Three Lions Acquisition Corp. Completes IPO, Raises $100M (SPAC)

What Happened

• Three Lions Acquisition Corp. announced that its Form S-1 was declared effective on August 31, 2026 and the company consummated an initial public offering on September 2, 2026, selling 10,000,000 units at $10.00 per unit for gross proceeds of $100,000,000. Each Unit contains one ordinary share and one-half of one warrant (one whole warrant exercisable to buy one ordinary share at $11.50). EarlyBirdCapital, Inc. (EBC) served as underwriter and received a 45‑day option to purchase up to 1,500,000 additional units to cover any over‑allotments.
• Simultaneously on September 2, 2026 the company completed a private placement of 400,000 units at $10.00 per unit to the Sponsor (Three Lions Sponsor, LLC), EBC and certain third‑party investors, generating $4,000,000. The Private Placement Units are identical to the public Units but carry transfer restrictions. Continental Stock Transfer & Trust Company is trustee for the SPAC’s trust account.

Key Details

• IPO: 10,000,000 units sold at $10.00 per unit = $100,000,000 gross proceeds (Sept 2, 2026).
• Warrants: each Unit includes 0.5 warrant; whole warrant exercisable at $11.50 per share.
• Over‑allotment: EBC granted 45‑day option to buy up to 1,500,000 additional units at $10.00.
• Private placement: 400,000 units sold at $10.00 = $4,000,000 (exempt under Section 4(a)(2)); Private Placement Units subject to transfer restrictions.
• Trust account: $100,500,000 of net proceeds from the Offering and Private Placement placed in a trust account for public shareholders (Continental acting as trustee).
• Governance: Board expanded effective Aug 31, 2026 with appointments of Jeffrey G. Brock, Jeffrey A. Dunham and Jameson Culp (board now includes Berke Bakay and Harry Brandler). Indemnity agreements were entered with directors and CEO Brett Johnson.
• Corporate charter: Amended and restated memorandum and articles filed Aug 31, 2026 authorizes up to 200,000,000 ordinary shares and up to 1,000,000 preference shares.

Why It Matters

• For investors, the IPO and private placement provide the capital a SPAC needs to pursue a business combination, and the placement of $100.5M in a trust account means those funds are held for public shareholders until a qualifying deal or redemptions occur.
• The warrant structure and potential underwriter over‑allotment can affect future dilution and the total number of shares outstanding if exercised or issued.
• Board appointments and indemnity agreements affect governance and management oversight as the SPAC begins its search for a target.
• The Private Placement Units’ transfer restrictions and registration exemptions may affect liquidity and who can trade those units.