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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 2, 2026
IRENIC ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43248 |
|
98-1922153 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
767 Fifth Avenue, 15th Floor
New York, New York 10153
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (646) 993-6330
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange
on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
IACQU |
|
The Nasdaq Stock
Market LLC |
| Class A ordinary shares, par value $0.0001 par value |
|
IACQ |
|
The Nasdaq Stock
Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
IACQW |
|
The Nasdaq Stock
Market LLC |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 4.01. Changes in Registrant’s Certifying Accountant.
Dismissal of CBIZ CPAs P.C.
On September 2, 2026
(the “Dismissal Date”), Irenic Acquisition Corp. (the “Company”) dismissed CBIZ CPAs P.C. (“CBIZ CPAs”)
as its independent registered public accounting firm. The dismissal was approved by the Audit Committee (the “Committee”)
of the Board of Directors of the Company. The change in independent registered public accounting firm is not the result of any disagreement
with CBIZ CPAs.
CBIZ CPAs’ audit reports
on (i) the Company’s financial statements as of March 6, 2026 and for the period from March 4, 2026 (inception) through
March 6, 2026 and (ii) the Company’s balance sheet as of April 29, 2026 did not contain an adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report for the
period from March 4, 2026 (inception) through March 6, 2026 included an explanatory paragraph relating to substantial doubt
about the Company’s ability to continue as a going concern.
During the period from March 4,
2026 through the Dismissal Date, there were no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation
S-K and the related instructions between the Company and CBIZ CPAs on any matters of accounting principles or practices, financial statement
disclosures or auditing scope or procedures which, if not resolved to CBIZ CPAs’ satisfaction, would have caused CBIZ CPAs to make
reference to the subject matter of the disagreements in its reports, and, except for the material weakness described below, there were
no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K. The Company’s Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30,
2026 due to a material weakness in the Company’s internal control over financial reporting related to the Company’s financial
statement review process which did not operate effectively to identify financial reporting errors, resulting in a reasonable possibility
that a material misstatement would not be prevented or detected on a timely basis.
The Company has provided CBIZ
CPAs with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that CBIZ CPAs
furnish the Company with a copy of CBIZ CPAs’ letter addressed to the Securities and Exchange Commission (the “SEC”)
whether it agrees with the statements made above. A copy of CBIZ CPAs’ letter to the SEC dated September 4, 2026 is attached
as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement of WithumSmith+Brown, PC
On September 3, 2026,
as approved by the Committee, the Company engaged WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered
public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2026 and to review
the Company’s quarterly financial statements for the quarter ended September 30, 2026.
During the period from March 4,
2026 through September 3, 2026, neither the Company nor anyone on its behalf consulted with Withum regarding: (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Withum concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | |
Description |
| 16.1 | |
Letter from CBIZ CPAs P.C. dated September 4, 2026 to the Securities and Exchange Commission regarding change in certifying accountant. |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
IRENIC ACQUISITION CORP. |
| |
|
|
| Date: September 4, 2026 |
By: |
/s/ Matthew Kupersmith |
| |
|
Name: Matthew Kupersmith |
| |
|
Title: Chief Financial Officer |
