S-1MEF

As filed with the U.S. Securities and Exchange Commission on February 25, 2021.

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Ibere Pharmaceuticals

(Exact name of registrant as specified in its charter)

Cayman Islands	6770	98-1564986
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2005 Market Street, Suite 2030

Philadelphia, PA 19103

(267) 765-3222

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Osagie Imasogie

Chief Executive Officer

c/o Ibere Pharmaceuticals

2005 Market Street, Suite 2030

Philadelphia, PA 19103

(267) 765-3222

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Carmelo M. Gordian, Esq.
Michelle D. Kwan, Esq.
Cassandra V. Cuellar, Esq.
Shearman & Sterling LLP
300 West 6^th Street, Suite 2250
Austin, Texas 78701
(512) 647-1900 Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq. Richard Baumann, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-252863

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company x
			Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered(2)		Proposed Maximum Offering Price per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant		2,300,000	$	10.00	$	23,000,000	$	2,509.30
Class A ordinary shares included as part of the units(3)		2,300,000		—		—		—	(4)
Redeemable warrants included as part of the units(3)		1,150,000		—		—		—	(4)
Total					$	23,000,000	$	2,509.30	(5)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252863).

(3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(4) No fee pursuant to Rule 457(g) under the Securities Act.

(5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $115,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-252863), which was declared effective by the Securities and Exchange Commission on February 25, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $23,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,300,000 additional units of Ibere Pharmaceuticals, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252863) (the “Prior Registration Statement”), initially filed by the Registrant on February 9, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on February 25, 2021. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of February 26, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than February 26, 2021.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-252863) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit	Description
5.1	Opinion of Walkers
5.2	Opinion of Shearman & Sterling LLP
23.1	Consent of Marcum LLP
23.2	Consent of Walkers (included in Exhibit 5.1)
23.3	Consent of Shearman & Sterling LLP (included in Exhibit 5.2)
24	Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-252863) filed on February 9, 2021

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on the 25th day of February, 2021.

IBERE PHARMACEUTICALS
By:
/s/ Osagie Imasogie
Name:	Osagie Imasogie
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Osagie Imasogie	Chairman, Chief Executive Officer and Director	February 25, 2021
Osagie Imasogie	(principal executive officer)
	Chairman, Chief Executive Officer and Director
/s/ Lisa Gray	Chief Financial Officer, Executive Vice President and Director	February 25, 2021
Lisa Gray	(principal financial and accounting officer)
	Chief Financial Officer, Executive Vice President and Director

II-2

EX-5.1

 

25 February 2021

Ibere Pharmaceuticals

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

Dear Sirs

IBERE PHARMACEUTICALS

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration of an initial public offering by Ibere Pharmaceuticals (the "Company"), of:

(i) 2,300,000 units (the "Units"), each Unit consisting of one share of Class A ordinary shares of the Company, par value US$0.0001 (each an "Ordinary Share" and together, the "Ordinary Shares"), and one-half of one redeemable warrant to purchase one Ordinary Share (the "Warrants);

(ii) all Ordinary Shares, and all Warrants issued as part of the Units and the Over-Allotment Units; and

(iii) all Ordinary Shares that may be issued upon exercise of the Warrants included in the Units and the Over-Allotment Units,

in each case under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the 462(b) Registration Statement and the Registration Statement (as defined in Schedule 1).

For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.

Walkers

190 Elgin Avenue, George Town

Grand Cayman KY1-9001, Cayman Islands

 T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com

Walkers Page 2

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.

1. The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar").

2. The Ordinary Shares, as contemplated by the 462(b) Registration Statement and the Registration Statement, will have been duly authorised by all necessary corporate action of the Company, and upon the issue of the Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and in the manner contemplated by the 462(b) Registration Statement, the Registration Statement and the Underwriting Agreement (as defined in Schedule 1), the Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).

3. The Ordinary Shares, to be issued upon redemption of the Warrants as contemplated by the Warrant Documents (as defined in Schedule 1), will have been duly authorised by all necessary corporate action of the Company and upon the issue of such Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued credited as fully paid), delivery and redemption of the Warrants in accordance with the Memorandum and Articles of Association and in the manner contemplated by the 462(b) Registration Statement, Registration Statement and the Warrant Documents (as defined in Schedule 1), such Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).

4. The execution, delivery and performance of the Unit Certificate and the Warrant Documents will have been authorised by and on behalf of the Company and, once the Unit Certificate and the Warrant Documents have been executed and unconditionally delivered by the Company, such documents, will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

The foregoing opinions are given based on the following assumptions.

1. The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are or will be genuine and are or will be those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been or will be so sealed. All copies are complete and conform to their originals. The Documents when executed will conform in every material respect to the latest drafts of the same produced to us prior to the date hereof and, where provided in successive drafts, have been marked up to indicate all changes to such Documents.

2. The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each Director and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

Walkers Page 3

3. The Memorandum and Articles of Association will be the Memorandum and Articles of Association in effect on the issue of the Ordinary Shares.

4. We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

5. The Company will receive consideration in money or money’s worth for each Ordinary Share offered by the Company when issued at the agreed issue price as per the terms of the 462(b) Registration Statement and Registration Statement, such price in any event not being less than the stated par or nominal value of each Ordinary Share.

6. The preparation and filing of the 462(b) Registration Statement and Registration Statement has been duly authorised by or on behalf of the Company prior to the issue and sale of the Ordinary Shares.

7. Each of the Documents will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Ordinary Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

8. The choice of New York law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands).

9. The power, authority and legal right of all parties under all relevant laws and regulations (other than the Company under the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Documents.

10. All preconditions to the obligations of the parties to the Underwriting Agreement, the Unit Certificate and Warrant Documents will be satisfied or duly waived prior to the issue and sale of the Ordinary Shares and there will be no breach of the terms of the Underwriting Agreement, the Unit Certificate and Warrant Documents.

The opinions expressed above are subject to the following qualifications:

1. The term "enforceable" and its cognates as used in this opinion means that the obligations assumed by any party under the Documents are of a type which the courts of the Cayman Islands (the "Courts" and each a "Court") enforce.  This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms.  In particular:

(a) enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

Walkers Page 4

(b) enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

(c) claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

(d) where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

(e) a judgment of a Court may be required to be made in Cayman Islands dollars;

(f) to the extent that any provision of the Documents is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Documents that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited;

(g) to the extent that the performance of any obligation arising under the Documents would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

(h) in the case of an insolvent liquidation of the Company, its liabilities are required to be translated into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the winding up order is made (as the case may be);

(i) a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard;

(j) the effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

2. Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Law") on the date of issue of the certificate if all fees and penalties under the Companies Law have been paid and the Registrar has no knowledge that the Company is in default under the Companies Law.

Walkers Page 5

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.  This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement. We also consent to the reference to our firm in the 462(b) Registration Statement.

Yours faithfully

/s/ Walkers

Walkers

Walkers Page 6

Schedule 1 

LIST OF DOCUMENTS EXAMINED

1. The Certificate of Incorporation dated 22 October 2020 and the Amended and Restated Memorandum and Articles of Association of the Company adopted by special resolution of the shareholders of the Company dated 24 February 2021 (the "Memorandum and Articles of Association").

2. The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on 25 February 2021.

3. The Register of Writs and other Originating Process of the Grand Court kept at the Clerk of Court's Office, George Town, Grand Cayman (the "Court Register"), examined at 9.00am on 25 February 2021 (the "Search Time").

4. A copy of a Certificate of Good Standing dated 25 February 2021 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

5. A copy of executed written resolutions of the Directors of the Company dated 5 February 2021 and 25 February 2021 approving the offering for sale of the Ordinary Shares (collectively, the "Resolutions").

6. Copies of the following documents (the "Documents"):

(a) the Registration Statement on Form S-1, as amended and initially filed on 9 February 2021 by the Company with the United States Securities and Exchange Commission (the "Registration Statement") , and the Registration Statement filed pursuant to Rule 462(b) of the Securities Act on 25 February 2021(the "462(b) Registration Statement");

(b) a draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the "Warrant Documents");

(c) a draft of the form of the unit certificate constituting the Units (the "Unit Certificate"); and

(d) a draft of the form of Underwriting Agreement (the "Underwriting Agreement") to be entered into between the Company and Raymond James & Associates, Inc. as representative of the several underwriters named therein (the "Underwriters").

EX-5.2

Exhibit 5.2

599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

February 25, 2021

Ibere Pharmaceuticals

2005 Market Street, Suite 2030

Philadelphia, PA 19103

Ibere Pharmaceuticals

Ladies and Gentlemen:

We have acted as United States counsel to Ibere Pharmaceuticals, a Cayman Islands exempted company (the “Company”), in connection with the registration pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), on a Registration Statement on Form S-1 (the “462(b) Registration Statement”) filed with the United States Securities and Exchange Commission (the “Commission”) on February 25, 2021 of 2,300,000 units of the Company (collectively the “Units”), with each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one-half of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Warrants”). The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-252863) (the “Registration Statement”), initially filed by the Company with the Commission on February 9, 2021 and declared effective by the Commission on February 25, 2021.

In that connection, we have reviewed originals or copies of the following documents:

(a)        The Registration Statement.

(b)        The 462(b) Registration Statement.

(c)        The form of Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company and the underwriters named therein, relating to the sale by the Company to the underwriters of the Units, a form of which is included as Exhibit 1.1 to the Registration Statement.

(d)       The form of Unit Certificate, filed as Exhibit 4.1 to the Registration Statement.

(e)       The form of Warrant Certificate, filed as Exhibit 4.3 to the Registration Statement.

(f)        The form of Warrant Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), filed as Exhibit 4.4 to the Registration Statement.

(g)       The originals or copies of such other documents and instruments as we have deemed necessary as a basis for the opinions expressed below.

For the purposes of this opinion letter, we have assumed:

(a)        The genuineness of all signatures.

(b)        The authenticity of the originals of the documents submitted to us.

(c)        The conformity to authentic originals of any documents submitted to us as copies.

(d)       As to matters of fact, the truthfulness of the statements and representations made in the Underwriting Agreement, the Warrant Agreement and in certificates of officers and other representatives of the Company and others.

(e)        That each of the Underwriting Agreement and the Warrant Agreement is the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against each such party in accordance with its terms.

(f)         The Company is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.

(g)       The Company has full power and authority to execute, deliver and perform all of its obligations under the Underwriting Agreement, the Warrant Agreement and the Units.

(h)       The execution, delivery and performance by the Company of the Underwriting Agreement, the Warrant Agreement and the Units has been duly authorized by all necessary action and do not: (i) contravene the Amended and Restated Memorandum and Articles of Association of the Company or other organizational documents; (ii) violate any law, rule or regulation applicable to it; or (iii) result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.

(i) no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by the Company of the Warrant Agreement or the Units or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

We have not independently established the validity of the foregoing assumptions.

“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Underwriting Agreement, the Warrant Agreement or the transactions governed by such agreements. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Underwriting Agreement, the Warrant Agreement, the Units or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Underwriting Agreement, the Warrant Agreement, the Units or any of its affiliates due to the specific assets or business of such party or such affiliate.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:

1. When the Units are delivered in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, the Units will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

2. When the Units are delivered in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, the Warrants included in such Units will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Our opinions expressed above are subject to the following qualifications:

(a) Our opinions in paragraphs 1 and 2 above are subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers), (ii) possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights, and (iii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

(b) Our opinions are limited to Generally Applicable Law.

This opinion letter is provided solely in connection with the offering of the Units pursuant to the 462(b) Registration Statement. This opinion letter may not be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion letter as an exhibit to the 462(b) Registration Statement and to the use of our name therein and in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Shearman & Sterling LLP

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of Ibere Pharmaceuticals (the “Company”) on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated February 8, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of  Ibere Pharmaceuticals as of December 31, 2020 and for the period from October 22, 2020 (inception) through December 31, 2020, appearing in the Registration Statement on Form S-1, as filed (File No. 333-252863), of Ibere Pharmaceuticals.

/s/ Marcum llp

Marcum llp

New York, NY

February 25, 2021