[SCHEDULE 13G] Three Lions Acquisition Corp. Passive Investment Disclosure (>5%)
Three Lions Acquisition sees Tudor report 5.2% stake
Three Lions Acquisition Corp. (TLACU) has disclosed that funds managed by Tudor Investment Corporation and its Chief Investment Officer, Paul T. Jones II, have filed a Schedule 13G reporting passive beneficial ownership of Ordinary Shares.
Three Lions Acquisition Corp. (TLACU) has disclosed that funds managed by Tudor Investment Corporation and its Chief Investment Officer, Paul T. Jones II, have filed a Schedule 13G reporting passive beneficial ownership of Ordinary Shares. The Reporting Persons collectively report beneficial ownership of 719,247 Ordinary Shares, representing 5.2% of the class, based on 13,933,333 Ordinary Shares outstanding after the company’s offering and simultaneous private placement. Voting and dispositive authority over these shares is reported as shared rather than sole, with the Tudor Funds having the right to receive dividends and sale proceeds.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:719,247 Ordinary SharesPercent of class:5.2%Shares outstanding:13,933,333 Ordinary Shares+3 more
6 metrics
Shares beneficially owned719,247 Ordinary SharesBeneficial ownership reported on Schedule 13G by Tudor Investment Corporation and Paul T. Jones II
Percent of class5.2%Portion of Three Lions Acquisition Corp. Ordinary Shares beneficially owned by the Reporting Persons
Shares outstanding13,933,333 Ordinary SharesAggregate Ordinary Shares outstanding used to calculate ownership percentage after the offering and private placement
Shared voting power719,247 Ordinary SharesShares over which the Reporting Persons report shared power to vote or direct the vote
Sole voting power0 Ordinary SharesShares over which the Reporting Persons report sole power to vote
Shared dispositive power719,247 Ordinary SharesShares over which the Reporting Persons report shared power to dispose or direct disposition
"This statement is filed by ... with respect to the Ordinary Shares ..."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownedfinancial
"Amount beneficially owned: The information required by Item 4(a)..."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 719,247.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 719,247.00"
CUSIPfinancial
"The CUSIP number for the units which include the Ordinary Shares is G88765121."
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Three Lions Acquisition Corp. (TLACU) does Tudor Investment Corporation report owning?
Tudor Investment Corporation and Paul T. Jones II report beneficial ownership of 5.2% of Three Lions Acquisition Corp.’s Ordinary Shares, based on 13,933,333 Ordinary Shares outstanding after the company’s offering and simultaneous private placement.
How many TLACU shares are reported as beneficially owned by the Tudor entities?
The Reporting Persons disclose beneficial ownership of 719,247 Ordinary Shares of Three Lions Acquisition Corp. These shares are held by certain Tudor Funds for which Tudor Investment Corporation serves as investment manager.
Who are the Reporting Persons in the TLACU Schedule 13G filing?
The Reporting Persons are Tudor Investment Corporation, a Delaware corporation that manages certain Tudor Funds, and Paul T. Jones II, its Chief Investment Officer and indirect control person, with respect to the Ordinary Shares held by the Tudor Funds.
What type of ownership authority do the Tudor entities report over TLACU shares?
The filing reports no sole voting or dispositive power and shared voting and shared dispositive power over 719,247 Ordinary Shares. The Tudor Funds have the right to receive and direct the receipt of dividends and proceeds from any sale of these shares.
What is the share count baseline used for Tudor’s 5.2% ownership in TLACU?
The 5.2% ownership figure is calculated using an aggregate of 13,933,333 Ordinary Shares outstanding, as reported in Three Lions Acquisition Corp.’s prospectus filed under Rule 424(b)(4) and a Form 8-K, after completion of the offering and simultaneous private placement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Three Lions Acquisition Corp.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G88765121
(CUSIP Number)
09/01/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G88765121
1
Names of Reporting Persons
Tudor Investment Corporation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
719,247.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
719,247.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
719,247.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
G88765121
1
Names of Reporting Persons
Paul T. Jones II
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
719,247.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
719,247.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
719,247.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Three Lions Acquisition Corp.
(b)
Address of issuer's principal executive offices:
888 Prospect Street, La Jolla, CA, 92037
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Tudor Investment Corporation, a Delaware corporation ("Tudor"), which serves as investment manager to certain funds (the "Tudor Funds"), with respect to the ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), of Three Lions Acquisition Corp., a Cayman Islands exempted company (the "Company"), directly held by the Tudor Funds; and
(ii) Paul T. Jones II ("Mr. Jones"), the Chief Investment Officer and indirect control person of Tudor, with respect to the Ordinary Shares directly held by the Tudor Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The Ordinary Shares have no CUSIP number. The CUSIP number for the units which include the Ordinary Shares is G88765121.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Elm Street, Stamford, CT 06901.
(c)
Citizenship:
Tudor is a corporation organized under the laws of the State of Delaware. Mr. Jones is a United States citizen.
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G88765121
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row (9) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 13,933,333 Ordinary Shares outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on September 1, 2026 and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2026, after giving effect to the completion of the offering and the consummation of the simultaneous private placement, all as described therein.
(b)
Percent of class:
5.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row (5) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row (6) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row (7) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row (8) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Tudor Funds have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of the Ordinary Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
