STOCK TITAN

Three Lions Sponsor reports 3.76M TLACU shares

Three Lions Acquisition Corp. (TLACU) reported that Three Lions Sponsor, LLC, a ten percent owner, holds 3,758,333 Ordinary Shares as of August 31, 2026.

(High)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Three Lions Acquisition Corp. (TLACU) reported that Three Lions Sponsor, LLC, a ten percent owner, holds 3,758,333 Ordinary Shares as of August 31, 2026. This amount includes up to 500,000 shares that are subject to forfeiture depending on the underwriter's over-allotment option for the company’s initial public offering.

The Sponsor is the record holder of these securities and is managed by a three‑member board of managers. Based on a "rule of three" analysis, none of the individual managers is deemed to beneficially own the shares held by the Sponsor.

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Insider Three Lions Sponsor, LLC
Role 10% Owner
Type Security Shares Price Value
holding Ordinary Shares F1, F2 -- -- --
Holdings After Transaction: Ordinary Shares — 3,758,333 shares (Direct)
Footnotes (2)
  1. F1. Includes up to 500,000 shares subject to forfeiture by Three Lions Sponsor, LLC (the "Sponsor") depending on the extent to which the underwriter's over-allotment option for the IPO (as defined below) is exercised, as described in the Registration Statement on Form S-1 (File No. 333-297177) related to the Issuer's initial public offering (the "IPO"). The Sponsor is the record holder of the securities reported herein. The Sponsor is managed by a board of managers, consisting of Messrs. Berke Bakay, Brett Johnson and Harry Brandler, each of whom holds one vote, and the approval of a majority of the managers is required to approve an action of the Sponsor. 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 a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities.
  2. F2. (Continued from footnote 1) Based upon the foregoing analysis, no manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.
Ordinary Shares held 3,758,333 shares Shares of Three Lions Acquisition Corp. held by Three Lions Sponsor, LLC as of August 31, 2026
Shares subject to forfeiture 500,000 shares Portion of Sponsor’s holdings subject to forfeiture based on IPO over-allotment option
Ownership status Ten percent owner Reporting person status of Three Lions Sponsor, LLC in Three Lions Acquisition Corp.
Managers with voting control 3 managers Board of managers (Berke Bakay, Brett Johnson, Harry Brandler) overseeing the Sponsor
over-allotment option financial
"depending on the extent to which the underwriter's over-allotment option for the IPO is exercised"
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.
initial public offering financial
"related to the Issuer's initial public offering (the "IPO")"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
beneficial owner financial
"none of the individuals is deemed a beneficial owner of the entity's securities"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
rule of three financial
"Under the so-called "rule of three," if voting and dispositive decisions"

FAQ

What stake does Three Lions Sponsor, LLC report in Three Lions Acquisition Corp. (TLACU)?

Three Lions Sponsor, LLC reports 3,758,333 Ordinary Shares of Three Lions Acquisition Corp. as of August 31, 2026. These shares are held directly by the Sponsor, which is identified as a ten percent owner of the company.

How many TLACU shares held by the Sponsor are subject to forfeiture?

The reported holdings include up to 500,000 shares that are subject to forfeiture by Three Lions Sponsor, LLC. The forfeiture depends on how much of the underwriter's over-allotment option for the IPO is exercised.

Does any individual manager of the Sponsor beneficially own TLACU shares reported on this Form 3?

No. The filing explains that under the so‑called "rule of three", voting and dispositive decisions require a majority of three managers, so none of the individual managers is deemed to have or share beneficial ownership of the shares held by the Sponsor.

What type of TLACU security does the Sponsor hold?

Three Lions Sponsor, LLC holds Ordinary Shares of Three Lions Acquisition Corp. The Form 3 reports 3,758,333 Ordinary Shares, including up to 500,000 that may be forfeited depending on the IPO over-allotment option.

Is the ownership reported by the Sponsor direct or indirect in TLACU?

The ownership reported by Three Lions Sponsor, LLC is classified as direct. The Sponsor is the record holder of the securities, and the filing does not attribute beneficial ownership to any individual manager.

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

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED 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*
Three Lions Sponsor, LLC

(Last)(First)(Middle)
C/O THREE LIONS ACQUISITION CORP.,
888 PROSPECT ST

(Street)
LA JOLLA CALIFORNIA 92037

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2026
3. Issuer Name and Ticker or Trading Symbol
Three Lions Acquisition Corp. [ TLAC ]
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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
Ordinary Shares3,758,333(1)(2)D
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 ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes up to 500,000 shares subject to forfeiture by Three Lions Sponsor, LLC (the "Sponsor") depending on the extent to which the underwriter's over-allotment option for the IPO (as defined below) is exercised, as described in the Registration Statement on Form S-1 (File No. 333-297177) related to the Issuer's initial public offering (the "IPO"). The Sponsor is the record holder of the securities reported herein. The Sponsor is managed by a board of managers, consisting of Messrs. Berke Bakay, Brett Johnson and Harry Brandler, each of whom holds one vote, and the approval of a majority of the managers is required to approve an action of the Sponsor. 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 a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities.
2. (Continued from footnote 1) Based upon the foregoing analysis, no manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.
Remarks:
See Exhibit 24.1 - Power of Attorney
/s/ Tiange Chen, attorney-in-fact09/01/2026
** 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 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)