Material Agreement - Form 425

Fourth Amendment to the Business Combination Agreement

On July 19, 2024, Iris Acquisition Corp, a Delaware corporation ("we," "our," or "Iris"), Iris Parent Holding Corp., a Delaware corporation ("ParentCo") and Liminatus Pharma, LLC, a Delaware limited liability company ("Liminatus"), entered into a fourth amendment (the "Fourth BCA Amendment") to the Business Combination Agreement, dated November 30, 2022, as amended by the Amendment to Business Combination Agreement, dated June 1, 2023, the Second Amendment to Business Combination Agreement, dated August 14, 2023, and the Third Amendment to Business Combination Agreement, dated March 9, 2024 (the "BCA"), to extend the date by which we must consummate a business combination to September 3, 2024.

Effect of the Fourth BCA Amendment

Other than the extension of the date by which we must consummate a business combination, all of the terms, covenants, agreements, and conditions of the BCA remain in full force and effect in accordance with its original terms.

A copy of the Fourth BCA Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Fourth BCA Amendment is qualified in its entirety by reference thereto.