Irenic Acquisition Corp. (IACQU) sponsor holds 6.33M Class B shares
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Irenic Sponsor, LLC, associated with Irenic Acquisition Corp., reports holding 6,325,000 Class B ordinary shares, which are convertible into the issuer’s Class A ordinary shares as described in its Form S-1 registration statement.
The holding includes up to 825,000 Class B ordinary shares subject to forfeiture depending on how much of the underwriters’ over-allotment option is exercised in the initial public offering. The sponsor is the record holder; managers including CEO Adam Katz and others disclaim beneficial ownership under the “rule of three,” though Katz is deemed to have a pecuniary interest through an affiliated fund.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Irenic Sponsor, LLC, Katz Adam J
Role
null | Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Class B Ordinary Shares — 6,325,000 shares (Direct, null)
Footnotes (1)
- The Class B ordinary shares reported herein are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement filed on Form S-1 (File No. 333-294983) (the "Registration Statement") and have no expiration date. The Class B ordinary shares reported herein include up to 825,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. Irenic Sponsor, LLC (the "Sponsor") is the record holder of the shares reported herein. Adam Katz, the Issuer's Chief Executive Officer and a director, Matthew Kupersmith, the Issuer's Chief Financial Officer, and E-Fei Wang, the Issuer's President and a director, are the managers of the Sponsor. Irenic Capital Evergreen Master Fund LP (the "Evergreen Fund"), is the majority owner of the interests in the Sponsor. Mr. Katz shares control of Irenic Capital Evergreen Fund GP LLC, the general partner of the Evergreen Fund. Due to his indirect ownership in Evergreen Fund, Mr. Katz is deemed to have pecuniary interest in the shares held by Sponsor, despite a lack of beneficial ownership over Sponsor. In the Sponsor, each manager has one vote, and the approval of a majority is required to approve an action. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based on the foregoing, no individual manager of the Sponsor exercises voting or dispositive control over any of the securities held by the entity, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of such shares. Each of Messrs. Katz, Kupersmith and Wang and the Evergreen Fund disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest that he or it may have therein, directly or indirectly.
Key Figures
Class B shares held: 6,325,000 shares
Shares subject to forfeiture: 825,000 shares
Underlying Class A shares: 6,325,000 shares
+1 more
4 metrics
Class B shares held
6,325,000 shares
Class B ordinary shares reported as of initial Form 3
Shares subject to forfeiture
825,000 shares
Class B ordinary shares may be forfeited based on over-allotment exercise
Underlying Class A shares
6,325,000 shares
Class A ordinary shares underlying the Class B ordinary shares
Exercise/conversion price
$0.0000 per share
Stated exercise or conversion price for Class B into Class A
Key Terms
Class B ordinary shares, underwriters' over-allotment option, pecuniary interest, beneficial ownership, +1 more
5 terms
underwriters' over-allotment option financial
"subject to forfeiture ... depending on the extent to which the underwriters' over-allotment option is exercised"
pecuniary interest financial
"Mr. Katz is deemed to have pecuniary interest in the shares held by Sponsor"
beneficial ownership financial
"none of the managers is deemed to have or share beneficial ownership of such shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
rule of three financial
"Under the so-called "rule of three," if voting and dispositive decisions"
FAQ
What does this Form 3 filing show for Irenic Acquisition Corp. (IACQU)?
The Form 3 shows Irenic Sponsor, LLC holding 6,325,000 Class B ordinary shares of Irenic Acquisition Corp., convertible into Class A shares. This is an initial ownership report, not a new trade, outlining the sponsor’s equity position before public trading.
What does the "rule of three" mean for Irenic Acquisition Corp. (IACQU) sponsor managers?
The filing explains that voting and dispositive decisions over the sponsor’s securities require approval of a majority of three managers. Under this "rule of three," no single manager is deemed a beneficial owner, though they may have pecuniary interests through related investment entities.