Correspondence 0001104659-25-006324 from Liminatus Pharma, Inc. (LIMN)
Liminatus Pharma, Inc.
Date: Jan. 27, 2025 · CIK: 0001971387 · Accession: 0001104659-25-006324
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275409
Referenced dates: January 23, 2025
Letter
January 27, 2025
VIA EDGAR & ELECTRONIC MAIL
Tamika Sheppard
Tim Buchmiller
Division of Corporation 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.
Post- Effective Amendment No. 2 to Registration Statement on Form S-4
Filed January 16, 2025
File No. 333-275409
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 January 23, 2025, with respect to the Company’s Post-Effective Amendment No. 2 to Registration Statement on Form S-4, filed with the Commission on January 16, 2025 (the “Registration Statement”).
Concurrent with the submission of this letter, we are filing Post-Effective Amendment No. 3 to the Registration Statement (the “Form S-4”) 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.
Post-Effective Amendment No. 2 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus, page 1
1. We note your response to prior comment 5 and we reissue the comment in part. Please provide an explanation on why the TDT license agreement was terminated.
RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure in the Explanatory Note, and on pages viii, 11 and 113-114 of the Form S-4.
Conditions to Each Party's Obligations, page 4
2. We note your response to prior comment 8 and we reissue the comment in part. Please revise to disclose whether the acknowledgement from Viral Gene has been received and, if not, include a risk factor addressing the risks that would arise if Iris waives the condition that the acknowledgement be received prior to closing.
RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on page 4 of the Form S-4, and has filed the acknowledgement as Exhibit 10.9 to the Form S-4.
Tamika Sheppard
Tim Buchmiller
U.S. Securities & Exchange Commission
January 27, 2025
Page 2
Signatures, page II-5
3. Please indicate parenthetically who is signing the post-effective amendment to the registration statement in the capacity of principal executive officer, principal financial officer, and controller or principal accounting officer. Refer to Instruction 1 to Signatures on Form S-4.
RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on the signature page of the Form S-4.
The Company believes the foregoing fairly responds to the Staff’s comment in its letter dated January 23, 2025, and is prepared to provide the Staff with additional information. Thank you in advance for your assistance in this matter. If you have any questions or additional comments, please do not hesitate to contact Chauncey Lane, at (214) 969-1278.
Sincerely,
/s/ Chris Kim
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CORRESP
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filename1.htm
January 27, 2025
VIA EDGAR & ELECTRONIC MAIL
Tamika Sheppard
Tim Buchmiller
Division of Corporation 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.
Post- Effective Amendment No. 2 to Registration Statement on Form S-4
Filed January 16, 2025
File No. 333-275409
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 January 23, 2025, with respect to the Company’s
Post-Effective Amendment No. 2 to Registration Statement on Form S-4, filed with the Commission on January 16, 2025 (the “Registration
Statement”).
Concurrent with the submission
of this letter, we are filing Post-Effective Amendment No. 3 to the Registration Statement (the “Form S-4”) 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.
Post-Effective Amendment No. 2 to Registration Statement on Form
S-4
Summary of the Proxy Statement/Prospectus, page 1
1. We note your response to prior comment 5 and we reissue the comment in part. Please provide an explanation on why the TDT license
agreement was terminated.
RESPONSE:
In response to the Staff’s comment, the Company
has revised the disclosure in the Explanatory Note, and on pages viii, 11 and 113-114 of the Form S-4.
Conditions to Each Party's Obligations, page 4
2. We note your response to prior comment 8 and we reissue the comment in part. Please revise to disclose whether the acknowledgement
from Viral Gene has been received and, if not, include a risk factor addressing the risks that would arise if Iris waives the condition
that the acknowledgement be received prior to closing.
RESPONSE:
In response to the Staff’s comment, the Company
has revised the disclosure on page 4 of the Form S-4, and has filed the acknowledgement as Exhibit 10.9 to the Form S-4.
Tamika Sheppard
Tim Buchmiller
U.S. Securities & Exchange Commission
January 27, 2025
Page 2
Signatures, page II-5
3. Please indicate parenthetically who is signing the post-effective amendment to the registration statement in the capacity of
principal executive officer, principal financial officer, and controller or principal accounting officer. Refer to Instruction 1 to Signatures
on Form S-4.
RESPONSE:
In response to the Staff’s comment, the Company
has revised the disclosure on the signature page of the Form S-4.
The Company believes the foregoing
fairly responds to the Staff’s comment in its letter dated January 23, 2025, and is prepared to provide the Staff with additional
information. Thank you in advance for your assistance in this matter. If you have any questions or additional comments, please do not
hesitate to contact Chauncey Lane, at (214) 969-1278.
Sincerely,
/s/ Chris Kim
Name:
Chris Kim
Title:
Chief Executive Officer
cc: Chauncey Lane, Esq., Holland & Knight LLP