;

 o the identities of Company security holders who sold to the Company’s Sponsor, directors, officers
or their affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold
to the Company’s Sponsor, directors, officers or their affiliates; and

 o the number of shares of Iris common stock for which the Company has received redemption requests pursuant
to its redemption offer.

Cindy Polynice

Tim Buchmiller

U.S. Securities & Exchange Commission

November 8, 2023

Page
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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.

RESPONSE:

The Company has revised the
disclosures on pages xvii and 132 of the Registration Statement to state that if none of the public stockholders elect to redeem,
then the public stockholders will receive approximately 1.2% of the ParentCo Common Stock received in the Mergers.

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.

RESPONSE:

The Company has revised the
disclosure on pages xix-xx of the Registration Statement to highlight the material risks to public warrant holders, including
those arising from differences between private and public warrants, to disclose that the public warrants are not currently redeemable and to explain the steps, if any, the Company will take to notify
all stockholders if the warrants become eligible for redemption.

Cindy Polynice

Tim Buchmiller

U.S. Securities & Exchange Commission

November 8, 2023

Page
6

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.

RESPONSE:

The Company advises the Staff
that the Nasdaq closing condition cannot be waived without recirculation or resolicitation.

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.

RESPONSE:

The non-binding letter of
intent was terminated and the parties are not proceeding with the proposed transaction. Accordingly, this disclosure has been deleted.

 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.

RESPONSE:

The non-binding letter of
intent was terminated and the parties are not proceeding with the proposed transaction. Accordingly, this disclosure has been deleted.

Cindy Polynice

Tim Buchmiller

U.S. Securities & Exchange Commission

November 8, 2023

Page
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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.

RESPONSE:

The Company has revised the
disclosure on page 16 of the Registration Statement to 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 stockholders 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.

RESPONSE:

The Company has revised the
disclosure on page 16 of the Registration Statement to clarify that the sponsor and its affiliates may receive a positive rate of
return on their investment even if other SPAC stockholders receive a negative return on their investment 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.

RESPONSE:

The Company has expanded this
risk factor on page 80 of the Registration Statement to address the common stock underlying the Convertible Notes.

Cindy Polynice

Tim Buchmiller

U.S. Securities & Exchange Commission

November 8, 2023

Page
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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 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.

RESPONSE:

The Company has revised
the disclosures on pages 10 and 113 to indicate that the Business Combination will be treated as the equivalent of Liminatus
issuing stock for the net assets of Iris.

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.

Cindy Polynice

Tim Buchmiller

U.S. Securities & Exchange Commission

November 8, 2023

Page
9

RESPONSE:

The Company has added disclosure
on page 106 to include the disclosure requested by the Staff.

 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.

RESPONSE:

The Company has added disclosure
on page 106 to describe how the material terms of the business combination agreement and merger consideration evolved.

Regu