09/16/2026 | Press release | Distributed by Public on 09/16/2026 09:24
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | $11.5 | 09/02/2026 | P | 200,000 | (1) | (1) | Ordinary shares | 100,000 | (1) | 200,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Three Lions Sponsor, LLC C/O THREE LIONS ACQUISITION CORP. 888 PROSPECT STREET LA JOLLA, CA 92037 |
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| /s/ Tiange Chen, Attorney-in-Fact | 09/16/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |