UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2026

IRENIC ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

767 Fifth Avenue, 15th Floor

New York, New York 10153

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 993-6330

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth below in Item 8.01 of this Current Report on Form 8-K with respect to the sale of additional Private Placement Units (as defined below) is incorporated by reference herein. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 

Item 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated April 29, 2026, Irenic Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 22,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (the “Warrants”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $220,000,000. The Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments (the “Over-Allotment Option”). Simultaneously with the consummation of the IPO, the Company completed the private sale of an aggregate of 640,000 Class A Ordinary Shares (the “Private Placement Units”) at a price of $10.00 per unit to the Company’s sponsor, Irenic Sponsor, LLC (the “Sponsor”), for an aggregate purchase price of $6,400,000. Of those 640,000 Private Placement Units, the Sponsor purchased 420,000 Private Placement Units and Jefferies LLC and Odeon Capital Group LLC purchased an aggregate of 220,000 Private Placement Units.

On May 1, 2026, the Company closed the issuance and sale of 3,253,188 additional units (the “Over-Allotment Option Units”) in connection with the underwriters partially exercising the Over-Allotment Option. The Over-Allotment Option Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $32,531,880. Simultaneously with the closing of the sale of the Over-Allotment Option Units, the Company completed the private sale of an additional 32,532 Private Placement Units to the Sponsor at a price of $10.00 per unit, generating gross proceeds to the Company of $325,320. The Company also completed the private sale of an additional 32,532 Private Placement Units to the Jefferies LLC and Odeon Capital Group LLC at a price of $10.00 per unit, generating gross proceeds to the Company of $325,320. In connection with the closing of the Over-Allotment Option, the Sponsor forfeited 11,703 Class B ordinary shares of the Company, par value $0.0001 per share (the “founder shares”), resulting in the Sponsor holding an aggregate of 6,313,297 founder shares.

A total of $32,531,880 of the net proceeds from the sale of the Over-Allotment Option Units and the additional Private Placement Units was deposited in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), bringing the aggregate proceeds deposited in the Trust Account to $252,531,880.

An unaudited pro forma balance sheet as of May 1, 2026 reflecting the receipt of the proceeds from the sale of the Over-Allotment Option Units and the additional Private Placement Units is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

EXHIBIT INDEX

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.

Dated: May 7, 2026