UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
As previously disclosed in a Current Report on Form 8-K filed on September 4, 2026, Three Lions Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”), each consisting of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”) and one-half of one warrant (the “Warrant”) on September 2, 2026. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. EarlyBirdCapital, Inc., the underwriter (the “Underwriter”) of the IPO, has been granted a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any.
Also as previously reported, simultaneously with the closing of the IPO, the Company completed a private placement of an aggregate of 400,000 units (the “Private Placement Units”), including 200,000 Private Placement Units to Three Lions Sponsor, LLC, the sponsor of the Company’s IPO (the “Sponsor”), 100,000 Private Placement Units to the Underwriter, and 100,000 Private Placement Units to certain third-party investors, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,000,000 (the “Private Placement”).
As of September 2, 2026, a total of $100,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders.
An audited balance sheet as of September 2, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit |
Description | |
| 99.1 | Balance Sheet as of September 2, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Three Lions Acquisition Corp. | ||||||
| Date: September 10, 2026 | By: | /s/ Harry Brandler | ||||
| Name: | Harry Brandler | |||||
| Title: | Chief Financial Officer | |||||
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