Three Lions Acquisition Corp.

As filed with the U.S. Securities and Exchange Commission on June 30, 2026.

Registration

No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMI

S

SION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

888 Prospect Street

La Jolla,

CA

Tel:

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brett Johnson

Chief Executive Officer

888 Prospect Street

La Jolla,

CA

Tel:

917-822-8328

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 30, 2026

Preliminary Prospectus

$100,000,000

THREE LIONS ACQUISITION CORP.

10,000,000 Units

Three Lions Acquisition Corp. is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “business combination.” We may pursue a business combination with a target in any industry or geographic region that we believe can benefit from the expertise and capabilities of our management team.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share andone-half of one warrant. We will not issue fractional warrants and only whole warrants will trade, so unless you purchase units in multiples of two, you will not be able to receive or trade the warrants included in the units. We have also granted the underwriter a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any.

Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. Each warrant will become exercisable 30 days after the completion of our initial business combination and will expire on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption or liquidation.

We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our business combination at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, described below, as of two business days prior to the consummation of our business combination, including interest earned on the funds held in the trust account and not previously released to us pursuant to permitted withdrawals (as described in this prospectus), divided by the number of then outstanding ordinary shares that were sold as part of the units in this offering, which we refer to collectively throughout this prospectus as our public shares, subject to the limitations described herein.

Notwithstanding the foregoing, if we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. See“Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certain limitations on redemption rights.

If we are unable to complete our business combination within 21 months from the date of this prospectus, we will redeem 100% of the public shares at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us pursuant to permitted withdrawals (less taxes payable and up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. However, we may hold a shareholder vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to consummate a business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated a business combination within the time periods described herein or with respect to any other material provisions relating to shareholders’ rights orpre-business combination activity), in which case we will provide our shareholders with the opportunity to redeem their shares in connection therewith.

Three Lions Sponsor, LLC, a Delaware limited liability company, which we refer to throughout this prospectus as our “Sponsor,” currently holds 3,833,333 of our ordinary shares, including an aggregate of 75,000 shares which will be transferred to our independent director nominees prior to the offering, which we refer to as the “founder shares.” Up to 500,000 founder shares held by our Sponsor are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised.

The founder shares were purchased prior to this offering for an aggregate purchase price of $25,000 and the EBC founder shares (as defined in the prospectus) were purchased for an aggregate purchase price of $1,739.13. Since these shares were acquired at a nominal price per share, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. See the section titled“Risk Factors — Risks Relating to our Securities — Our initial shareholders prior to this offering contributed an aggregate of $25,000, or approximately $0.007 per share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares.”

If we increase the size of the offering, we will effect a share dividend, or other appropriate mechanism, as applicable, with respect to the founder shares immediately so that such shares continue to represent 25% of the total number of ordinary shares outstanding immediately after this offering (excluding the EBC founder shares, private shares and shares underlying warrants). Absent unexpected changes in connection with such an increase or decrease, such as changes to the offering expenses or if the size of the related private placement were changed (other than simple recalculations due to the increase or decrease in the offering size), it is not expected that the issuance of additional founder shares would result in material dilution to public holders. However, increasing the number of founder shares means that the increase in offering size will not have the effect of reducing dilution for the public holders.

Our Sponsor, certain third party investors, and EarlyBirdCapital, Inc., the underwriter in this offering, which we refer to throughout this prospectus as “EBC” or the “underwriter,” have agreed that they and/or their designees will purchase from us an aggregate of 400,000 private units at a price of $10.00 per unit for a total purchase price of $4,000,000 in a private placement that will close simultaneously with the closing of this offering. We refer to these units throughout this prospectus as the “private units.” Of those 400,000 private placement units (or 437,500 private placement units if the underwriters’ over-allotment option is exercised in full), our Sponsor has agreed to purchase 140,000 private placement units (or 168,125 private placement units if the underwriters’ over-allotment option is exercised in full), third-party investors have agreed to purchase an aggregate of 160,000 private placement units (regardless of whether the underwriters’ over-allotment option is exercised), and EBC has agreed to purchase 100,000 private placement units (or 109,375 private placement units if the underwriters’ over-allotment option is exercised in full). Our Sponsor and EBC have also agreed that if the over-allotment option is exercised by the underwriter in full or in part, they and/or their designees will purchase from us up to an additional 37,500 private units (up to 28,125 private units to be purchased by our Sponsor and up to 9,375 private units to be purchased by EBC or its designees) at a price of $10.00 per unit in an amount that is necessary to maintain in the trust account $10.05 per unit sold to the public in this offering. The private units are identical to the units sold in this offering, subject to limited exceptions. Our Sponsor, the third party investors and EBC have agreed not to transfer, assign or sell any of the private units or underlying securities (with certain exceptions) until the completion of our business combination. Subject to the third-party investors purchasing the private placement units indicated above, our sponsor intends to transfer an aggregate of 1,280,000 founder shares to such third-party investors at the closing of this offering.

As more fully discussed in “Management — Conflicts of Interest,”each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our Sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have actual or potential conflicts of interest in determining whether a particular target business is an appropriate business with which to effectuate our business combination as compared to purchasers in this offering. See the sections titled“Summary — Conflicts of Interest,” “Proposed Business — Business Combination” and“Management — Conflicts of Interest” for more information. The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our business combination within 21 months from the date of this prospectus, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units may become worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our business combination. Additionally, we will reimburse our Sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay $150,000 in loans made to us by our Sponsor to cover a portion of the expenses of this offering. In the event that following this offering we obtain working capital loans from our Sponsor to finance transaction costs related to our business combination, up to $1,500,000 of such loans may be convertible into private units described below at a price of $10.00 per unit at the option of our Sponsor. Additionally, members of our management team will be entitled to reimbursement for anyout-of-pocket expenses related to identifying, investigating and completing a business combination. As a result, there may be actual or potential material conflicts of interest between our Sponsor and our management team and their respective affiliates on the one hand, and purchasers in this offering on the other hand. See“Summary — Our Sponsor,” “Summary — The Offering — Founder Shares and EBC founder shares,” “Summary — The Offering — Transfer Restrictions on Founder Shares and EBC Founder Shares,” “Summary — The Offering — Conflicts of interest,” “Proposed Business — Effecting our Business Combination” and “Management — Conflicts of Interest” for more information.

The following table illustrates the difference between the public offering price and our net tangible book value (“NTBV”), as adjusted to give effect to this offering and to redemptions of our public shares at varying levels, assuming the full exercise and no exercise of the over-allotment option. See the sections titled“Prospectus Summary — Dilution” and “Dilution” for more information.

Our Sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the sections titled“Proposed Business — Effecting our Business Combination — Sourcing of Potential Business Combination Targets” and“Management — Conflicts of Interest.”

Currently, there is no public market for our units, ordinary shares or warrants. We have applied to list our units on The Nasdaq Stock Market LLC, or “NASDAQ” under the symbol “TLACU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. The ordinary shares and warrants comprising the units will begin separate trading on the 90 th day following the date of this prospectus unless EBC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and warrants will be listed on NASDAQ under the symbols “TLAC” and “TLACW”, respectively.

No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $100,500,000 or $115,575,000, if the underwriter’s over-allotment option is exercised in full ($10.05 per public share in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee, approximately $2,600,000, or $2,900,000, if the underwriter’s over-allotment option is exercised in full, will be used to pay fees and expenses in connection with the closing of this offering, including underwriting discounts and commissions, and an estimated $900,000 will be available for working capital following this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us as permitted withdrawals, if any, the proceeds from this offering and the sale of the private units that are deposited in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our business combination or to redeem 100% of our public shares if we do not complete our business combination within 21 months from the closing of this offering or (ii) with respect to any other provision relating to shareholders’ rights orpre-business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 21 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

Investing in our securities involves a high degree of risk. See the section of this prospectus entitled“Risk Factors” beginning on page 34 for a discussion of the information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors under Rule 419 blank check offerings.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2026.

Sole Book-Running Manager

EarlyBirdCapital, Inc.

, 2026

TABLE OF CONTENTS

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriter is not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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