Irenic Sponsor reports 6.33M Class B shares

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.

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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Irenic Sponsor, LLC, Katz Adam J

Role 10% Owner | Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 6,325,000 contracts (Direct)

Footnotes (3)

1. F1. 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.
2. F2. 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.
3. F3. 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

Class B ordinary shares financial

"The Class B ordinary shares reported herein are convertible for the Issuer's Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many founder shares does Irenic Sponsor, LLC hold in Irenic Acquisition Corp. (IACQU)?

Irenic Sponsor, LLC holds 6,325,000 Class B ordinary shares of Irenic Acquisition Corp. These Class B shares are convertible into Class A ordinary shares, providing the sponsor with substantial equity exposure aligned with the company’s performance after the initial public offering.

What are the forfeiture conditions on Irenic Acquisition Corp. (IACQU) sponsor shares?

Up to 825,000 of the 6,325,000 Class B ordinary shares may be forfeited back to Irenic Acquisition Corp. This depends on how much of the underwriters’ over-allotment option is exercised in the IPO, a common structure to balance sponsor economics and public float.

How are Irenic Acquisition Corp. (IACQU) Class B ordinary shares treated in this filing?

The Class B ordinary shares are stated as convertible into Class A ordinary shares with no expiration date, following the description in the company’s Form S-1. This structure gives the sponsor the ability to convert into the publicly traded class after specific conditions are met.

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.

What is Adam Katz’s economic interest in Irenic Acquisition Corp. (IACQU) sponsor shares?

Adam Katz is deemed to have a pecuniary interest in shares held by Irenic Sponsor, LLC through his indirect ownership in Irenic Capital Evergreen Master Fund LP. However, the filing states he lacks beneficial ownership or sole control, and he disclaims beneficial ownership except for that economic interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding Insider Trading Forms →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/27/2026 - 07:17 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Irenic Sponsor, LLC

(Last) (First) (Middle)

C/O IRENIC ACQUISITION CORP.

767 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10153

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2026

3. Issuer Name and Ticker or Trading Symbol
Irenic Acquisition Corp. [ IACQ ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	6,325,000	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

Irenic Sponsor, LLC

(Last) (First) (Middle)

C/O IRENIC ACQUISITION CORP.

767 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10153

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Katz Adam J

(Last) (First) (Middle)

C/O IRENIC ACQUISITION CORP.

767 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10153

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

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.

2. 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.

3. 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.

Remarks:

Exhibit List - Exhibit 99.1 - Joint Filer Information

	Irenic Sponsor, LLC /s/ Adam Katz, its Manager	04/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)