REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholder of Iris Parent Holding Corp.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidat

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of

Iris Parent Holding Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Iris Parent Holding Corp. (the "Company") as of December 31, 2024 and 2023, and the related consolidated

statements of operations, changes in stockholder's equity, and cash flows for each of the two years in the period ended December

31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and

its results of operations and cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting

principles generally accepted in the United States of America.

The Company's Ability to Continue as a Going

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has no substantive

operations, and insufficient cash as of December 31, 2024, to fund operations for twelve months from the date of this report. All of these

matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to

these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

These consolidated financial statements are the

responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial

statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material

misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal

control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial

reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial

reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide

a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor

Whippany, New Jersey

IRIS PARENT HOLDING CORP.

CONSOLIDATED BALANCE SHEETS

The accompanying notes

are an integral part of these consolidated financial statements.

IRIS PARENT HOLDING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part

of these consolidated financial statements.

IRIS PARENT HOLDING CORP.

CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDER'S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

The accompanying notes are an integral part

of these consolidated financial statements.

IRIS PARENT HOLDING CORP.

CONSOLIDATED STATEMENTS OF CASH

The accompanying notes are an integral part

of these consolidated financial statements.

IRIS PARENT HOLDING CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

of Organization and Business Operations

Parent Holding Corp. (the "Company") was incorporated in the State of Delaware on November 23, 2022. The purpose of the

Company is to facilitate a business combination, as further described below.

Wholly-owned subsidiaries

Company has two wholly-owned subsidiaries, Liminatus Pharma Merger Sub, Inc., a Delaware corporation ("Liminatus Merger Sub"),

and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("SPAC Merger Sub"). The

purpose of these two wholly-owned subsidiaries is to facilitate a business combination.

Business Combination

November 30, 2022, Iris Acquisition Corporation, a Delaware corporation ("Iris"), the Company, Liminatus Pharma,

LLC, a Delaware limited liability company ("Liminatus"), Liminatus Merger Sub and SPAC Merger Sub entered into a business

combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement")

whereby (a) Liminatus Merger Sub will merge with and into Liminatus (the "Liminatus Merger"), with Liminatus surviving

the Liminatus Merger as a direct wholly-owned subsidiary of the Company, and (b) simultaneously with the Liminatus Merger, SPAC Merger

Sub will merge with and into Iris (the "SPAC Merger" and, together with the Liminatus Merger, the "Mergers"),

with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of the Company (the transactions contemplated by the foregoing

clauses (a) and (b) the "Business Combination").

Pursuant to the Business

Combination Agreement: (i) immediately prior to the effective time of the Mergers (the "Effective Time"), every issued

and outstanding security issued by Iris during its initial public offering (each, an "Iris Unit") was automatically separated

and broken out into its constituent parts and the holder thereof was deemed to hold one share of Iris Class A Common Stock, par value

$0.0001 per share (the "Iris Class A Shares") and one-fourth of one whole redeemable warrant that was included as part

of each Iris Unit (the "Public Warrants"), and such underlying constituent securities of Iris were converted in accordance

with the applicable terms of the Business Combination Agreement, (ii) at the Effective Time, each issued and outstanding Iris Class A

Share was converted automatically into and thereafter represent the right to receive one share of common stock, par value $0.0001 per

share ("Common Stock"), of the Company, following which all Iris Class A Shares ceased to be outstanding and were automatically

canceled and ceased to exist, (iii) at the Effective Time, each issued and outstanding Public Warrant immediately and automatically

represented the right to purchase shares of Common Stock on the same terms and conditions as are set forth in the warrant agreement, (iv) at

the Effective Time, each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time

of the consummation of its initial public offering, entitling the holder thereof to purchase one Iris Class A Share at $11.50 per

share, except those issued to Cantor Fitzgerald & Co. ("Cantor"), were forfeited, and (v) the private placement

warrants issued to Cantor immediately and automatically represented the right to purchase shares of Common Stock.

Pursuant to the Business Combination Agreement, on April

30, 2025, in sequential order: (a) Liminatus Merger Sub merged with and into Liminatus, with Liminatus continuing as the surviving company

and a wholly owned subsidiary of the Company and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into Iris,

with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of the Company.

Capital Resources and Going Concern