SecProbe.io

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 Liminatus Pharma, Inc.

 6 Centerpointe Drive #625

 La Palma, CA 90623

 VIA EDGAR

 August 11, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:	Tyler Howes

 Tim Buchmiller

 Re:
 Liminatus Pharma, Inc.

 Registration Statement on Form S-1

 File No. 333-288289

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Liminatus Pharma, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:00 p.m., Eastern Time, on August 12, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Chris Kim

 Chris Kim,
 Chief Executive Officer

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 Giovanni Caruso
 Partner
 345 Park Avenue
 New York, NY 10154
 Direct 212.407.4866
 Main 212.407.4000
 Fax 212.937.3943
gcaruso@loeb.com

 July 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Tyler Howes

 Tim Buchmiller

 Re:

 Liminatus Pharma, Inc.
 Registration Statement on Form S-1
 Filed June 24, 2025
 File No. 333-288289

 Ladies and Gentlemen:

 On behalf of our client, Liminatus
Pharma, Inc., a Delaware corporation (the "Company"), we respond to the comments of the staff of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the "Staff") with respect to the above-referenced Registration Statement
on Form S-1 filed on June 24, 2025, contained in the Staff's letter dated July 3, 2025 (the "Comment Letter").

 The Company has filed via
EDGAR Amendment No. 1 to the Registration Statement on Form S-1 (the "Amendment"), which reflects the Company's responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below and is followed by the Company's response. All page references in the responses set forth below refer to the page
numbers in the Amendment.

 Registration Statement on Form S-1

 General

 1. We note that you are registering 1,750,000 shares of common stock issuable to Cantor in settlement
of $7.0 million of deferred underwriter fees. Please revise, wherever appropriate, to explain how the number of shares issuable to Cantor
was calculated. In this regard, we note that the amendment to your Form S-4 filed on August 9, 2024 indicated that 700,000 shares would
be issuable to Cantor in settlement of these deferred underwriting fees, subject to adjustment based on the five day volume-weighted average
price prior to the filing of a resale registration statement covering such shares, and it appears that your shares traded above $10.00
per share during that period.

 COMPANY RESPONSE: In response
to the Staff's comment, the Company has revised the disclosure on page 115 of the Amendment.

 2. Please revise to include pro forma condensed combined financial information showing the impact of the
consummation of the Business Combination and the other events contemplated by the Business Combination Agreement for the period ended
March 31, 2025 as you have in the amended Form 8-K filed June 2, 2025 or otherwise advise.

 COMPANY RESPONSE: In response
to the Staff's comment, the Company has revised the disclosure beginning on page 65 of the Amendment to include the pro forma combined
financial information.

 Please do not hesitate to
contact Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

 Sincerely,

 /s/ Giovanni Caruso

 Giovanni Caruso

 Partner

 cc: Chris Kim

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 3, 2025

Chris Kim
Chief Executive Officer
Liminatus Pharma, Inc.
6 Centerpointe Drive #625
La Palma, CA 90623

 Re: Liminatus Pharma, Inc.
 Registration Statement on Form S-1
 Filed June 24, 2025
 File No. 333-288289
Dear Chris Kim:

 We have conducted a limited review of 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-1
General

1. We note that you are registering 1,750,000 shares of common stock
issuable to Cantor
 in settlement of $7.0 million of deferred underwriter fees. Please
revise, wherever
 appropriate, to explain how the number of shares issuable to Cantor was
calculated. In
 this regard, we note that the amendment to your Form S-4 filed on August
9, 2024
 indicated that 700,000 shares would be issuable to Cantor in settlement
of these
 deferred underwriting fees, subject to adjustment based on the five day
volume-
 weighted average price prior to the filing of a resale registration
statement covering
 such shares, and it appears that your shares traded above $10.00 per
share during that
 period.
2. Please revise to include pro forma condensed combined financial
information showing
 the impact of the consummation of the Business Combination and the other
events
 July 3, 2025
Page 2

 contemplated by the Business Combination Agreement for the period ended
March
 31, 2025 as you have in the amended Form 8-K filed June 2, 2025 or
otherwise
 advise.
 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 Tyler Howes at 202-551-3370 or Tim Buchmiller at
202-551-3635
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Giovanni Caruso, Esq.
</TEXT>
</DOCUMENT>

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Iris Parent Holding
Corp.

6 Centerpointe
Drive #625,

La Palma, California
90623

VIA EDGAR

February 4, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tamika Sheppard and Tim Buchmiller

Re: Iris Parent
                                            Holding Corp.

  Acceleration Request for Post-Effective Amendment No. 3 to Registration Statement on
                                        Form S-4

  File No. 333-275409

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Iris Parent Holding Corp. (the “Company”) hereby requests acceleration of the effective date
of the above referenced Registration Statement to 1:00 p.m., Eastern Time, on February 6, 2025, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Loeb & Loeb LLP, request by telephone that such Registration Statement
be declared effective.

Please contact Chauncey Lane of Holland &
Knight LLP at (214) 969-1278, or by email at Chauncey.Lane@hklaw.com, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

[Signature Page Follows]

    Sincerely,

    /s/ Chris
    Kim

    Name: Chris Kim

    Title: Chief Executive Officer

Signature Page to Acceleration Request
Letter

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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

January 23, 2025
Chris Kim
Chief Executive Officer and Director
Iris Parent Holding Corp.
6 Centerpointe Drive #625
La Palma, California 90623
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
Dear Chris Kim:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our December 5, 2024 letter.
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.
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.

January 23, 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.
            Please contact Sasha Parikh at 202-551-3627 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tamika Sheppard at 202-551-8346 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.

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January 15, 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. 1 to Registration Statement on Form S-4

    Filed November 8, 2024

    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 December 5, 2024, with respect to the Company’s
Post-Effective Amendment No. 1 to Registration Statement on Form S-4, filed with the Commission on November 8, 2024 (the
 “Registration Statement”).

Concurrent with the submission
of this letter, we are filing an Post-Effective Amendment No. 2 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. 1 to Registration Statement
on Form S-4

Cover Page

1. We note your revised disclosure that, after the completion
of the Business Combination, Chris Kim will be deemed to beneficially own approximately 32.7% of the outstanding voting power of ParentCo
Common Stock, assuming no redemptions (or 33.0% assuming maximum redemptions), and that ParentCo will be a “controlled company”
within the meaning of the Nasdaq rules and could elect to take advantage of certain “controlled company” exemptions.
Given the revised disclosure regarding the beneficial ownership percentages, please tell us why you continue to disclose that ParentCo
will be a “controlled company” after the completion of the Business Combination and could elect to take advantage of certain
 “controlled company” exemptions, or revise your disclosure as appropriate.

RESPONSE:

In response to the
Staff’s comment, the Company has revised the disclosure on the inside front cover page, in the letter to Iris Acquisition
Corp’s stockholders and on pages 7 and 10 of the Form S-4 to remove the disclosure that ParentCo will be a
 “controlled company” after the completion of the Business Combination.

Questions and Answers About the Proposals for Stockholders, page viii

2. Please consider expanding this section to include a Q&A
that explains why this business combination is still in the best interest of the stockholders in light of the TDT License Termination.

RESPONSE:

In response to the Staff’s
comment, the Company has revised the disclosure on pages viii and ix.

Tamika Sheppard

Tim Buchmiller

U.S. Securities & Exchange Commission

January 15, 2025

Page 2

Why am I receiving this proxy statement/prospectus?, page viii

3. We note your disclosure that ParentCo will apply to list,
to be effective at the time of the Business Combination, its common stock and warrants on Nasdaq. In an appropriate location, please address
where you stand with respect to meeting the quantitative listing standards for Nasdaq, and, if you currently do not meet such standards,
what actions you intend to take to be eligible for listing.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on the inside front cover page of the prospectus, in the letter to the Company’s stockholders, and
on pages ix, 1, 3 and 225 of the Form S-4.

Summary of the Proxy Statement/Prospectus, page 1

4. We note your disclosure under the heading “Liminatus
Pharma, LLC,” and in the first risk factor on page 25, that you refer to Liminatus as a “clinical-stage” company.
Please revise so that these statements are consistent with your other disclosure that Liminatus is a pre-clinical company.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on pages 1 and 26 of the Form S-4 to refer to Liminatus as a pre-clinical stage company.

5. We note your initial disclosure of the termination of the
TDT license agreement included in the Explanatory Note. Please expand your disclosure of the license agreement termination here to include
additional information/explanation on why the parties decided to terminate this license agreement, given its significance to the business
plan of Liminatus.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure in the Explanatory Note and on page 11 of the Form S-4.

6. Please remove suggestions that your product candidate, IBA-101,
has a promising “safety profile,” both here and throughout your prospectus. Determinations of safety and efficacy are in the
sole jurisdiction of the FDA and given the pre-clinical stage of your current product candidate, these statements appear to be pre-mature.
Also, where you continue to discuss your toxicity-related experiments, such as on page 185, please revise to indicate whether these
results were statistically meaningful.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on pages 12 and 115 of the Form S-4. The Company has also revised the disclosure on pages 188
and 189 of the Form S-4 to provide additional disclosure requested by the Staff.

7. Please revise your statement here and throughout the prospectus
that Liminatus’ anti- CD47 antibody, IBA-101, potentially positions the company as a “frontrunner” in the CD47
space. Given the current stage of development of this product candidate such statements appear to be pre-mature.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on pages 13 and 116 of the Form S-4.

Tamika Sheppard

Tim Buchmiller

U.S. Securities & Exchange Commission

January 15, 2025

Page 3

Termination, page 4

8. We note that Section 4.1(b) of
the Business Combination Agreement has been amended so that it is now a condition to closing that Iris Acquisition Corporation shall have
received “an acknowledgement from Viral Gene stating that the obligations of the parties thereto, including ParentCo and the Company,
under, or pursuant to, the Viral Gene Assignment have been satisfied or terminated and that no obligations of any party thereto, including
ParentCo and the Company, under the Viral Gene Assignment remain outstanding.” Please update your disclosure for this new condition
to closing, indicate whether the acknowledgment has been received, and, if not, whether this condition to closing is waivable. If this
condition is waivable, please include appropriate risk factor disclosure.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on page 4 of the Form S-4.

Lock-Up Agreement, page 6

9. We note your disclosure that on August 9,
2024, ParentCo and Sponsor agreed to grant a waiver of the lock-up restrictions contained in the Lock-Up Agreement with respect to an
aggregate of 3.64 million ParentCo Shares. Please revise your disclosure so that it is clear how to reconcile this number of shares to
the provisions of the Waiver and Consent filed as Exhibit 10.8, which indicates that the waiver applies to 5.1 million shares, or
revise your disclosure as appropriate. Also indicate the business purpose for such waiver and whether there was any consideration paid
to ParentCo or the Sponsor in connection with the waiver.

RESPONSE:

In response to the Staff’s comment, the Company
has filed an amended Waiver and Consent as Exhibit 10.8 to the Form S-4 to reflect the correct number of ParentCo shares that
have been released from the lock-up restrictions and further revised the disclosure on pages 7 and 106 of the Form S-4.

The Iris Board’s Reasons for Approving
the Business Combination, page 10

10. We note the Iris Board’s determinations
and unanimous approvals in your disclosure in the first sentence of the first paragraph of this section and your disclosure, that on September 18,
2024, the Iris Board determined that notwithstanding the TDT License Termination, the Business Combination was advisable to and in the
best interests of Iris and its stockholders. Similar to your disclosure in the first sentence, please also clarify if the Iris Board unanimously
approved the Business Combination Agreement, as amended to date, and the transactions contemplated thereby, and recommended that Iris’s
stockholders approve the Business Combination Agreement, as amended to date, and the transactions contemplated thereby.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on pages 11 and 114 of the Form S-4.

Potential to Grow Globally, page 11

11. We note your reference in this section,
and in other locations, to Liminatus’ “strong intellectual property protection” Please balance these statements with
your disclosure elsewhere that the anti-CD47 antibody is covered by three early-stage applications.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on pages 12 and 115 of the Form S-4.

Tamika Sheppard

Tim Buchmiller

U.S. Securities & Exchange Commission

January 15, 2025

Page 4

Background of the Business Combination Target
F (Liminatus), page 109

12. Please revise to provide more detailed
disclosure of how the enterprise value associated with Liminatus was negotiated and changed from $250,000,000 to $175,000,000 following
the TDT License Termination. Please ensure your disclosure addresses how Iris Acquisition Corp negotiated the revised merger consideration
in light of the loss of Liminatus’ clinical stage product candidate and that Liminatus is now a single-asset, pre-clinical company,
and how the board determined the revised merger consideration was appropriate given those changes and determined that the transactions
contemplated by the Business Combination Agreement were advisable and in the best interests of Iris and its stockholders.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on pages 113, 114, 116 and 117 of the Form S-4.

Business of Liminatus Pre-Clinical Development
to Date, page 184

13. We note your pre-clinical development
to date of the CD47 therapeutic candidate appears to have studied Hu3A5 in murine colon adenocarcinoma and that the anticipated clinical
trials will focus on patients with lung cancer. Please disclose whether you will conduct additional pre-clinical studies that focus on
lung cancer cells prior to the anticipated clinical trials.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on page 187 of the Form S-4.

CD47, page 190

14. We note your disclosure that Magrolimab,
a CD47-targeting drug candidate, is in Phase 3 clinical trials and that this drug is expected to be the first CD47-targeted treatment
to gain approval. If the study of this drug has been wound down by the developer, please update your disclosure as appropriate.

RESPONSE:

In response to the Staff’s comment, the Company
has revised the disclosure on pages 193 and 194 of the Form S-4.

The Company believes the foregoing
fairly responds to the Staff’s comment in its letter dated December 5, 2024, 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

December 5, 2024
Chris Kim
Chief Executive Officer and Director
Iris Parent Holding Corp.
6 Centerpointe Drive #625
La Palma, California 90623
Re:Iris Parent Holding Corp.
Post-Effective Amendment No. 1 to Registration Statement on Form S-4
Filed November 8, 2024
File No. 333-275409
Dear Chris Kim:
            We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.We note your revised disclosure that, after the completion of the Business
Combination, Chris Kim will be deemed to beneficially own approximately 32.7% of
the outstanding voting power of ParentCo Common Stock, assuming no redemptions
(or 33.0% assuming maximum redemptions), and that ParentCo will be a "controlled
company" within the meaning of the Nasdaq rules and could elect to take advantage
of certain "controlled company" exemptions. Given the revised disclosure regarding
the beneficial ownership percentages, please tell us why you continue to disclose that
ParentCo will be a "controlled company" after the completion of the Business
Combination and could elect to take advantage of certain "controlled company"
exemptions, or revise your disclosure as appropriate.

December 5, 2024
Page 2
Questions and Answers About the Proposals for Stockholders, page viii
2.Please consider expanding this section to include a Q&A that explains why this
business combination is still in the best interest of the stockholders in light of the TDT
License Termination.
Why am I receiving this proxy statement/prospectus?, page viii
3.We note your disclosure that ParentCo will apply to list, to be effective at the time of
the Business Combination, its common stock and warrants on Nasdaq. In an
appropriate location, please address where you stand with respect to meeting the
quantitative listing standards for Nasdaq, and, if you currently do not meet such
standards, what actions you intend to take to be eligible for listing.
Summary of the Proxy Statement/Prospectus, page 1
4.We note your disclosure under the heading "Liminatus Pharma, LLC," and in the first
risk factor on page 25, that you refer to Liminatus as a "clinical-stage" company.
Please revise so that these statements are consistent with your other disclosure that
Liminatus is a pre-clinical company.
5.We note your initial disclosure of the termination of the TDT license agreement
included in the Explanatory Note. Please expand your disclosure of the license
agreement termination here to include additional information/explanation on why the
parties decided to terminate this license agreement, given its significance to the
business plan of Liminatus.
6.Please remove suggestions that your product candidate, IBA-101, has a promising
"safety profile," both here and throughout your prospectus. Determinations of safety
and efficacy are in the sole jurisdiction of the FDA and given the pre-clinical stage of
your current product candidate, these statements appear to be pre-mature. Also, where
you continue to discuss your toxicity-related experiments, such as on page 185, please
revise to indicate whether these results were statistically meaningful.
7.Please revise your statement here and throughout the prospectus that Liminatus' anti-
CD47 antibody, IBA-101, potentially positions the company as a "frontrunner" in the
CD47 space. Given the current stage of development of this product candidate such
statements appear to be pre-mature.
Termination, page 4
8.We note that Section 4.1(b) of the Business Combination Agreement has been
amended so that it is now a condition to closing that Iris Acquisition Corporation shall
have received "an acknowledgement from Viral Gene stating that the obligations of
the parties thereto, including ParentCo and the Company, under, or pursuant to, the
Viral Gene Assignment have been satisfied or terminated and that no obligations of
any party thereto, including ParentCo and the Company, under the Viral Gene
Assignment remain outstanding." Please update your disclosure for this new condition
to closing, indicate whether the acknowledgment has been received, and, if not,
whether this condition to closing is waivable. If this condition is waivable, please
include appropriate risk factor disclosure.

December 5, 2024
Page 3
Lock-Up Agreement, page 6
9.We note your disclosure that on August 9, 2024, ParentCo and Sponsor agreed to
grant a waiver of the lock-up restrictions contained in the Lock-Up Agreement with
respect to an aggregate of 3.64 million ParentCo Shares. Please revise your disclosure
so that it is clear how to reconcile this number of shares to the provisions of the
Waiver and Consent filed as Exhibit 10.8, which indicates that the waiver applies to
5.1 million shares, or revise your disclosure as appropriate. Also indicate the business
purpose for such waiver and whether there was any consideration paid to ParentCo or
the Sponsor in connection with the waiver.
The Iris Board's Reasons for Approving the Business Combination, page 10
10.We note the Iris Board's determinations and unanimous approvals in your disclosure
in the first sentence of the first paragraph of this section and your disclosure, that on
September 18, 2024, the Iris Board determined that notwithstanding the TDT License
Termination, the Business Combination was advisable to and in the best interests of
Iris and its stockholders. Similar to your disclosure in the first sentence, please also
clarify if the Iris Board unanimously approved the Business Combination Agreement,
as amended to date, and the transactions contemplated thereby, and recommended that
Iris's stockholders approve the Business Combination Agreement, as amended to date,
and the transactions contemplated thereby.
Potential to Grow Globally, page 11
11.We note your reference in this section, and in other locations, to Liminatus' "strong
intellectual property protection." Please balance these statements with your disclosure
elsewhere that the anti-CD47 antibody is covered by three early-stage applications.
Background of the Business Combination
Target F (Liminatus), page 109
12.Please revise to provide more detailed disclosure of how the enterprise value
associated with Liminatus was negotiated and changed from $250,000,000 to
$175,000,000 following the TDT License Termination. Please ensure your disclosure
addresses how Iris Acquisition Corp negotiated the revised merger consideration in
light of the loss of Liminatus' clinical stage product candidate and that Liminatus is
now a single-asset, pre-clinical company, and how the board determined the revised
merger consideration was appropriate given those changes and determined that the
transactions contemplated by the Business Combination Agreement were advisable
and in the best interests of Iris and its stockholders.
Business of Liminatus
Pre-Clinical Development to Date, page 184
13.We note your pre-clinical development to date of the CD47 therapeutic candidate
appears to have studied Hu3A5 in murine colon adenocarcinoma and that the
anticipated clinical trials will focus on patients with lung cancer. Please disclose
whether you will conduct additional pre-clinical studies that focus on lung cancer cells
prior to the anticipated clinical trials.

December 5, 2024
Page 4
CD47, page 190
14.We note your disclosure that Magrolimab, a CD47-targeting drug candidate, is in
Phase 3 clinical trials and that this drug is expected to be the first CD47-targeted
treatment to gain approval. If the study of this drug has been wound down by the
developer, please update your disclosure as appropriate.
            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.
            Please contact Sasha Parikh at 202-551-3627 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tamika Sheppard at 202-551-8346 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.

CORRESP
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Iris Parent Holding Corp.

6 Centerpointe Drive #625,

La Palma, California 90623

VIA EDGAR

August 9, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jimmy McNamara and Tim Buchmiller

 Re: Iris Parent Holding Corp.

Acceleration Request for Registration Statement
on Form S-4

File No. 333-275409

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Iris Parent Holding Corp. (the “Company”) hereby requests acceleration of the effective date
of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on August 9, 2024, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Loeb & Loeb LLP, request by telephone that such Registration Statement
be declared effective.

Please contact Chauncey Lane of Holland &
Knight LLP at (214) 969-1278, or by email at Chauncey.Lane@hklaw.com, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

[Signature Page Follows]

    Sincerely,

    /s/ Chris Kim

    Name: Chris Kim

    Title: Chief Executive Officer

Signature Page to Acceleration Request
Letter

CORRESP
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August 8, 2024

VIA EDGAR & ELECTRONIC MAIL

Jimmy McNamara

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.

    Registration Statement on Form S-4

    Filed August 7, 2024

    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 August 8, 2024, with respect to the Company’s
Registration Statement on Form S-4, filed with the Commission on August 8, 2024 (the “Registration Statement”).

Concurrent with the submission
of this letter, we are filing an Amendment No. 4 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.

Jimmy McNamara

Tim Buchmiller

U.S. Securities & Exchange Commission

August 8, 2024

Page 2

Amendment No. 3 to Registration Statement on Form S-4

Risks Related to Liminatus's Intellectual Property

Liminatus depends significantly on intellectual property..., page 54

    1.
    We note your disclosure on page 54 that Liminatus’ exclusive license under the TDT agreement and Vaccine License will become a non-exclusive license upon Liminatus undergoing a change of control (as defined in the agreement), and your disclosure on page 59, that upon a change of control, the licensors may have the right to terminate agreements or may reduce or eliminate Liminatus’ rights under those agreements. Please disclose if the Business Combination would constitute a “change of control” for purposes of those agreements. If so, disclose whether the counterparties to those agreements have consented to the change of control. If such consents have not been obtained, please indicate whether the closing is conditioned upon receiving such consents and include more detailed disclosure regarding the related risks if such consents are not obtained.

RESPONSE:

In response to the Staff’s comment, we have
revised the disclosure on pages 54 and 55 of the Form S-4.

General

    2.
    We note your response to comment 2, including removing the opinion regarding the shares of ParentCo Common Stock that are issuable upon the exercise or redemption of the ParentCo Public Warrants in Exhibit 5.1. We also note your disclosure elsewhere that the date to complete your business combination is September 9, 2024. To the extent that the ParentCo Public Warrants are exercisable within one year of registration, please register the underlying shares of common stock in accordance with Securities Act Sections C&DI Question 103.04.

RESPONSE:

In response to the Staff’s comment, we have
revised the Form S-4 to register the shares of ParentCo Common Stock that are issuable upon the exercise or redemption of the ParentCo
Public Warrants.

The Company believes the foregoing
fairly responds to the Staff’s comment in its letter dated August 8, 2024, 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/ Sumit Mehta

    Name:
    Sumit Mehta

    Title:
    Chief Executive Officer

cc: Chauncey Lane, Esq., Holland & Knight LLP

August 8, 2024
Sumit Mehta
Chief Executive Officer
Iris Parent Holding Corp.
6 Centerpointe Drive #625
La Palma, California 90623
Re:Iris Parent Holding Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed August 7, 2024
File No. 333-275409
Dear Sumit Mehta:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our August 5, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4
Risks Related to Liminatus's Intellectual Property
Liminatus depends significantly on intellectual property..., page 54
1.We note your disclosure on page 54 that Liminatus' exclusive license under the TDT
agreement and Vaccine License will become a non-exclusive license upon Liminatus
undergoing a change of control (as defined in the agreement), and your disclosure on page
59, that upon a change of control, the licensors may have the right to terminate
agreements or may reduce or eliminate Liminatus' rights under those agreements. Please
disclose if the Business Combination would constitute a "change of control" for purposes
of those agreements. If so, disclose whether the counterparties to those agreements have
consented to the change of control. If such consents have not been obtained, please
indicate whether the closing is conditioned upon receiving such consents and include
more detailed disclosure regarding the related risks if such consents are not obtained.

August 8, 2024
Page 2
General
2.We note your response to comment 2, including removing the opinion regarding the
shares of ParentCo Common Stock that are issuable upon the exercise or redemption of
the ParentCo Public Warrants in Exhibit 5.1. We also note your disclosure elsewhere that
the date to complete your business combination is September 9, 2024. To the extent that
the ParentCo Public Warrants are exercisable within one year of registration, please
register the underlying shares of common stock in accordance with Securities Act
Sections C&DI Question 103.04.
            Please contact Sasha Parikh at 202-551-3627 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 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.

CORRESP
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filename1.htm

August 7, 2024

VIA EDGAR & ELECTRONIC MAIL

Jimmy McNamara

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.

    Registration Statement on Form S-4

    Filed July 25, 2024

    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 August 5, 2024, with respect to the Company’s
Registration Statement on Form S-4, filed with the Commission on July 25, 2024 (the “Registration Statement”).

Concurrent with the submission
of this letter, we are filing an 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.

Jimmy McNamara

Tim Buchmiller

U.S. Securities & Exchange Commission

August 7, 2024

Page 2

Amendment No. 2 to Registration Statement on Form S-4

Risk Factors

To mitigate the risk that we might be deemed to be an investment
company..., page 83

    1.

    We note your disclosure that to mitigate
    the risk of being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of
    the Investment Company Act) under the proposed rules issued by the SEC and thus potentially subject to regulation under the Investment
    Company Act, in December 2023, the company instructed Continental, the trustee with respect to the Trust Account, to liquidate the
    U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account
    in a money market account that functions as an interest bearing cash deposit account until the earlier of the consummation of a business
    combination or the liquidation of the company. However, we continue to note your disclosure on page F-11 that as of March 31,
    2024 and December 31, 2023, the company had a total of $3,118,739 and $4,291,332, respectively in the Trust Account held in money
    market funds cash equivalents. Please revise your disclosure to indicate when the U.S. government treasury obligations or money market
    funds held

    in the Trust Account were liquidated and
    moved to a money market account.

RESPONSE:

In response to the Staff’s comment, we
have revised the disclosure on pages 84, 85, 158, 170, F-11 and F-35 to clarify that at all times after December 2022 the cash in the Trust Account
was not invested in government securities but was instead invested in interest bearing cash accounts.

General

    2.
    We note the opinion filed as exhibit 5.1 opines on the shares of ParentCo Common Stock that are issuable upon the exercise or redemption of the ParentCo Public Warrants, however, we do not see those shares addressed in the prospectus (including the headings on the proxy statement/prospectus cover page) or in the filing fee table. Please advise or revise.

RESPONSE:

In response to the Staff’s comment, we have
revised the exhibit 5.1 opinion to remove the opinion regarding the shares of ParentCo Common Stock that are issuable upon the exercise
or redemption of the ParentCo Public Warrants.

The Company believes the foregoing
fairly responds to the Staff’s comment in its letter dated August 5, 2024, 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/ Sumit Mehta

    Name:
    Sumit Mehta

    Title:
    Chief Executive Officer

cc: Chauncey Lane, Esq., Holland & Knight LLP

August 5, 2024
Sumit Mehta
Chief Executive Officer
Iris Parent Holding Corp.
6 Centerpointe Drive #625
La Palma, California 90623
Re:Iris Parent Holding Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 25, 2024
File No. 333-275409
Dear Sumit Mehta:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our July 11, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
Risk Factors
To mitigate the risk that we might be deemed to be an investment company..., page 83
We note your disclosure that to mitigate the risk of being deemed to be an unregistered
investment company (including under the subjective test of Section 3(a)(1)(A) of the
Investment Company Act) under the proposed rules issued by the SEC and thus
potentially subject to regulation under the Investment Company Act, in December 2023,
the company instructed Continental, the trustee with respect to the Trust Account, to
liquidate the U.S. government treasury obligations or money market funds held in the
Trust Account and thereafter to hold all funds in the Trust Account in a money market
account that functions as an interest bearing cash deposit account until the earlier of the
consummation of a business combination or the liquidation of the company. However, we
continue to note your disclosure on page F-11 that as of March 31, 2024 and December 1.

August 5, 2024
Page 2
31, 2023, the company had a total of $3,118,739 and $4,291,332, respectively in the Trust
Account held in money market funds cash equivalents. Please revise your disclosure to
indicate when the the U.S. government treasury obligations or money market funds held
in the Trust Account were liquidated and moved to a money market account.
General
2.We note the opinion filed as exhibit 5.1 opines on the shares of ParentCo Common Stock
that are issuable upon the exercise or redemption of the ParentCo Public Warrants,
however, we do not see those shares addressed in the prospectus (including the headings
on the proxy statement/prospectus cover page) or in the filing fee table. Please advise or
revise.
            Please contact Sasha Parikh at 202-551-3627 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 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.

CORRESP
1
filename1.htm

July 25,
2024

VIA EDGAR & ELECTRONIC MAIL

Jimmy McNamara

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.

    Registration Statement on Form S-4

    Filed June 14, 2024

    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 July 11, 2024, with respect to the Company’s
Registration Statement on Form S-4, filed with the Commission on June 14, 2024 (the “Registration Statement”).

Concurrent with the submission
of this letter, we are filing an Amendment No. 2 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.

Jimmy McNamara

Tim Buchmiller

U.S. Securities & Exchange Commission

July 25, 2024

Page 2

Amendment No. 1 to Registration Statement on Form S-4

Iris's Management's Discussion and Analysis of Financial Condition
and Results of Operations

Critical Accounting Policies and Estimates, page 176

    1.
    Under the headers 'Fair Value of Warrants' and 'Fair Value of Derivative Liability', you state that your third party valuation firm uses the most observable inputs available. Please revise your filing to name this valuation firm and provide their consent. Alternatively, to the extent you determined the fair values and considered or relied in part upon the report of this valuation firm, revise your disclosure accordingly. See Question 141.02 of the Compliance and Disclosure Interpretations for Securities Act Sections.

RESPONSE:

In response to the Staff’s comment, we have
revised the disclosure on pages  177 and 178.

Liminatus' Management's Discussion and Analysis,
page 203

    2.
    Please revise the filing to provide a discussion of financial condition, changes in financial condition and results of operations for Liminatus' most recently completed fiscal year, December 31, 2023, along with the comparative prior period. Refer to Item 14(h) of Form S-4 and Item 303(b) of Regulation S-K. This comment also applies to Iris' MD&A on page 172.

RESPONSE:

In response to the Staff’s comment, we have
revised the disclosure on pages  175, 176, 177, 209 and 210 of the Form S-4.

Jimmy McNamara

Tim Buchmiller

U.S. Securities & Exchange Commission

July 25, 2024

Page 3

Management of ParentCo Following the Business Combination, page 214

    3.
    We note your response to comment 8, including your revised risk factor disclosure on page 53, and re-issue. Please disclose 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.

RESPONSE:

In response to the Staff’s comment, we have
revised the disclosure on page 53 of the Form S-4.

Jimmy McNamara

Tim Buchmiller

U.S. Securities & Exchange Commission

July 25, 2024

Page 4

Audited Financial Statements of Liminatus Pharma, LLC

Report of Independent Registered Public Accounting Firm, page F-65

    4.
    We note that the date of your auditor's report, May 13, 2023, does not agree to their consent and precedes the balance sheet date. Please have your auditor revise to reflect the proper date of their report.

RESPONSE:

In response to the Staff’s comment, we have
revised the date to reflect the correct date of the auditor’s report.

General

    5.
    We note your response to comment 7 and re-issue. We note your disclosures on F-8, and elsewhere, that "[t]he safety of Ad5hGCC-PADRE was established in a successful U.S. Food and Drug Administration ("FDA") phase I clinical trial in November 2015...". Because FDA approval is dependent on the agency making a formal determination that a drug is safe and effective, it is premature for you to describe any clinical stage product as safe and effective, or that the results of any of trials demonstrated or established safety or efficacy. Please remove or revise these statements and statements suggesting safety and efficacy.

RESPONSE:

In response to the Staff’s comment, we have
revised the disclosure on pages F-8, F-32, F-54 and F-70 of the Form S-4.

    6.
    We note that as of March 31, 2024 and December 31, 2023, Iris Acquisition Corp had a total of $3,118,739 and $4,291,332, respectively in the Trust Account held in money market funds cash equivalents. If the assets in the trust account are securities, including U.S. Government securities or shares of money market funds registered under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, disclose the risk that Iris Acquisition Corp could be considered to be operating as an unregistered investment company. Disclose that if Iris Acquisition Corp is found to be operating as an unregistered investment company, it may be required to change its operations, wind down its operations, or register as an investment company under the Investment Company Act. Also include disclosure with respect to the consequences to investors if Iris Acquisition Corp is required to wind down its operations as a result of this status, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and any warrants, which would expire worthless.

RESPONSE:

In response to the Staff’s comment, we have
revised the disclosure on pages 82, 83 and 84 of the Form S-4 in response to the Staff’s comment.

Jimmy McNamara

Tim Buchmiller

U.S. Securities & Exchange Commission

July 25, 2024

Page 5

The Company believes the foregoing
fairly responds to the Staff’s comment in its letter dated July 11, 2024, 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/ Sumit Mehta

    Name:
    Sumit Mehta

    Title:
    Chief Executive Officer

cc: Chauncey Lane, Esq., Holland & Knight LLP

July 11, 2024
Sumit Mehta
Chief Executive Officer
Iris Parent Holding Corp.
6 Centerpointe Drive #625
La Palma, California 90623
Re:Iris Parent Holding Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 14, 2024
File No. 333-275409
Dear Sumit Mehta:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our December 4, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Iris's Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, page 176
1.Under the headers 'Fair Value of Warrants' and 'Fair Value of Derivative Liability', you
state that your  third party valuation firm uses the most observable inputs available. Please
revise your filing to name this valuation firm and provide their consent. Alternatively, to
the extent you determined the fair values and considered or relied in part upon the report
of this valuation firm, revise your disclosure accordingly. See Question 141.02 of the
Compliance and Disclosure Interpretations for Securities Act Sections.
Liminatus' Management's Discussion and Analysis, page 203
Please revise the filing to provide a discussion of financial condition, changes in financial
condition and results of operations for Liminatus' most recently completed fiscal year, 2.

July 11, 2024
Page 2
December 31, 2023, along with the comparative prior period. Refer to Item 14(h) of Form
S-4 and Item 303(b) of Regulation S-K. This comment also applies to Iris' MD&A on
page 172.
Management of ParentCo Following the Business Combination, page 214
3.We note your response to comment 8, including your revised risk factor disclosure on
page 53, and re-issue. Please disclose 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.
Audited Financial Statements of Liminatus Pharma, LLC
Report of Independent Registered Public Accounting Firm, page F-65
4.We note that the date of your auditor's report, May 13, 2023, does not agree to their
consent and precedes the balance sheet date. Please have your auditor revise to reflect the
proper date of their report.
General
5.We note your response to comment 7 and re-issue. We note your disclosures on F-8, and
elsewhere, that "[t]he safety of Ad5hGCC-PADRE was established in a successful U.S.
Food and Drug Administration ("FDA") phase I clinical trial in November
2015...". Because FDA approval is dependent on the agency making a formal
determination that a drug is safe and effective, it is premature for you to describe
any clinical stage product as safe and effective, or that the results of any of trials
demonstrated or established safety or efficacy. Please remove or revise these statements
and statements suggesting safety and efficacy.
6.We note that as of March 31, 2024 and December 31, 2023, Iris Acquisition Corp had a
total of $3,118,739 and $4,291,332, respectively in the Trust Account held in money
market funds cash equivalents. If the assets in the trust account are securities, including
U.S. Government securities or shares of money market funds registered under the
Investment Company Act and regulated pursuant to rule 2a-7 of that Act, disclose the risk
that Iris Acquisition Corp could be considered to be operating as an unregistered
investment company. Disclose that if Iris Acquisition Corp is found to be operating as an
unregistered investment company, it may be required to change its operations, wind down
its operations, or register as an investment company under the Investment Company Act.
Also include disclosure with respect to the consequences to investors if Iris Acquisition
Corp is required to wind down its operations as a result of this status, such as the losses of
the investment opportunity in a target company, any price appreciation in the combined
company, and any warrants, which would expire worthless.

July 11, 2024
Page 3
            Please contact Sasha Parikh at 202-551-3627 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 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.

CORRESP
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June 14, 2024

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.

  Registration Statement on Form S-4

  Filed November 8, 2023

  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 December 4, 2023, with respect to the Company’s
Registration Statement on Form S-4, filed with the Commission on November 8, 2023 (the “Registration Statement”).

Concurrent with the submission
of this letter, we are filing an Amendment No. 1 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.

Cindy Polynice

Tim Buchmiller

U.S. Securities &
Exchange Commission

June 14, 2024

Page 2

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.

RESPONSE:

We have revised the
disclosure on page 4 of the Form S-4 to disclose 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.

RESPONSE:

In response to the Staff's comment, we have revised the disclosure on the inside front cover and letter to stockholders, and on pages
7 and 10 of the Form S-4.

Cindy Polynice

Tim Buchmiller

U.S. Securities &
Exchange Commission

June 14, 2024

Page 3

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.

RESPONSE:

In response to the Staff’s comment, we have revised the disclosure
on pages 74 and 75 of the Form S-4.

The transactions related to the advances are not
reflected in the unaudited pro forma combined balance sheet because the advances will be repaid through the proceeds of the Business Combination
received by Iris Acquisition Corp.

The disclosure on page 230
of the Form S-4 has been updated to reflect the advances, as appropriate.

Cindy Polynice

Tim Buchmiller

U.S. Securities &
Exchange Commission

June 14, 2024

Page 4

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.

RESPONSE:

We have revised the disclosure
on page 110 of the Form S-4 to include further description of how the Iris board considered the disclosed conflicts of interest
with Cantor in negotiating and recommending the business combination.

We have further revised the
disclosure on pages 111-112  of the Form S-4 to disclose the acquisition criteria, and 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.

RESPONSE:

We have revised the disclosure
on pages 109-110 of the Form S-4 to include further description of 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.

Cindy Polynice

Tim Buchmiller

U.S. Securities &
Exchange Commission

June 14, 2024

Page 5

RESPONSE:

We have revised the disclosure
on pages 10 and 104-105 of the Form S-4 in response to the Staff’s comment.

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 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).

RESPONSE:

We
have revised the disclosure on pages 185, 187 and 190 of the Form S-4 in response to the Staff’s comment.

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

Cindy Polynice

Tim Buchmiller

U.S. Securities &
Exchange Commission

June 14, 2024

Page 6

RESPONSE:

The named executive officers
will be joining Liminatus full-time at the time of the business combination. We have added the requested risk factor disclosure on page 53
of the Form S-4

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.

RESPONSE:

We have further revised
footnote 2 on page 226 of the Form S-4 to identify 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.

RESPONSE:

We have labeled the headers for the condensed financial statements and related notes to the financial statements as unaudited.

The Company believes the foregoing
fairly responds to the Staff’s comment in its letter dated December 4, 2023, 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.

Cindy Polynice

Tim Buchmiller

U.S. Securities &
Exchange Commission

June 14, 2024

Page 7

    Sincerely,

    /s/ Sumit Mehta

    Name:
    Sumit Mehta

    Title:
    Chief Executive Officer

cc: Chauncey Lane, Esq., Holland & Knight LLP

United States securities and exchange commission logo
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.

CORRESP
1
filename1.htm

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
3

 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
4

 · 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
5

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
7

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
8

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

United States securities and exchange commission logo
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

 FirstName LastNameSumit  Mehta
 Comapany NameIris Parent Holding Corp.
 May 30, 2023 Page 2
 FirstName LastNameSumit  Mehta
Iris Parent Holding Corp.
May 30, 2023
Page 2
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.

 FirstName LastNameSumit  Mehta
 Comapany NameIris Parent Holding Corp.
 May 30, 2023 Page 3
 FirstName LastNameSumit  Mehta
Iris Parent Holding Corp.
May 30, 2023
Page 3
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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May 30, 2023
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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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