Three Lions Sponsor, LLC - 31 Aug 2026 Form 3 Insider Report for Three Lions Acquisition Corp. (TLAC)

Footnote F1

Includes up to 500,000 shares subject to forfeiture by Three Lions Sponsor, LLC (the "Sponsor") depending on the extent to which the underwriter's over-allotment option for the IPO (as defined below) is exercised, as described in the Registration Statement on Form S-1 (File No. 333-297177) related to the Issuer's initial public offering (the "IPO"). 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.

Footnote F2

(Continued from footnote 1) 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.