0001104659-26-049592.txt : 20260427 0001104659-26-049592.hdr.sgml : 20260427 20260427191745 ACCESSION NUMBER: 0001104659-26-049592 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20260427 FILED AS OF DATE: 20260427 DATE AS OF CHANGE: 20260427 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Katz Adam J CENTRAL INDEX KEY: 0002014762 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-43248 FILM NUMBER: 26902666 MAIL ADDRESS: STREET 1: C/O IRENIC CAPITAL MANAGEMENT LP STREET 2: 767 FIFTH AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Irenic Sponsor, LLC CENTRAL INDEX KEY: 0002130686 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-43248 FILM NUMBER: 26902667 BUSINESS ADDRESS: STREET 1: C/O IRENIC ACQUISITION CORP. STREET 2: 767 FIFTH AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 646-993-6330 MAIL ADDRESS: STREET 1: C/O IRENIC ACQUISITION CORP. STREET 2: 767 FIFTH AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Irenic Acquisition Corp. CENTRAL INDEX KEY: 0002122505 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 981922153 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: (646) 993- 6330 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 3 1 tm2612847-6_3seq1.xml OWNERSHIP DOCUMENT X0607 3 2026-04-27 0 0002122505 Irenic Acquisition Corp. IACQ 0002130686 Irenic Sponsor, LLC false C/O IRENIC ACQUISITION CORP. 767 FIFTH AVENUE, 15TH FLOOR NEW YORK NY 10153 0 0 1 1 Director by Deputization 0002014762 Katz Adam J false C/O IRENIC ACQUISITION CORP. 767 FIFTH AVENUE, 15TH FLOOR NEW YORK NY 10153 1 1 0 0 Chief Executive Officer Class B Ordinary Shares Class A Ordinary Shares 6325000 D 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. The Class B ordinary shares reported herein include up to 825,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. Irenic Sponsor, LLC (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. Exhibit List - Exhibit 99.1 - Joint Filer Information Irenic Sponsor, LLC /s/ Adam Katz, its Manager 2026-04-27 EX-99.1 2 tm2612847d6_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Irenic Sponsor, LLC
Address of Joint Filer: c/o Irenic Acquisition Corp.
  767 Fifth Avenue, 15th Floor
  New York, NY 10153
Relationship of Joint Filer to Issuer: 10% Owner, Other (Director by Deputization)
Issuer Name and Ticker or Trading Symbol: Irenic Acquisition Corp. [IACQ]
Date of Event Requiring Statement:  
(Month/Day/Year): 04/27/2026
Name of Joint Filer: Adam Katz
Address of Joint Filer: c/o Irenic Acquisition Corp.
  767 Fifth Avenue, 15th Floor
  New York, NY 10153
Relationship of Joint Filer to Issuer: Director, Officer (Chief Executive Officer)
Issuer Name and Ticker or Trading Symbol: Irenic Acquisition Corp. [IACQ]
Date of Event Requiring Statement:  
(Month/Day/Year): 04/27/2026