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):
April 29, 2026 (April 27, 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:
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☐ |
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) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 1.01. Entry into a Material Definitive Agreement.
On 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 has granted the underwriters a 45-day option to purchase up to an additional 3,300,000
Units at the initial public offering price to cover over-allotments, if any.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1
(File No. 333-294983) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on April 10, 2026, as amended (the “Registration Statement”):
| |
· |
An Underwriting Agreement, dated April 27, 2026, by and between the Company and Jefferies LLC, as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
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· |
A Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
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· |
A Letter Agreement, dated April 27, 2026 (the “Letter Agreement”), by and among the Company, its executive officers, its directors and the Company’s sponsor, Irenic Sponsor, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
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· |
An Investment Management Trust Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
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· |
A Registration Rights Agreement, dated April 27, 2026, by and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
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A Private Placement Units Purchase Agreement, dated April 27, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Units Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
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· |
A Private Placement Units Purchase Agreement, dated April 27, 2026, by and among the Company, Jefferies LLC and Odeon Capital Group LLC (the “Underwriters Private Placement Units Purchase Agreement,” and together with the Sponsor Private Placement Units Purchase Agreement, the “Private Placement Units Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
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An Administrative Services and Indemnification Agreement, dated April 27, 2026, by and among the Company, the Sponsor and Irenic Capital Management LP, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
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A Forward Purchase Agreement, dated April 27, 2026, by and between the Company and Irenic Capital Management LP, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant
to the Private Placement Units Purchase Agreements, the Company completed the private sale of 640,000 units (the “Private Placement
Units”) at the initial public offering price of $10.00 per unit (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. Each Private Placement Unit consists of one Class A ordinary share and one-third
of one warrant. The Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration
Statement. 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2026, in connection with the
IPO, Paul Adams, Kirk S. Hachigian and Larry A. Lawson were appointed to the board of directors of the Company (the “Board”).
Messrs. Adams, Hachigian and Lawson are independent directors. Effective April 27, 2026, Messrs. Hachigian, Adams and Lawson
were appointed to the Board’s Audit Committee and to the Board’s Compensation Committee, with Mr. Hachigian serving as
chair of the Audit Committee and Mr. Adams serving as chair of the Compensation Committee.
Following the appointment of Messrs. Adams,
Hachigian and Lawson, the Board is comprised of the following three classes: the term of office of the first class of directors, Class I,
consists of Kirk S. Hachigian and will expire at the Company’s first annual meeting of shareholders; the term of office of the second
class of directors, Class II, consists of Paul Adams and Larry A. Lawson and will expire at the Company’s second annual meeting
of shareholders; and the term of office of the third class of directors, Class III, consists of Adam Katz and E-Fei Wang and will
expire at the Company’s third annual meeting of shareholders.
On April 27, 2026, in connection with their
appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the
Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Each of the members of the Board has received
membership interests in the Sponsor as compensation for their service as directors to the Company. Each of Messrs. Adams, Hachigian
and Lawson received for their services as a director indirect interests in 25,000 of the Company’s Class B ordinary shares
held by the Sponsor through membership interests in the Sponsor and each of Paul Adams and Larry Lawson have made investments in the Sponsor.
Other than the foregoing, none of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement
and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement
and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration Statement,
respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.
On April 27, 2026, in connection with the
IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective
the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A
copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $220,000,000, comprised of $217,800,000
of the proceeds from the IPO (which amount includes $8,800,000 of the underwriters’ deferred discount) and $2,200,000 representing
certain proceeds of the sale of the Private Placement Units, was placed 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. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be
released from the trust account until the earliest of (i) in connection with the completion of the Company’s initial business
combination, (ii) the redemption of any Class A Ordinary Shares if the Company is unable to complete its initial business combination
within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption of Class A Ordinary Shares properly
submitted in connection with a shareholder vote to amend the Company’s Amended Charter to (A) modify the substance or timing
of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Class A
Ordinary Shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On April 27, 2026, the Company issued a press
release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On April 29, 2026, the Company issued a press
release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| |
|
| 1.1 |
|
Underwriting Agreement, dated April 27, 2026, by and between the Company and Jefferies LLC as representative of the underwriters. |
| |
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| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| |
|
| 4.1 |
|
Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
| 10.1 |
|
Letter Agreement, dated April 27, 2026, by and among the Company, its executive officers, its directors and Irenic Sponsor, LLC. |
| |
|
| 10.2 |
|
Investment Management Trust Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.3 |
|
Registration Rights Agreement, dated April 27, 2026, by and among the Company, Irenic Sponsor, LLC and the Holders signatory thereto. |
| |
|
| 10.4 |
|
Private Placement Units Purchase Agreement, dated April 27, 2026, by and between the Company and Irenic Sponsor, LLC. |
| |
|
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| 10.5 |
|
Private Placement Units Purchase Agreement, dated April 27, 2026, by and among the Company, Jefferies LLC and Odeon Capital Group LLC. |
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| 10.6 |
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Administrative Services and Indemnification Agreement, dated April 27, 2026, by and among the Company, Irenic Sponsor, LLC and Irenic Capital Management LP. |
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|
|
| 10.7 |
|
Forward Purchase Agreement, dated April 27, 2026, by and between the Company and Irenic Capital Management LP. |
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| 99.1 |
|
Press Release, dated April 27, 2026. |
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| 99.2 |
|
Press Release, dated April 29, 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.
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IRENIC ACQUISITION CORP. |
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|
|
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By: |
/s/ Adam Katz |
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|
Name: Adam Katz |
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|
Title: Chief Executive Officer |
Dated: April 29, 2026
Exhibit 99.1
Irenic Acquisition Corp. Announces Pricing of
$220,000,000 Initial Public Offering
New York, NY, April 27, 2026 – Irenic Acquisition Corp. (the
“Company”) announced today that it priced its initial public offering of 22,000,000 units at a price of $10.00 per unit. Each
unit consists of one Class A ordinary share and one-third of one redeemable warrant, each whole warrant exercisable to purchase one Class
A ordinary share at a price of $11.50 per share. Only whole warrants will be exercisable. The units will be listed on The Nasdaq Global
Market (“Nasdaq”) and trade under the ticker symbol “IACQU” beginning April 28, 2026. Once the securities comprising
the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “IACQ”
and “IACQW,” respectively. The offering is expected to close on April 29, 2026, subject to customary closing conditions.
The Company is a special purpose acquisition company formed for the
purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses. The Company is sponsored by, and its executive officers are among the principals of, Irenic Capital Management
LP. While the Company may pursue an initial business combination target in any industry or geographic location, it intends to focus its
search on companies in the aerospace, defense, and broader industrial sectors.
Jefferies is acting as the sole book running manager for the offering.
The Company has granted the underwriters a 45-day option to purchase up to an additional 3,300,000 units at the initial public offering
price to cover over-allotments, if any.
The offering is being made only by means of a prospectus. Copies of
the prospectus may be obtained, when available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue,
2nd Floor, New York, NY 10022, or by telephone at 877-821-7388 or by email at Prospectus_Department@Jefferies.com.
A registration statement relating to these securities has been declared
effective by, the Securities and Exchange Commission (the “SEC”) on April 27, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such State or jurisdiction.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking
statements,” including with respect to the initial public offering and search for an initial business combination. No assurance
can be given that the offering discussed above will be completed on the terms described, or at all, or that the proceeds of the offering
will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company's registration statement for the initial public offering
filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as required by law.
Contact
Longacre Square Partners
Dan Zacchei / Ashley Areopagita
irenic@longacresquare.com
Exhibit 99.2
Irenic Acquisition Corp. Announces Completion
of $220,000,000 Initial Public Offering
New York, NY, April 29, 2026 – Irenic Acquisition Corp. (the
“Company”) announced today the closing of its initial public offering of 22,000,000 units at a price of $10.00 per unit. Each
unit consists of one Class A ordinary share and one-third of one redeemable warrant, each whole warrant exercisable to purchase one Class
A ordinary share at a price of $11.50 per share. Only whole warrants will be exercisable. The units are listed on The Nasdaq Global Market
(“Nasdaq”) and trade under the ticker symbol “IACQU” as of April 28, 2026. Once the securities comprising the
units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “IACQ”
and “IACQW,” respectively.
The Company is a special purpose acquisition company formed for the
purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses. The Company is sponsored by, and its executive officers are among the principals of, Irenic Capital Management
LP. While the Company may pursue an initial business combination target in any industry or geographic location, it intends to focus its
search on companies in the aerospace, defense, and broader industrial sectors.
Jefferies acted as the sole book running manager for the offering.
Odeon Capital Group LLC acted as co-manager of the offering. The Company has granted the underwriters a 45-day option to purchase up to
an additional 3,300,000 units at the initial public offering price to cover over-allotments, if any.
The offering was made only by means of a prospectus. Copies of the
prospectus may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York,
NY 10022, or by telephone at 877-821-7388 or by email at Prospectus_Department@Jefferies.com.
A registration statement relating to these securities was declared
effective by the Securities and Exchange Commission (the “SEC”) on April 27, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such State or jurisdiction.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking
statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given
that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement for
the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Longacre Square Partners
Dan Zacchei / Ashley Areopagita
irenic@longacresquare.com
