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):
May 7, 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 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth below in Item 8.01 of
this Current Report on Form 8-K with respect to the sale of additional Private Placement Units (as defined below) is incorporated by reference
herein. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01. Other Events.
As previously disclosed on a Current Report
on Form 8-K dated April 29, 2026, Irenic Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”)
of 22,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per
share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (the “Warrants”). The Units were
sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $220,000,000. The Company granted the underwriters a 45-day
option to purchase up to 3,300,000 additional Units to cover over-allotments (the “Over-Allotment Option”). Simultaneously
with the consummation of the IPO, the Company completed the private sale of an aggregate of 640,000 Class A Ordinary Shares (the “Private
Placement Units”) at a price of $10.00 per unit to the Company’s sponsor, Irenic Sponsor, LLC (the “Sponsor”),
for an aggregate purchase price of $6,400,000. Of those 640,000 Private Placement Units, the Sponsor purchased 420,000 Private Placement
Units and Jefferies LLC and Odeon Capital Group LLC purchased an aggregate of 220,000 Private Placement Units.
On May 1, 2026, the Company closed the issuance
and sale of 3,253,188 additional units (the “Over-Allotment Option Units”) in connection with the underwriters partially exercising
the Over-Allotment Option. The Over-Allotment Option Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $32,531,880. Simultaneously with the closing of the sale of the Over-Allotment Option Units, the Company completed the private sale
of an additional 32,532 Private Placement Units to the Sponsor at a price of $10.00 per unit, generating gross proceeds to the Company
of $325,320. The Company also completed the private sale of an additional 32,532 Private Placement Units to the Jefferies LLC and Odeon
Capital Group LLC at a price of $10.00 per unit, generating gross proceeds to the Company of $325,320. In connection with the closing
of the Over-Allotment Option, the Sponsor forfeited 11,703 Class B ordinary shares of the Company, par value $0.0001 per share (the “founder
shares”), resulting in the Sponsor holding an aggregate of 6,313,297 founder shares.
A total of $32,531,880 of the net proceeds from
the sale of the Over-Allotment Option Units and the additional Private Placement Units was deposited in a U.S.-based trust account at
J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”),
bringing the aggregate proceeds deposited in the Trust Account to $252,531,880.
An unaudited pro forma balance sheet as of May
1, 2026 reflecting the receipt of the proceeds from the sale of the Over-Allotment Option Units and the additional Private Placement Units
is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. | |
Description |
| | |
|
| 99.1 | |
Pro Forma Balance Sheet as of May 1, 2026. |
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. |
| |
|
|
| |
By: |
/s/ Adam Katz |
| |
|
Name: Adam Katz |
| |
|
Title: Chief Executive Officer |
Dated: May 7, 2026
Exhibit 99.1
IRENIC ACQUISITION CORP.
PROFORMA UNAUDITED BALANCE SHEET
| |
|
April 29,
2026 |
|
|
Pro Forma
Adjustments
(Unaudited) |
|
|
As Adjusted
(Unaudited) |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash |
|
$ |
1,087,383 |
|
|
|
|
|
|
$ |
1,087,383 |
|
| Prepaid expenses |
|
|
39,800 |
|
|
|
|
|
|
|
39,800 |
|
| Prepaid insurance |
|
|
115,281 |
|
|
|
|
|
|
|
115,281 |
|
| Total Current Assets |
|
|
1,242,464 |
|
|
|
|
|
|
|
1,242,464 |
|
| Prepaid insurance – long-term |
|
|
116,250 |
|
|
|
|
|
|
|
116,250 |
|
| Cash held in Trust Account |
|
|
220,000,000 |
|
|
|
32,531,880 |
(1) |
|
|
252,531,882 |
|
| |
|
|
|
|
|
|
650,640 |
(4) |
|
|
|
|
| |
|
|
|
|
|
|
(650,638 |
)(2) |
|
|
|
|
| Total Assets |
|
$ |
221,358,714 |
|
|
|
32,531,882 |
|
|
$ |
253,890,596 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Accrued expenses |
|
$ |
2,000 |
|
|
|
|
|
|
$ |
2,000 |
|
| Accrued offering costs |
|
|
89,976 |
|
|
|
|
|
|
|
89,976 |
|
| Over-allotment option liability |
|
|
173,200 |
|
|
|
(6,100 |
)(5) |
|
|
— |
|
| |
|
|
|
|
|
|
(164,730 |
)(6) |
|
|
|
|
| |
|
|
|
|
|
|
(2,370 |
)(8) |
|
|
|
|
| Total Current Liabilities |
|
|
265,176 |
|
|
|
(173,200 |
) |
|
|
91,976 |
|
| Deferred underwriting fee payable |
|
|
8,800,000 |
|
|
|
1,301,275 |
(3) |
|
|
10,101,275 |
|
| Total Liabilities |
|
|
9,065,176 |
|
|
|
1,128,075 |
|
|
|
10,193,251 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Commitments and Contingencies (Note 6) |
|
|
|
|
|
|
|
|
|
|
|
|
| Class A ordinary shares subject to possible redemption, 25,253,188 shares at a redemption value of $10.00 per share |
|
|
220,000,000 |
|
|
|
32,075,132 |
(1) |
|
|
252,531,882 |
|
| |
|
|
|
|
|
|
(641,503 |
)(2) |
|
|
|
|
| |
|
|
|
|
|
|
(1,283,005 |
)(3) |
|
|
|
|
| |
|
|
|
|
|
|
2,381,258 |
(9) |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders’ Deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding |
|
|
— |
|
|
|
|
|
|
|
— |
|
| Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 705,064 shares issued and outstanding, excluding 20,000,000 shares subject to possible redemption |
|
|
64 |
|
|
|
7 |
(4) |
|
|
71 |
|
| Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 6,313,297 shares issued and outstanding(1) |
|
|
633 |
|
|
|
(2 |
)(7) |
|
|
631 |
|
| Additional paid-in capital |
|
|
— |
|
|
|
456,748 |
(1) |
|
|
— |
|
| |
|
|
|
|
|
|
650,633 |
(4) |
|
|
|
|
| |
|
|
|
|
|
|
(9,135 |
)(2) |
|
|
|
|
| |
|
|
|
|
|
|
(18,270 |
)(3) |
|
|
|
|
| |
|
|
|
|
|
|
(2,381,258 |
)(9) |
|
|
|
|
| |
|
|
|
|
|
|
1,301,280 |
(10) |
|
|
|
|
| |
|
|
|
|
|
|
2 |
(7) |
|
|
|
|
| Accumulated deficit |
|
|
(7,707,159 |
) |
|
|
(1,301,280 |
)(10) |
|
|
(8,835,239 |
) |
| |
|
|
|
|
|
|
164,730 |
(6) |
|
|
|
|
| |
|
|
|
|
|
|
6,100 |
(5) |
|
|
|
|
| |
|
|
|
|
|
|
2,370 |
(8) |
|
|
|
|
| Total Shareholders’ Deficit |
|
|
(7,706,462 |
) |
|
|
(1,128,075 |
) |
|
|
(8,834,537 |
) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
|
$ |
221,358,714 |
|
|
|
32,531,882 |
|
|
$ |
253,890,596 |
|
| (1) |
This number includes an aggregate of up to 825,000 Class B ordinary shares
subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 13, 2026, the Sponsor
surrendered for no consideration 862,500 founder shares, resulting in the Sponsor holding an aggregate of 6,325,000 founder shares. On
April 29, 2026, the underwriters partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated
on May 1, 2026 resulting in the forfeiture of 11,703 founder shares . |
See Note to Pro Forma Unaudited Balance Sheet.
IRENIC ACQUISITION CORP.
NOTES TO PROFORMA UNAUDITED BALANCE SHEET
(Unaudited)
Note 1 - Closing of over-allotment option and additional private
placement
The accompanying unaudited
proforma balance sheet presents the balance sheet of Irenic Acquisition Corp. (the “Company”) as of April 29, 2026 adjusted
for the closing of the underwriters’ over-allotment option and related transactions, which occurred on May 1, 2026, as described
below.
On April 29, 2026, the Company
consummated the Initial Public Offering of 22,000,000 units at $10.00 per unit (the “Units” and, with respect to the Class
A ordinary shares included in the Units offered, the “Public Shares”), generating gross proceeds of $220,000,000. Each Unit
consists of one Public Share and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant
entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 640,000 Private Placement Units (“Private Placement
Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,400,000, in a private placement with Irenic
Sponsor, LLC (the “Sponsor”) and the underwriters. Of those 640,000 Private Placement Units, the Sponsor purchased 420,000
Private Placement Units and the underwriters purchased 220,000 Private Placement Units.
In connection with the IPO,
the underwriters were granted a 45-day option from the date of the Initial Public Offering (the “Over-Allotment Option”) to
purchase up to 3,300,000 additional Units (the “Over-Allotment Option Units”) to cover over-allotments, if any. On May 1,
2026, the underwriters partially exercised their Over-Allotment Option to purchase an additional 3,253,188 Over-Allotment Option Units
at a purchase price of $10.00 per Unit, generating additional gross proceeds of $32,531,880. The underwriters forfeited their option to
purchase an additional 46,812 Over-Allotment Option Units.
Simultaneously with the sale
of the Over-Allotment Option Units, the Sponsor and the underwriters purchased an additional 65,064 Private Placement Units in the aggregate
at a purchase price of $10.00 per Private Placement Unit, generating additional gross proceeds of $650,640. Of those 65,064 Private Placement
Units, the Sponsor and the underwriters purchased 32,532 Private Placement Units each. As a result of the underwriters’ election
to partially exercise their Over-Allotment Option, 813,297 Founder Shares are no longer subject to forfeiture. The remaining portion of
the Over-Allotment Option was not exercised, and the Sponsor forfeited 11,703 founder shares.
As of May 1, 2026, a total
of $252,531,882 of the net proceeds from the IPO (including the Over-Allotment Option Units) and the sale of the Private Placement Units
were placed in the Trust Account.
Pro forma adjustments to reflect
the partial exercise of the underwriters’ Over-Allotment Option and sale of the additional Private Placement Units are as follows:
| | |
Pro forma entry | |
| | | |
| | |
| 1 | |
Cash held in Trust Account | |
$ | 32,531,880 | | |
| | |
| | |
Class A ordinary shares subject to possible redemption | |
| | | |
$ | 32,075,132 | |
| | |
Additional paid-in capital | |
| | | |
| 456,748 | |
| | |
To record the sale of 3,253,188 Over-Allotment Option Units at $10.00 per unit. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 2 | |
Class A ordinary shares subject to possible redemption | |
$ | 641,503 | | |
| | |
| | |
Additional paid-in capital | |
| 9,135 | | |
| | |
| | |
Cash held in Trust Account | |
| | | |
$ | 650,638 | |
| | |
To record the payment of cash underwriting fee on Over-Allotment Option. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 3 | |
Class A ordinary shares subject to possible redemption | |
$ | 1,283,005 | | |
| | |
| | |
Additional paid-in capital | |
| 18,270 | | |
| | |
| | |
Deferred underwriting fee payable | |
| | | |
$ | 1,301,275 | |
| | |
To record the accrual of deferred underwriting fee on Over-Allotment Option. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 4 | |
Cash held in Trust Account | |
$ | 650,640 | | |
| | |
| | |
Class A ordinary shares | |
| | | |
$ | 7 | |
| | |
Additional paid-in capital | |
| | | |
| 650,633 | |
| | |
To record the sale of 65,064 Private Placement Units at $10.00 per Private Placement Unit. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 5 | |
Over-allotment option liability | |
$ | 6,100 | | |
| | |
| | |
Change in fair value of over-allotment option liability | |
| | | |
$ | 6,100 | |
| | |
To record the change in fair value of Over-Allotment Option liability as of May 1, 2026. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 6 | |
Over-allotment option liability | |
$ | 164,730 | | |
| | |
| | |
Accumulated deficit | |
| | | |
$ | 164,730 | |
| | |
To write-off the Over-Allotment Option liability due to its partial exercise. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 7 | |
Class B ordinary shares | |
$ | 2 | | |
| | |
| | |
Additional paid-in capital | |
| | | |
$ | 2 | |
| | |
To record forfeiture of 11,703 Class B ordinary shares. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 8 | |
Over-allotment option liability | |
$ | 2,370 | | |
| | |
| | |
Change in fair value of over-allotment option liability | |
| | | |
$ | 2,370 | |
| | |
To write-off the Over-Allotment Option liability due to the forfeiture of the Over-Allotment Option by the underwriters. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 9 | |
Additional paid-in capital | |
$ | 2,381,258 | | |
| | |
| | |
Class A ordinary shares subject to possible redemption | |
| | | |
$ | 2,381,258 | |
| | |
Record accretion of ordinary shares subject to redemption an amount of $10.00 per share. | |
| | | |
| | |
| | |
| |
| | | |
| | |
| 10 | |
Accumulated deficit | |
$ | 1,301,280 | | |
| | |
| | |
Additional paid-in capital | |
| | | |
$ | 1,301,280 | |
| | |
Reclassify negative additional paid in capital to accumulated deficit. | |
| | | |
| | |
