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Irenic Acquisition Corp. (IACQU) sponsor records share grant and forfeiture

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Irenic Acquisition Corp. reported that its sponsor entity, Irenic Sponsor, LLC, recorded two related equity movements. The sponsor acquired 32,532 Class A ordinary shares at $10.00 per share within 452,532 Private Placement Units, bringing its Class A holdings to 452,532 shares.

The sponsor also forfeited 11,073 Class B ordinary shares at no cost in connection with underwriters partially exercising their over-allotment option, leaving 6,313,297 Class B shares outstanding. These Class B shares are convertible into Class A ordinary shares and have no expiration date. Sponsor managers, including CEO Adam Katz, disclaim beneficial ownership beyond any pecuniary interest under a “rule of three” voting structure.

Positive

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Negative

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Insider Irenic Sponsor, LLC, Katz Adam J
Role null | Chief Executive Officer
Type Security Shares Price Value
Other Class B Ordinary Shares 11,073 $0.00 --
Grant/Award Class A Ordinary Shares 32,532 $10.00 $325K
Holdings After Transaction: Class B Ordinary Shares — 6,313,297 shares (Direct, null); Class A Ordinary Shares — 452,532 shares (Direct, null)
Footnotes (1)
  1. The reported Class A ordinary shares are within 452,532 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. 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. 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. On May 1, 2026, the Sponsor forfeited at no cost 11,073 Class B ordinary shares in connection with the election by the underwriters of the Issuer's initial public offering to partially exercise an option granted to them to cover over-allotments.
Class A shares granted 32,532 shares at $10.00 Grant within Private Placement Units on May 1, 2026
Class A holdings after grant 452,532 shares Class A ordinary shares held by Irenic Sponsor, LLC after transaction
Private Placement Units 452,532 units at $10.00 Units purchased by Irenic Sponsor, LLC as described in S-1
Class B shares forfeited 11,073 shares Forfeited at no cost on May 1, 2026 due to over-allotment option
Class B holdings after forfeiture 6,313,297 shares Class B ordinary shares held by sponsor following forfeiture
Private Placement Units financial
"within 452,532 of the Issuer's Private Placement Units, as described under the heading"
over-allotments financial
"option granted to them to cover over-allotments."
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
pecuniary interest financial
"Mr. Katz is deemed to have pecuniary interest in the shares held by Sponsor"
rule of three financial
"Under the so-called "rule of three," if voting and dispositive decisions"
Class B ordinary shares financial
"The Class B ordinary shares reported herein are convertible for the Issuer's Class A"
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
DirectorX10% Owner
Officer (give title below)XOther (specify below)
*Director by Deputization
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Class A Ordinary Shares05/01/2026A(1)32,532A$10452,532D(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(4)05/01/2026J(5)11,073 (4) (4)Class A Ordinary Shares(4)11,073$0.00(4)6,313,297(4)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
DirectorX10% Owner
Officer (give title below)XOther (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
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
Explanation of Responses:
1. The reported Class A ordinary shares are within 452,532 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.
4. 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.
5. On May 1, 2026, the Sponsor forfeited at no cost 11,073 Class B ordinary shares in connection with the election by the underwriters of the Issuer's initial public offering to partially exercise an option granted to them to cover over-allotments.
Irenic Sponsor, LLC /s/ Adam Katz, its Manager05/01/2026
/s/ Adam Katz05/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions were reported in the Irenic Acquisition Corp. (IACQU) Form 4?

The filing shows Irenic Sponsor, LLC acquired 32,532 Class A ordinary shares at $10.00 per share and forfeited 11,073 Class B ordinary shares at no cost. These movements adjust the sponsor’s ownership structure without reflecting open‑market buying or selling.

Who is the main entity involved in the Irenic Acquisition Corp. (IACQU) Form 4 transactions?

The transactions are attributed to Irenic Sponsor, LLC, which holds the reported shares. Company executives, including CEO Adam Katz, are managers of the sponsor but, under a shared control structure, each disclaims beneficial ownership beyond any pecuniary interest in the sponsor’s securities.

How many Irenic Acquisition Corp. (IACQU) Class A shares does the sponsor hold after the Form 4?

Following the reported grant within Private Placement Units, Irenic Sponsor, LLC holds 452,532 Class A ordinary shares. These shares were acquired at $10.00 per Private Placement Unit, as described in the company’s registration statement on Form S-1 for its initial public offering.

What happened to the Class B ordinary shares in the Irenic Acquisition Corp. (IACQU) filing?

The sponsor forfeited 11,073 Class B ordinary shares at no cost after underwriters partially exercised their over-allotment option. After this forfeiture, the sponsor holds 6,313,297 Class B shares, which are convertible into Class A ordinary shares and have no expiration date.

How are Irenic Acquisition Corp. (IACQU) Class B shares treated relative to Class A shares?

The Form 4 notes that Class B ordinary shares are convertible into Class A ordinary shares as described in the company’s S-1 registration statement. These Class B shares have no expiration date, meaning the conversion right remains outstanding unless otherwise changed in future disclosures.

What is the “rule of three” mentioned in the Irenic Acquisition Corp. (IACQU) Form 4 footnotes?

The footnotes explain a “rule of three” governance structure at the sponsor, where three or more managers must approve actions by majority vote. Because no single manager controls decisions, individual managers are not deemed beneficial owners of the sponsor’s securities beyond any pecuniary interest.