Irenic Sponsor acquires 420,000 Irenic Acquisition shares

Irenic Acquisition Corp. reported that Irenic Sponsor, LLC, a 10% owner, acquired 420,000 Class A Ordinary Shares at $10.00 per Private Placement Unit.

Rhea-AI Filing Summary

Irenic Acquisition Corp. reported that Irenic Sponsor, LLC, a 10% owner, acquired 420,000 Class A Ordinary Shares at $10.00 per Private Placement Unit. After this grant/award transaction, the Sponsor holds 420,000 Class A Ordinary Shares.

The shares are held of record by the Sponsor. Adam Katz (CEO and director), Matthew Kupersmith (CFO), and E‑Fei Wang (President and director) are managers of the Sponsor, but under the “rule of three” they each disclaim beneficial ownership beyond any indirect pecuniary interest.

Insider Trade Summary

Grant/Award: 420,000 shares

Grant/Award 1 txn

Insider Irenic Sponsor, LLC, Katz Adam J

Role 10% Owner | Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Ordinary Shares	420,000	$10.00	$4.20M

Holdings After Transaction: Class A Ordinary Shares — 420,000 shares (Direct)

Footnotes (3)

1. F1. The reported Class A ordinary shares are within 420,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-294983), purchased by Irenic Sponsor, LLC (the "Sponsor") for $10.00 per Private Placement Unit.
2. F2. 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

Shares acquired: 420,000 Class A Ordinary Shares Price per Private Placement Unit: $10.00 Post-transaction holdings: 420,000 Class A Ordinary Shares

3 metrics

Shares acquired 420,000 Class A Ordinary Shares Grant/award acquisition on April 27, 2026

Price per Private Placement Unit $10.00 Purchase price for units linked to reported shares

Post-transaction holdings 420,000 Class A Ordinary Shares Shares held by Irenic Sponsor, LLC after transaction

Key Terms

Private Placement Units, pecuniary interest, beneficial ownership, rule of three, +1 more

5 terms

Private Placement Units financial

"within 420,000 of the Issuer's Private Placement Units, as described under the heading"

pecuniary interest financial

"Mr. Katz is deemed to have pecuniary interest in the shares held by Sponsor"

beneficial ownership financial

"despite a lack of beneficial ownership over Sponsor"

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"

dispositive control financial

"no individual manager of the Sponsor exercises voting or dispositive control"

FAQ

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

What insider transaction did Irenic Acquisition Corp. (IACQU) report on this Form 4?

The filing shows Irenic Sponsor, LLC acquired 420,000 Class A Ordinary Shares at $10.00 per Private Placement Unit. This is recorded as a grant or award-type acquisition, not an open-market purchase, leaving the Sponsor holding all 420,000 shares after the transaction.

Who is the primary holder of the 420,000 Irenic Acquisition Corp. (IACQU) shares?

Irenic Sponsor, LLC is the record holder of the 420,000 Class A Ordinary Shares. The Sponsor purchased related Private Placement Units at $10.00 each and now directly holds all reported shares, rather than any individual officer or director personally holding them.

How is CEO Adam Katz connected to the Irenic Acquisition Corp. (IACQU) Form 4 shares?

Adam Katz is a manager of Irenic Sponsor, LLC and shares control of the Evergreen Fund’s general partner. The filing states he is deemed to have pecuniary interest through indirect ownership but, under the “rule of three,” he disclaims beneficial ownership of the Sponsor’s securities.

What is the significance of the $10.00 price in the Irenic Acquisition Corp. (IACQU) filing?

The $10.00 figure is the purchase price per Private Placement Unit associated with the 420,000 Class A Ordinary Shares. It reflects the Sponsor’s cost per unit in the private placement described in the company’s Form S‑1 registration statement under “Description of Securities.”

What does the “rule of three” reference mean in the Irenic Acquisition Corp. (IACQU) Form 4?

The filing explains that three or more managers must approve voting and dispositive decisions at the Sponsor. Because a majority of three managers is required, no single manager is deemed a beneficial owner of the securities, even if he has an indirect pecuniary interest in those holdings.

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

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Accepted by SEC EDGAR 04/29/2026 - 04:39 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

5. 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	04/27/2026		A(1)		420,000	A	$10	420,000	D(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 reported Class A ordinary shares are within 420,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-294983), purchased by Irenic Sponsor, LLC (the "Sponsor") for $10.00 per Private Placement Unit.

2. 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.

	Irenic Sponsor, LLC /s/ Adam Katz, its Manager	04/29/2026
	/s/ Adam Katz	04/29/2026
	** 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 4 (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 4: SEC 1474 (03-26)