UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
As previously disclosed, on May 18, 2026, Patriot Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”), which consisted of 16,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $160,000,000. Keefe, Bruyette and Woods, Inc. (“KBW”), the underwriter, was granted a 45-day option to purchase up to an additional 2,400,000 Units offered by the Company to cover over-allotments, if any (the “Over-Allotment Option”).
As previously disclosed, simultaneously with the closing of the IPO, pursuant to the private placement warrants purchase agreements with Patriot Acquisition Sponsor LLC (the “Sponsor”) and KBW, the Company completed the private sale of an aggregate of 5,200,000 Warrants (the “Private Placement Warrants”) to the Sponsor and KBW at a price of $1.00 per Private Placement Warrant (the “Private Placement”). The Private Placement Warrants (and underlying securities) are identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration Statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission on March 6, 2026 (File No. 333-294090). No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
As previously disclosed, subsequently, on May 20, 2026, KBW partially exercised the Over-Allotment Option for 1,500,000 Units. The closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on May 21, 2026. The total aggregate issuance by the Company of 1,500,000 Over-Allotment Option Units at a price of $10.00 per unit generated total gross proceeds of $15,000,000. On May 21, 2026, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 75,000 Private Placement Warrants to KBW, generating gross proceeds of $75,000.
On May 21, 2026, an additional $15,075,000 consisting of the net proceeds from the sale of the Over-Allotment Option Units and the additional Private Placement Warrants was placed in the trust account, resulting in a total of $175,875,000 held in the trust account.
An unaudited pro forma balance sheet reflecting receipt of the proceeds from the sale of the Over-Allotment Option Units is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Exhibits.
(d) Exhibits.
| 99.1 | Pro Forma Balance Sheet. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
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.
| PATRIOT ACQUISITION CORP. | ||
| Date: June 8, 2026 | ||
| By: | /s/ Thomas Cestare | |
| Name: | Thomas Cestare | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
PATRIOT ACQUISITION CORP.
PRO FORMA UNAUDITED BALANCE SHEET
| May 18, 2026 | Pro Forma Adjustments (Unaudited) | As Adjusted (Unaudited) | |||||||||||||
| Assets: | |||||||||||||||
| Current asset | |||||||||||||||
| Cash | $ | 1,689,070 | $ | 1,689,070 | |||||||||||
| Prepaid expenses | 46,569 | 46,569 | |||||||||||||
| Total current asset | 1,735,639 | 1,735,639 | |||||||||||||
| Cash held in Trust Account | 160,800,000 | 15,000,000 | (1) | 175,875,000 | |||||||||||
| 75,000 | (2) | ||||||||||||||
| Total Assets | $ | 162,535,639 | 15,075,000 | $ | 177,610,639 | ||||||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit: | |||||||||||||||
| Current liabilities | |||||||||||||||
| Accrued expenses | $ | 27,500 | $ | 27,500 | |||||||||||
| Accrued offering costs | 586,014 | 586,014 | |||||||||||||
| Over-allotment option liability | 147,300 | (92,100 | ) | (4) | 55,200 | ||||||||||
| Total current liabilities | 760,814 | (92,100 | ) | 668,714 | |||||||||||
| Deferred underwriting fee | 6,400,000 | 825,000 | (3) | 7,225,000 | |||||||||||
| Total Liabilities | 7,160,814 | 732,900 | 7,893,714 | ||||||||||||
| Commitments and Contingencies (Note 6) | |||||||||||||||
| Class A Ordinary Shares subject to Possible Redemption | |||||||||||||||
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,500,000 shares at redemption value of $10.05 per share | 160,800,000 | 14,842,500 | (1) | 175,875,000 | |||||||||||
| (819,951 | ) | (3) | |||||||||||||
| 92,100 | (4) | ||||||||||||||
| 960,351 | (5) | ||||||||||||||
| 15,075,000 | |||||||||||||||
| Shareholders’ Deficit | |||||||||||||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | — | — | |||||||||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 17,500,000 shares subject to possible redemption) | — | — | |||||||||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,600,000 shares issued and outstanding (1)(2)(3) | 460 | 460 | |||||||||||||
| Additional paid-in capital | — | 157,500 | (1) | — | |||||||||||
| 75,000 | (2) | ||||||||||||||
| (5,049 | ) | (3) | |||||||||||||
| (960,351 | ) | (5) | |||||||||||||
| 732,900 | (6) | ||||||||||||||
| Accumulated deficit | (5,425,635 | ) | (732,900 | ) | (6) | (6,158,535 | ) | ||||||||
| Total Shareholders’ Deficit | (5,425,175 | ) | (732,900 | ) | (6,158,075 | ) | |||||||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 162,535,639 | 14,842,500 | $ | 177,610,639 | ||||||||||
| (1) | Includes 600,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
| (2) | On May 14, 2026, the Sponsor surrendered to the Company for no consideration 1,150,000 Class B ordinary shares, resulting in the Sponsor holding 4,600,000 Class B ordinary shares. All share and per share data has been retrospectively presented. |
| (3) | As a result of the partial exercise by the underwriters of the over-allotment option on May 21, 2026, 375,000 founder shares are no longer subject to forfeiture. |
See Note to Pro forma Unaudited Balance Sheet.
F-1
PATRIOT ACQUISITION CORP.
NOTES TO PRO FORMA UNAUDITED BALANCE SHEET
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro forma Balance Sheet presents the Balance Sheet of Patriot Acquisition Corp. (the “Company”) as of May 18, 2026 adjusted for the closing of the partial exercise of the underwriters’ overallotment option and related transactions, which occurred on May 21, 2026, as described below.
The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2026. On May 18, 2026, the Company consummated the Initial Public Offering of 16,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $160,000,000. Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,200,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Patriot Acquisition Sponsor LLC, (“Sponsor”), and Keefe, Bruyette & Woods, Inc. (“KBW”), the representative of the underwriters, generating gross proceeds of $5,200,000. Of those 5,200,000 Private Placement Warrants, the Sponsor purchased 4,140,000 Private Placement Warrants and KBW purchased 1,060,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.
The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
On May 21, 2026, the Company consummated the closing of an additional 1,500,000 Units sold pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the consummation of the partial exercise of over-allotment option on May 21, 2026, the Company completed the private placement of an additional 75,000 Private Placement Warrants to KBW at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $75,000. Following the sale of the additional Units, all of the net proceeds from the sale of additional Units and additional Private Placement Warrants totaling to $15,075,000 have been added in the Trust Account. As a result, 375,000 founder shares are no longer subject to forfeiture. The underwriters have 45 days from the date of the Initial Public Offering to purchase the remaining 900,000 Units.
As of May 21, 2026, a total of $175,875,000 of the net proceeds from the Initial Public Offering (including the additional Units sold as the result of the partial exercise by the underwriters of their over-allotment option) and the sale of the Private Placement Warrants were placed in the Trust Account.
Pro forma adjustments to reflect the partial exercise of the underwriters’ over-allotment option and sale of the additional Private Placement Warrants are as follows:
| Pro forma entries | ||||||||
| 1 | Cash held in Trust Account | 15,000,000 | ||||||
| Class A ordinary shares subject to possible redemption | 14,842,500 | |||||||
| Additional paid-in capital | 157,500 | |||||||
| To record sale of 1,500,000 over-allotment Units at $10.00 per Unit. | ||||||||
| 2 | Cash held in Trust Account | 75,000 | ||||||
| Additional paid-in capital | 75,000 | |||||||
| To record sale of 75,000 additional Private Placement Warrants to KBW at $1.00 per Private Placement Warrant | ||||||||
| 3 | Class A ordinary shares subject to possible redemption | 819,951 | ||||||
| Additional paid-in capital | 5,049 | |||||||
| Cash held in Trust Account | 825,000 | |||||||
| To record additional $0.40 per over-allotment Unit of deferred underwriting fee to underwriters | ||||||||
| 4 | Over-allotment option liability | 92,100 | ||||||
| Class A ordinary shares subject to possible redemption | 92,100 | |||||||
| To release the value of 1,500,000 over-allotment option liability due to the partial exercise of the underwriters of their over-allotment option | ||||||||
| 5 | Additional paid-in capital | 960,351 | ||||||
| Class A ordinary shares subject to possible redemption | 960,351 | |||||||
| To record accretion of Class A ordinary shares subject to redemption to an amount of $10.05 per share | ||||||||
| 6 | Accumulated deficit | 732,900 | ||||||
| Additional paid-in capital | 732,900 | |||||||
| To record increase in reclassification of negative APIC to Accumulated Deficit |
F-2