Iris Acquisition Corp. *

Iris Acquisition Corp. *

Jan 25, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Liminatus Pharma, Inc.

ENTERPRISE VALUE: $175 million
ANTICIPATED SYMBOL: tbd

Iris Acquisition Corp. proposes to combine with Liminatus Pharma, Inc.

Liminatus is a clinical-stage biopharmaceutical company developing novel cancer therapies that exploit the body’s immune system to recognize and attack cancer cells. The development pipeline consists of chimeric antigen receptor (CAR)-T cell therapeutics, Guanylyl Cyclase C (GCC) cancer vaccine and CD47 immune checkpoint inhibitor.


SUBSEQUENT EVENT – 12/27/24 – LINK

  • The Outside Date for the PIPE Subscription agreement was extended to June 30, 2025.

EXTENSION – 12/27/24 – LINK

  • The SPAC approved the extension from December 31, 2024 to March 31, 2025, subject to an additional 3 months for no contribution at the discretion of the Board.
    • 64,453 shares were redeemed.
    • $0.06/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 12/18/24 – LINK

  • The controlling interests of the sponsor was bought by an affiliate of Iris Equity Holdings LLC, which subsequently became the managing member of the Sponsor, from Columbass Limited.

SUBSEQUENT EVENT – 11/6/24 – LINK

  • The enterprise value was decreased from $334 million to $175 million.
  • The PIPE Subscription agreement was decreased from $25 million to $15 million.
    • The terms have not changed otherwise.

EXTENSION – 9/10/24 – LINK

  • The SPAC approved the extension from September 9, 2024 to December 31, 2024, subject to an additional 3 months at the discretion of the Board.
    • 48,107 shares were redeemed.
    • $0.06/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 7/25/24 – LINK

  • The Outside Date was extended to September 3, 2024.
  • The PIPE agreement was increased by $10 million, to a new total of $25 million at the same terms as previously mentioned.
  • The convertible note agreement was terminated.

EXTENSION – 3/12/24 – LINK

  • The SPAC approved the extension from March 9, 2024 to September 9, 2024.
    • 119,572 shares were redeemed.
    • $0.06/share per month will be deposited into the trust account.

EXTENSION – 9/12/23 – LINK

  • The SPAC approved the extension from September 9, 2023 to March 9, 2024.
    • 1,006,495 shares were redeemed at the meeting for $10.29 per share.
    • An additional $0.035 per share per month will be deposited into the trust account to 12/9/23 and to 3/9/23 if the board approves an additional 3-months if needed

EXTENSION – 12/23/22 – LINK

  • Iris Acquisition Corp extended the date by which the Company must consummate a business combination from March 9, 2023, to June 9, 2023.
  • In connection with the Special Meeting, stockholders holding 26,186,896 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.08 per share, for an aggregate redemption amount of approximately $263,963,911.68. Following such redemptions, approximately $15,064,666 will be left in trust and 1,413,104 Public Shares will remain outstanding.

TRANSACTION

  • The business combination implies a pro forma enterprise value of the combined company of approximately $334 million.
  • The combined company is expected to receive gross cash proceeds of up to $316 million, comprising the $276 million held in Iris’ trust account (assuming no redemptions by public shareholders of Iris)
  • A concurrent, committed $15 million equity PIPE financing of common stock issued at $10.00 per share and $25 million convertible note financing with an initial conversion rate of $11.50 per share of common stock, subject to future adjustments based upon the price of Iris’ publicly traded common stock.
  • The combined company will bear deferred underwriting commissions and transaction expenses out of the gross proceeds.
  • The transaction is expected to close in the first half of 2023

SPAC FUNDING (AMENDED – SEE SUBSEQUENT EVENT FROM 7/25/24)

  • PIPE Agreement
    • The PIPE Investor has committed to purchase 1,500,000 shares of ParentCo Common Stock at a purchase price per share of $10.00, for an aggregate purchase price of $15,000,000
  • Convertible Note
    • The PIPE Subscriber has committed to subscribe for and purchase 8% convertible notes of and from ParentCo in an aggregate principal amount of $25,000,000 due three years after the Closing of the Business Combination, with an initial conversion price of $11.50 per share of ParentCo Common Stock, which is subject to future downward adjustment based upon the market price of the publicly traded ParentCo Common Stock.

LOCK-UP

  • Sponsor and Company
    • For one-third of the shares, six months after the date of closing
    • For one-third of the shares, twelve months after the date of closing
    • For one-third of the shares, twenty-four months after the date of closing;
      • The date on which the closing price of the ParentCo Common Stock equals or exceeds $12.00 per share over 20/30 trading days

SPONSOR FORFEITURE

  • The Sponsor agreed to forfeit 4,177,778 Private Placement Warrants effective immediately prior to the Closing.

NOTABLE CONDITIONS TO CLOSING

  • After giving effect to all SPAC Share Redemptions and the PIPE Equity Investment, Iris shall have consolidated net tangible assets of at least $5,000,001

NOTABLE CONDITIONS TO TERMINATION

  • By Liminatus or Iris by written notice to the other Party if the consummation of the transactions contemplated by the Business Combination Agreement shall not have occurred on or before June 7, 2023 (the “Outside Date”)
  • The Outside Date was extended to July 31, 2024 – Link
  • The Outside Date was extended to September 3, 2024. – LINK
  • The Outside Date was extended to June 30, 2025. – LINK

ADVISORS

  • No advisors were listed in the Press Release

SUBSEQUENT EVENT – 7/27/22 – LINK

  • In connection with the resignation of Tribe as a member of the Sponsor, the Company’s Board of Directors deemed it beneficial to the Company and its stockholders to change the Company’s name from Tribe Capital Growth Corp I to Iris Acquisition Corp.
  • The company also changed their symbols from ATVCU, ATVC, and ATVCW to IRAAU, IRAA, IRAAW and will commence trading on July 28, 2022.
  • On July 26, 2022, the Board of Directors of the Company subsequently appointed
    • (i) Sumit Mehta to serve as the Company’s Chief Executive Officer
    • (ii) Lisha Parmar to serve as the Company’s Chief Financial Officer, and
    • (iii) Omkar Halady to serve as the Vice President of the Company.
  • Rohit Nanani, an existing director of the Company, will serve as Chairman of the Board of Directors.

SUBSEQUENT EVENT – 6/7/22 – LINK

  • On June 1, 2022, Tribe Capital Markets LLC withdrew as a member of their sponsor, Tribe Arrow Holdings I LLC, a Delaware limited liability company. 
  • In conjunction with its withdrawal as a member, Tribe resigned as the managing member of our Sponsor effective June 1, 2022. 
  • Members holding a majority of the membership interest in the Sponsor appointed Arrow Multi Asset Fund – Arrow SP6 (“Arrow”) as the managing member of the Sponsor effective June 1, 2022. 
  • Tribe and Arrow will work cooperatively to transition our management and operations and the management and operations of the Sponsor to Arrow and its affiliates. 
    • The SPAC anticipates the transition will result in changes to how and where we source, as well as underwrite, potential business combination targets.
    • Additionally, we anticipate certain of our officers and directors affiliated with Tribe will resign upon completion of the transition.
  • Resigning officers may include, but may not be limited to, our Chief Executive Officer, Chief Financial Officer and our Secretary.
  • Any vacancies created by such resignations will be filled in accordance with our bylaws.

MANAGEMENT & BOARD


Executive Officers

Sumit Mehta, 38 [Appointed CEO 7/26/22]
Chief Executive Officer

In 2019 Mr. Mehta became a managing director at Arrow Capital, a leading boutique asset manager and investment advisory firm. He has over 15 years of experience across Corporate Finance, M&A and Private Equity, and a strong track record of identifying and executing successful transactions. In his previous role, starting in 2007, Mr. Mehta was the head of Deal Structuring & Advisory at Daman Investments, one of the leading investment companies in Dubai and part of the $5 billion Gargash Group. In his career span, Mr. Mehta has led large and complex investment deals, equity and debt financing transactions ranging from $50 million to $750 million across a wide range of sectors including technology, real estate, hospitality, education, auto, and consumer care. Mr. Mehta started his career with ABN AMRO in India as an investment advisor prior to moving to the Middle East. Mr. Mehta has a BA in Economics from Delhi University and a MBA from Cass School of Business.


Lisha Parmar, — [Appointed CFO 7/26/22]
Chief Financial Officer

Lisha Parmar is a seasoned financial services professional with over 13 years of experience in Asset Management, Corporate Finance, M&A and Private Equity advisory across sectors such as high growth Technology, Consumer care, Automobile, Real Estate, Insurance and Hospitality in global markets. Lisha is currently a Vice President at Arrow Capital, where she leads origination, strategy, structuring, due-diligence and closing of buy-side and sell-side M&A advisory, Private Debt and Equity Fund raising and capital market advisory transactions including working closely with Companies and Founders on driving business growth and value post transaction. Prior to Arrow, Ms. Parmar served as a Senior Associate at Daman Investments from 2017 to 2019, one of the leading investment companies in Dubai and family/ investment office of the Gargash Group in their Deal Structuring & Advisory Division.  Ms. Parmar started her career with J.P. Morgan & Co in 2009 where she spent 7 years in J.P. Morgan Global Asset Management, responsible for portfolio management, research and investment analytics of Real Estate and Global Equities Fund Strategies with collectively $100+ billion in client assets. Ms. Lisha received her Masters in Management Studies in Finance from University of Mumbai and is currently pursuing a CFA designation.


Omkar Halady, — [Appointed VP 7/26/22]
Vice President

Omkar Halady has over 11 years of experience in M&A, Private Equity and transactional advisory across sectors such as Education, Hospitality, Healthcare, Technology, FMCG and Food & Beverage. He has worked closely with founders of tech-driven businesses advising on growth strategy, fund raising and improving overall operations of company, guiding them through their growth journey. Mr. Halady is currently serving as a Senior Associate at Arrow Capital since 2021, responsible for buy-side and sell-side advisory transactions, Prior to Arrow, Mr. Halady worked as a consultant in various GCC based Private Consulting firms such as Ideal Management Consultants (UAE based Consulting Firm) and Falak Consulting (Bahrain based Consulting Firm) between 2013-2021. Mr. Halady has also served in various analytical roles at Big 4 names such as Ernst & Young and Grant Thornton from 2010 -2013. Mr. Halady holds a Bachelors of Commerce from Periyar University.


Arjun Sethi, 38 [Resigned 7/26/22]
Chairman and Chief Executive Officer

Mr. Sethi is a serial entrepreneur, investor and executive with deep roots in the Silicon Valley and more than a decade of experience building, sourcing and investing in over 100 high-growth technology companies, most notably independently investing in companies such as Opendoor, Gusto and Truecaller. Mr. Sethi also co-founded Tribe Capital Management LLC in 2018, a venture capital firm built by engineers and data scientists, which has invested in fast growing and notable companies such as Carta, Relativity, Shiprocket, Applied Intuition, Instabase, Momentus, Bolt, Front, and Equipmentshare. Prior to founding Tribe, Mr. Sethi was a partner at Social Capital from 2016 to 2018, where he led the team which established a successful track-record of backing high-growth companies such as Slack, Cloud Kitchens, and Box. He also served on the executive team at Yahoo, from 2014 to 2016, where he grew product usage to over 1 billion monthly active unique users. He joined Yahoo as part of its acquisition of MessageMe, a messaging app he founded in 2012. Prior to that, Mr. Sethi co-founded LOLapps, a mobile gaming and applications company which he scaled to 100 million monthly users before it was sold to 6waves, a subsidiary of Nexon. Mr. Sethi graduated from the University of Maryland College Park, with a bachelor’s degree in history.


Omar Chohan, 40 [Resigned 7/26/22]
Chief Financial Officer

Mr. Chohan brings over 20 years of CFO experience with broad cross border, strategic and transactional experience. Since 2020, Mr. Chohan has served as a partner, and runs the Special Situations Group at Tribe Capital Management LLC, a venture capital firm built by engineers and data scientists. Mr. Chohan has extensive experience supporting growth stage companies around the world. He currently sits on the board of Ampaire and also founded Luxsant LLC in 2013, a global boutique CFO and management consulting firm employing 39 professionals across six global offices, focusing on accounting, internal controls/audit, pre-acquisition due diligence, M&A, and turnaround/restructuring of distressed assets. Mr. Chohan graduated with BS degrees in management and operations management and has a dual emphasis MBA in finance and strategy from California State University, Long Beach.


Ted Maidenberg, 45 [Resigned 7/26/22]
Secretary

Mr. Maidenberg brings over two decades of experience as an entrepreneur, investor and operator in the technology, media and telecom sector. He co-founded Tribe Capital Management LLC in 2018, a venture capital firm built by engineers and data scientists. Previously, he co-founded Social Capital in 2011, where he established a proven track record of value creation with notable successes including Slack, Propeller Health, Yammer, and Wealthfront. From 2006 to 2011, Mr. Maidenberg was a partner as U.S. Venture Partners where he invested in Trunkclub, Adify and Revolution Money. Prior to his investment career, Mr. Maidenberg ran the wireless licensing division for Warner Brothers Japan. Mr. Maidenberg graduated from the Washington University in St Louis, with a B.S.B.A in finance.


Board of Directors

Rohit Nanani, 46
Chairman of the Board

Mr. Nanani is the Founder and CEO of Arrow Capital, which he founded in 2016, a leading boutique asset manager and investment advisory firm. Mr. Nanani has a proven track record as an international banker with 20+ years of experience in global financial markets. He has held several executive positions across notable global institutions, including as a Managing Director with Barclays Bank Plc (DIFC – Dubai), starting in 2013, and heading the GSAC (South Asian Clients) business and as Executive Director at UBS Singapore, having clientele across South East Asia, Middle East, Africa and UK. Prior to his private banking experience, Mr. Nanani spent ten years with global institutions such as ABN AMRO and Bank of Nova Scotia in India in the Corporate Banking business. His rich and varied experience across corporate banking and private banking gives him an advantage in providing holistic advisory services to ultra-high net worth clients and large family offices. Mr. Nanani has a Bachelor of Commerce degree in Accounting, Finance and Economics from Delhi University and a Post-Graduate Diploma in Business Management from M.S. Ramaiah Institute of Management.


Richard Peretz, 59
Independent Director 

Mr. Peretz recently retired as the chief financial officer and treasurer of UPS, which he served from 2015 to 2020. Mr. Peretz was responsible for Global Finance activities at UPS. He also served as a member of the UPS Management Committee, setting strategy for long-term growth including the current capital structure realignment and transformation initiatives. Mr. Peretz was also responsible for UPS’s Initial Public Offering in 1999, at the time the largest in U.S. history. Prior to being named CFO, Mr. Peretz held various leadership positions at UPS, including corporate controller and treasurer from 2007-2015. Mr. Petetz graduated with an MBA from Emory University and a bachelor’s degree in Business Administration (BBA) from University of Texas – San Antonio.


Henry Ward, 44 [Resigned 7/26/22]
Independent Director 

Mr. Ward is the CEO of Carta, a company he co-founded in 2012 to revolutionize the way founders, investors, and employees manage equity and ownership. Carta was founded in 2012, and has grown to manage hundreds of billions of dollars in equity. Companies including Robinhood, Tilray, and Union Square Ventures trust Carta to provide fund administration, 409A valuations, cap table management and scenario modeling. Prior to Carta, Mr. Ward was the founder and CEO of Secondsight, a portfolio optimization platform for retail investors. Prior, Mr Ward held leadership positions at software companies including Reddwerks Inc. and BetweenMarkets. Mr. Ward graduated from University of Michigan with a BS in Mathematics and Computer Science and holds a MSc in Market Finance from EDHEC Business School.


Duriya Farooqui, 44 [Resigned 12/18/24]
Independent Director 

Mr Farooqui has been an independent director at InterContinental Hotels Group PLC (NYSE: IHG) as of 2020, and at Intercontinental Exchange, Inc (NYSE: ICE) since 2017. She also serves on the boards of NYSE and ICE NGX, all of which are ICE subsidiaries. Most recently, between 2019 and 2020, Ms. Farooqui was president of supply chain innovation at Georgia Pacific, leading an innovation organization where over 40 companies came together to solve supply chain challenges through rapid experimentation, digital technology and collaboration. Ms. Farooqui was previously executive director of Atlanta Committee for Progress (ACP), a coalition of leading CEOs addressing critical economic development issues for Atlanta; a role she held from 2016 to 2018. Ms. Farooqui was a principal at Bain & Company from 2014 to 2016. She served the City of Atlanta through several leadership positions including, chief operating officer from 2011 to 2013, deputy chief operating officer from 2010 to 2011 and director from 2007 to 2009. At the start of her career, she worked with the Center for International Development at Harvard University, The World Bank, and the Center for Global Development. Ms. Farooqui is a Trustee of the Woodruff Arts Center and Agnes Scott College. She holds a Bachelor of Arts degree in Economics and Mathematics from Hampshire College and a Master of Public Administration in International Development from the Kennedy School of Government at Harvard University.


Manish Shah, — [Appointed 8/30/22]
Independent Director 

Mr. Shah has a multi-decade career as an investor, operator and banker, including experience at Morgan Stanley and Bear Stearns’ Technology investment banking groups and as a senior executive of a Nasdaq listed optical networking company. Since leaving Bear Stearns in 2006, he has invested his family’s capital in real estate and to sponsor a private investment platform, The London Fund, for growth companies, is a Senior Managing Director at Palladius Capital Management, a real estate asset management company, and is a Principal at Two Kings Mgmt LLC, a family office. Manish graduated from Yale University and Harvard University Law School. He has served as a founding board member for Yale’s Jackson School for Global Affairs and a member of Harvard’s Alumni Real Estate Board.