Material Agreement - Form 425

Sixth Amendment to the Business Combination Agreement

On October 23, 2024, Iris Acquisition Corp, a Delaware corporation ("Iris"), Iris Parent Holding Corp., a Delaware corporation ("ParentCo") and Liminatus Pharma, LLC, a Delaware limited liability company ("Liminatus"), entered into a sixth amendment (the "Sixth 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, the Third Amendment to Business Combination Agreement, dated March 9, 2024, the Fourth Amendment to Business Combination Agreement, dated July 19, 2024, and the Fifth Amendment to Business Combination Agreement, dated August 16, 2024 (the "BCA"), to, among other things, reduce the enterprise value associated with Liminatus to $175,000,000.

The foregoing description of the Sixth BCA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sixth BCA Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Certain Related Agreements

PIPE Equity Subscription Agreement

On October 31, 2024, ParentCo, Iris, Liminatus and the PIPE subscriber entered into a fifth amendment (the "Fifth Amendment to Equity PIPE") to the Equity Subscription Agreement, dated November 28, 2022, as amended by the Amendment to Equity Subscription Agreement, dated August 14, 2023, the Second Amendment to the Equity Subscription Agreement, dated March 9, 2024, the Third Amendment to Equity Subscription Agreement, dated July 23, 2024, and the Fourth Amendment to Equity Subscription Agreement, dated August 16, 2024 (the "PIPE Equity Subscription Agreement"), pursuant to which the Aggregate Purchase Price (as defined therein) was amended to $15,000,000, and the number of subscribed shares was amended to 1,500,000 shares.

The foregoing description of the Fifth Amendment to Equity PIPE does not purport to be complete and is qualified in its entirety by the terms and conditions of the Fifth Amendment to Equity PIPE, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.