RRE Ventures (RREVU) sponsor forfeits 1.25M Class B shares after over-allotment waiver

Rhea-AI Filing Summary

RRE Ventures Acquisition Corp. reported that its 10% owner RRE Sponsor, LLC forfeited 1,250,000 Class B Ordinary Shares on May 14, 2026 for no consideration after underwriters waived their IPO over-allotment option. Following this change, the sponsor holds 5,585,333 Class B Ordinary Shares indirectly.

The Class B Ordinary Shares automatically convert into Class A Ordinary Shares at the time of the company’s initial business combination, or earlier at the sponsor’s option, on a one-for-one basis and have no expiration date. The sponsor is controlled by a three‑member board of managers, each of whom disclaims beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RRE Sponsor, LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares	1,250,000	$0.00	--

Holdings After Transaction: Class B Ordinary Shares — 5,585,333 shares (Indirect, See Footnote)

Footnotes (1)

1. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the Reporting Person, on a one-for-one basis, subject to adjustment, and have no expiration date. On May 14, 2026, the underwriters waived the right to exercise their over-allotment option that was granted to them in connection with the Issuer's initial public offering. As a result, the Reporting Person forfeited 1,250,000 Class B Ordinary Shares for no consideration, as described in the Registration Statement. The Reporting Person is controlled by a board of managers, consisting of Philip Kassin, Jeffrey Douglas Epstein, and Stuart Ellman. Each manager has one vote, and the approval of each manager is required to approve an action of such entity. As a result, no member has the ability to direct the voting or disposition of the shares held by the Reporting Person, and each member of the board of managers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Key Figures

Shares forfeited: 1,250,000 shares Shares after transaction: 5,585,333 shares Transaction price: $0.00 per share +1 more

4 metrics

Shares forfeited 1,250,000 shares Class B Ordinary Shares forfeited on May 14, 2026

Shares after transaction 5,585,333 shares Class B Ordinary Shares held indirectly after restructuring

Transaction price $0.00 per share Forfeiture for no consideration

Conversion ratio 1 Class B = 1 Class A Automatic conversion at initial business combination or earlier at option

Key Terms

over-allotment option, Class B Ordinary Shares, initial business combination, beneficial ownership

4 terms

over-allotment option financial

"the underwriters waived the right to exercise their over-allotment option that was granted to them in connection with the Issuer's initial public offering"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Class B Ordinary Shares financial

"the Reporting Person forfeited 1,250,000 Class B Ordinary Shares for no consideration"

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.

initial business combination financial

"The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

beneficial ownership financial

"each member of the board of managers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein"

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.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/18/2026 - 04:31 PM Accepted by SEC EDGAR 05/18/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What insider transaction did RRE Sponsor, LLC report for RRE Ventures Acquisition Corp. (RREVU)?

RRE Sponsor, LLC reported forfeiting 1,250,000 Class B Ordinary Shares for no consideration after underwriters waived their IPO over-allotment option. This is categorized as an “other” restructuring transaction rather than an open-market buy or sell.

How many RRE Ventures Acquisition Corp. Class B shares does the sponsor hold after this Form 4?

After the transaction, RRE Sponsor, LLC holds 5,585,333 Class B Ordinary Shares indirectly. This reflects the position reported in the Form 4 following the forfeiture of 1,250,000 Class B shares tied to the underwriters’ over-allotment option.

How do RRE Ventures Acquisition Corp. Class B Ordinary Shares convert into Class A shares?

Each Class B Ordinary Share automatically converts into one Class A Ordinary Share at the time of the company’s initial business combination, or earlier at the sponsor’s option. The conversion is one-for-one, subject to adjustment, and the Class B shares have no expiration date.

Why did RRE Sponsor, LLC forfeit 1,250,000 Class B shares of RRE Ventures Acquisition Corp.?

The forfeiture occurred because the underwriters waived their right to exercise the IPO over-allotment option on May 14, 2026. As a result, the sponsor forfeited 1,250,000 Class B Ordinary Shares for no consideration, consistent with the company’s registration statement terms.

Who controls RRE Sponsor, LLC in relation to RRE Ventures Acquisition Corp. (RREVU)?

RRE Sponsor, LLC is controlled by a board of managers consisting of Philip Kassin, Jeffrey Douglas Epstein, and Stuart Ellman. Each manager has one vote, unanimous approval is required for actions, and each disclaims beneficial ownership except to the extent of any pecuniary interest.

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^*

RRE Sponsor, LLC

(Last) (First) (Middle)

5355 TOWN CENTER ROAD

(Street)

BOCA RATON FLORIDA 33486

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
RRE Ventures Acquisition Corp. [ RREV ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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

X	Form filed by One Reporting Person
	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

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
Class B Ordinary Shares	(1)	05/14/2026		J(2)			1,250,000	(1)	(1)	Class A Ordinary Shares	1,250,000	(2)	5,585,333	I	See Footnote(3)

Explanation of Responses:

1. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the Reporting Person, on a one-for-one basis, subject to adjustment, and have no expiration date.

2. On May 14, 2026, the underwriters waived the right to exercise their over-allotment option that was granted to them in connection with the Issuer's initial public offering. As a result, the Reporting Person forfeited 1,250,000 Class B Ordinary Shares for no consideration, as described in the Registration Statement.

3. The Reporting Person is controlled by a board of managers, consisting of Philip Kassin, Jeffrey Douglas Epstein, and Stuart Ellman. Each manager has one vote, and the approval of each manager is required to approve an action of such entity. As a result, no member has the ability to direct the voting or disposition of the shares held by the Reporting Person, and each member of the board of managers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Philip Kassin, Manager	05/18/2026
	** 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)