Liminatus Pharma, LLC entered into a definitive business combination agreement to acquire Iris Acquisition Corp (NasdaqCM:IRAA) from Iris Acquisition Holdings LLC and others for approximately $250 million in a reverse merger transaction on November 30, 2022. The aggregate consideration to be paid in the transaction to the direct or indirect owners of Liminatus will consist of 25 million shares of Iris?s common stock. The number of shares of the equity consideration was determined based on $10.00 per share value for Iris?s common stock. The business combination implies a pro forma enterprise value of the combined company of approximately $334 million. The transaction funding includes commitments for a $15 million common stock PIPE financing and a $25 million convertible note financing to further support Liminatus? business growth strategy. Upon closing of the transaction, the combined company will be renamed ?Liminatus Pharma, Inc.?. The combined company?s common stock is expected to be listed on the Nasdaq Capital Market. The transaction is subject to review by the Securities and Exchange Commission (?SEC?) and effectiveness of the registration statement on Form S-4 to be filed with the SEC, approval by Iris? shareholders, the expiration of the waiting period (or extension thereof) under the Hart-Scott Rodino Antitrust Improvement Act of 1976, Iris shall have consolidated net tangible assets of at least $5,000,001, receipt of approval for listing on Nasdaq for the shares of Iris Common Stock to be issued in connection with the deal and satisfaction of the closing conditions set forth in the business combination agreement, including any applicable regulatory approvals. The transaction, which has been approved by Liminatus?s and Iris? boards of directors. The deal is expected to close in the first half of 2023. The combined company is expected to receive gross cash proceeds of up to $316 million, comprising the $276 million held in Iris? trust account. Mitchell Nussbaum of Loeb & Loeb LLP acted as legal advisor to Liminatus. Chauncey Lane of Holland & Knight LLP acted as legal advisor to Iris.
Continental Stock Transfer & Trust Company acted as transfer agent and; Alliance Advisors, LLC acted as information agent to Iris Acquisition in the transaction and will receive a fee of $15,000 for service.