Three Lions sponsor buys 200K TLACU shares, forfeits 500K
Three Lions Sponsor, LLC reported purchases, transfers and a forfeiture of Three Lions Acquisition Corp. Ordinary Shares and warrants around the company’s IPO.
Rhea-AI Filing Summary
Three Lions Acquisition Corp. (TLACU) director Three Lions Sponsor, LLC reported several transactions in Ordinary Shares and warrants. On September 2, 2026, the Sponsor purchased 200,000 Ordinary Shares at $10.00 per share and 200,000 warrants, each whole warrant exercisable at $11.50 for one Ordinary Share. That same day, the Sponsor transferred 800,000 founder Ordinary Shares to certain designees for aggregate consideration of about $5,217, or roughly $0.007 per share. On September 15, 2026, the Sponsor forfeited 500,000 Ordinary Shares without consideration in connection with the underwriter’s termination of its over-allotment option. The securities are held of record by the Sponsor, whose board of managers applies a “rule of three” structure under which no individual manager is deemed to beneficially own the securities.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Net Seller: 400,000 shares
Net Sell
4 txns
Insider
Three Lions Sponsor, LLC
Role
Director
Bought
400,000 shs
Sold
800,000 shs ($6K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Ordinary Shares F4, F2 | 500,000 | $0.00 | $0.00 |
| Purchase | Warrant F1 | 200,000 | -- | -- |
| Purchase | Ordinary Shares F1, F2 | 200,000 | $10.00 | $2.00M |
| Sale | Ordinary Shares F3, F2 | 800,000 | $0.007 | $6K |
Holdings After Transaction:
Warrant — 200,000 contracts (Direct);
Ordinary Shares — 2,658,333 shares (Direct)
Footnotes (4)
- F1. Simultaneously with the consummation of the Issuer's initial public offering, Three Lions Sponsor, LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 200,000 units (the "Private Units") in a private placement for an aggregate purchase price of $2,000,000. Each Private Unit consists of one ordinary share, par value $0.0001 per share ("Ordinary Shares") and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share of the Issuer at $11.50 per share, subject to adjustment as described in the final prospectus of the Issuer relating to the initial public offering (File No. 333-297177) (the "Prospectus"). The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire on the fifth anniversary of the completion of an initial business combination, or earlier upon redemption or liquidation.
- F2. 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. 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.
- F3. The Sponsor transferred an aggregate of 800,000 Ordinary Shares to certain designees on the closing of the Issuer's initial public offering for an aggregate consideration of approximately $5,217, or approximately $0.007 per founder share.
- F4. Upon notice from EarlyBirdCapital, Inc., the underwriter of the Issuer's initial public offering, to terminate the underwriter's option to purchase additional units of the Company to cover over-allotment on September 10, 2026, the Sponsor agreed to forfeit 500,000 Ordinary Shares without consideration.
Key Figures
Ordinary Shares purchased: 200,000 shares
Purchase price per Ordinary Share: $10.00 per share
Warrants acquired: 200,000 warrants
+4 more
7 metrics
Ordinary Shares purchased
200,000 shares
Purchased on September 2, 2026 at $10.00 per share by Three Lions Sponsor, LLC
Purchase price per Ordinary Share
$10.00 per share
Private placement units acquired in connection with the initial public offering
Warrants acquired
200,000 warrants
Acquired with Private Units; each whole warrant exercisable into one Ordinary Share
Warrant exercise price
$11.50 per share
Exercise price for each whole warrant to purchase one Ordinary Share
Founder shares transferred
800,000 Ordinary Shares
Transferred to certain designees at IPO closing for about $5,217 total
Transfer consideration
$5,217 aggregate
Approximately $0.007 per founder share for 800,000 Ordinary Shares
Shares forfeited
500,000 Ordinary Shares
Forfeited without consideration on September 15, 2026 upon termination of over-allotment option
Key Terms
over-allotment, private placement, warrant, beneficial owner, +1 more
5 terms
over-allotment financial
"option to purchase additional units of the Company to cover over-allotment"
An over-allotment is an arrangement that lets underwriters sell a small, predefined extra amount of shares beyond an initial offering to meet unexpected demand and smooth trading, like a bakery baking a few extra loaves for a sudden rush of customers. It matters to investors because it temporarily increases supply, can reduce price swings by allowing underwriters to buy back shares if the price falls, and may cause modest, planned dilution if those extra shares are retained.
private placement financial
"acquired, at a price of $10.00 per unit, 200,000 units in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
warrant financial
"one-half of one warrant, each whole warrant entitling the holder thereof to purchase"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
beneficial owner financial
"none of them will be deemed to have or share beneficial ownership of such shares"
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Three Lions Sponsor, LLC buy in the Form 4 for TLACU?
The Sponsor purchased 200,000 Ordinary Shares at $10.00 per share and 200,000 warrants on September 2, 2026. Each whole warrant entitles the holder to buy one Ordinary Share at $11.50, exercisable 30 days after completion of an initial business combination.
Who is considered the beneficial owner of the TLACU securities held by Three Lions Sponsor, LLC?
The securities are held of record by Three Lions Sponsor, LLC. Its board has three managers and actions require a majority. Under the “rule of three” analysis described, no individual manager is deemed to have or share beneficial ownership of the securities held by the Sponsor.
Were the TLACU transactions made under a Rule 10b5-1 trading plan?
No Rule 10b5-1 trading plan is reported. The filing’s trading-plan checkbox is not marked as being made pursuant to a Rule 10b5-1 plan, and the footnotes do not describe any such pre-arranged trading arrangement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
