PTOR 8-K
Praetorian Acquisition Corp. (PTOR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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
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 information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated January 27, 2026 (the “Current Report”), Praetorian Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 22,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 (the “Class A Ordinary Shares”), and one-third of one redeemable 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 $220,000,000. The Company granted Clear Street LLC, as representative of the several underwriters (collectively, the “Underwriters”) a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any.
As previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (the “IPO Private Placement”) with Praetorian Sponsor LLC of 4,670,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $4,670,000. The Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
As previously disclosed in the Current Report, the Company also issued in a private placement to the Underwriters 165,000 Class A Ordinary Shares upon the consummation of the IPO (the “Representative Shares”). The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that these securities cannot be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the date of the IPO except as permitted under FINRA Rule 5110(e)(2). The Underwriters agreed not to transfer, assign or sell any Representative Shares until the completion of the Company’s initial business combination. In addition, the Underwriters have agreed (i) to waive their redemption rights with respect to the Representative Shares in connection with the completion of the initial business combination, (ii) to waive their redemption rights with respect to the Representative Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO (or 27 months if the Company executed a letter of intent for an initial business combination within 24 months from the closing of the IPO) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (iii) to waive their rights to liquidating distributions from the Company’s trust account with respect to the Representative Shares if the Company fails to complete the initial business combination within 24 months from the closing of the IPO (or 27 months, as applicable). The issuance of the Representative Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
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Subsequently, on March 12, 2026, the Underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on March 16, 2026. The total aggregate issuance by the Company of 3,300,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $33,000,000. On March 16, 2026, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 330,000 Private Placement Warrants, generating gross proceeds of $330,000 (the “OA Private Placement,” together with the IPO Private Placement, the “Private Placements”). The Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. Simultaneously with the sale of the Over-Allotment Option Units and the OA Private Placement, the Company issued an additional 24,750 Representative Shares to the Underwriters on the same terms and conditions as the Representative Shares issued in connection with the IPO. Including the Over-Allotment Option Units, the Company has now sold a total of 25,300,000 Units, generating total gross proceeds of $253,000,000, and a total of 5,000,000 warrants in Private Placements to Praetorian Sponsor LLC, generating total gross proceeds of $5,000,000.
A total of $253,000,000 of the net proceeds from the sale of the Units in the IPO (including the Over-Allotment Option Units) and the Private Placements were deposited in the Company’s trust account established for the benefit of the Company’s public stockholders. An unaudited pro forma balance sheet as of March 16, 2026, reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO (including the Over-Allotment Option Units) and the Private Placements, is included in this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma balance sheet dated March 16, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| PRAETORIAN ACQUISITION CORP. | ||
| By: | /s/ Justin Di Rezze, M.D. | |
| Name: | Justin Di Rezze, M.D. | |
| Title: | Chief Executive Officer | |
| Dated: March 19, 2026 | ||
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Exhibit 99.1
PRAETORIAN ACQUISITION CORP.
PRO FORMA UNAUDITED BALANCE SHEET
| January 26, | Pro Forma | |||||||||||||||
| 2026 | Adjustments | As Adjusted | ||||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Current assets | ||||||||||||||||
| Cash | $ | 2,465,198 | (247,500 | ) | (5) | $ | 2,217,698 | |||||||||
| Prepaid expenses | 133,000 | 133,000 | ||||||||||||||
| Total current assets | 2,598,198 | (247,500 | ) | 2,350,698 | ||||||||||||
| Long-term prepaid insurance | 126,000 | 126,000 | ||||||||||||||
| Cash held in Trust Account | 220,000,000 | 33,000,000 | (1) | 253,000,000 | ||||||||||||
| 330,000 | (2) | |||||||||||||||
| (577,500 | ) | (3) | ||||||||||||||
| 247,500 | ||||||||||||||||
| Total Assets | $ | 222,724,198 | 32,752,500 | $ | 255,476,698 | |||||||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accrued offering costs | $ | 83,000 | $ | 83,000 | ||||||||||||
| Accrued expenses | 15,000 | 15,000 | ||||||||||||||
| Over-allotment option liability | 205,400 | (205,400 | ) | (6) | — | |||||||||||
| Total current liabilities | 303,400 | (205,400 | ) | 98,000 | ||||||||||||
| Deferred underwriting fee | 6,600,000 | 990,000 | (4) | 7,590,000 | ||||||||||||
| Total Liabilities | 6,903,400 | 784,600 | 7,688,000 | |||||||||||||
| Commitments and Contingencies (Note 6) | ||||||||||||||||
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,000,000 shares at redemption value of $10.00 per share | 220,000,000 | 32,450,000 | (1) | 253,000,000 | ||||||||||||
| (567,875 | ) | (3) | ||||||||||||||
| (973,500 | ) | (4) | ||||||||||||||
| 205,400 | (6) | |||||||||||||||
| (95,647 | ) | (7) | ||||||||||||||
| 1,981,622 | (8) | |||||||||||||||
| 33,000,000 | ||||||||||||||||
| Shareholders’ Deficit | ||||||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | — | ||||||||||||||
| Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 165,000 shares issued and outstanding (excluding 22,000,000 shares subject to possible redemption) | 17 | 2 | (7) | 19 | ||||||||||||
| Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,433,333 shares issued and outstanding | 843 | 843 | ||||||||||||||
| Additional paid-in capital | — | 550,000 | (1) | — | ||||||||||||
| 330,000 | (2) | |||||||||||||||
| (9,625 | ) | (3) | ||||||||||||||
| (16,500 | ) | (4) | ||||||||||||||
| (1,621 | ) | (7) | ||||||||||||||
| 97,266 | (7) | |||||||||||||||
| (1,981,622 | ) | (8) | ||||||||||||||
| 1,032,102 | (9) | |||||||||||||||
| Accumulated deficit | (4,180,062 | ) | (1,032,102 | ) | (9) | (5,212,164 | ) | |||||||||
| Total Shareholders’ Deficit | (4,179,202 | ) | (1,032,100 | ) | (5,211,302 | ) | ||||||||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 222,724,198 | 32,752,500 | $ | 255,476,698 | |||||||||||
See Note to Pro forma Unaudited Balance Sheet.
F-1
PRAETORIAN ACQUISITION CORP.
NOTES TO PRO FORMA UNAUDITED BALANCE SHEET
(Unaudited)
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro forma Balance Sheet presents the Balance Sheet of Praetorian Acquisition Corp. (the “Company”) as of January 26, 2026 adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred on March 16, 2026, as described below.
The registration statement for the Company’s Initial Public Offering was declared effective on January 22, 2026. On January 26, 2026, the Company consummated the Initial Public Offering of 22,000,000 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 $220,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each, a “Public Warrant”).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,670,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Praetorian Sponsor LLC (the “Sponsor”), generating gross proceeds of $4,670,000. Each Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
The underwriters were granted a 45-day option following the closing of the Initial Public Offering (the “Over-Allotment Option”) to purchase up to 3,300,000 additional Units (the “Option Units”) to cover over-allotments, if any. On March 16, 2026, the underwriters elected to exercise their Over-Allotment Option in full to purchase an additional 3,300,000 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $33,000,000. Simultaneously with the closing of the sale of the Option Units, the Sponsor purchased an additional 330,000 Private Placement Warrants, generating additional gross proceeds of $330,000. In addition, the Company issued an additional 24,750 Class A ordinary shares (the “Representative Shares”) to the underwriters as part of representative compensation.
As of March 16, 2026, a total of $253,000,000 of the net proceeds from the Initial Public Offering (including the Option Units) and the sale of the Private Placement Warrants were placed in the Trust Account.
F-2
Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option and sale of the additional Private Placement Warrants are as follows:
| Pro forma entry | ||||||||
| 1 | Cash held in Trust Account | 33,000,000 | ||||||
| Class A ordinary shares subject to possible redemption | 32,450,000 | |||||||
| Additional paid-in capital | 550,000 | |||||||
| To record the sale of additional 3,300,000 Option Units at $10.00 per Unit. | ||||||||
| 2 | Cash held in Trust Account | 330,000 | ||||||
| Additional paid-in capital | 330,000 | |||||||
| To record the sale of additional 330,000 Private Placement Warrants at $1.00 per Warrant. | ||||||||
| 3 | Class A ordinary shares subject to possible redemption | 567,875 | ||||||
| Additional paid-in capital | 9,625 | |||||||
| Cash held in Trust Account | 577,500 | |||||||
| To record additional cash underwriting fees in relation to the exercise of Option Units. | ||||||||
| 4 | Class A ordinary shares subject to possible redemption | 973,500 | ||||||
| Additional paid-in capital | 16,500 | |||||||
| Deferred underwriting fee | 990,000 | |||||||
| To record additional deferred underwriting fee in relation to the exercise of the Option Units. | ||||||||
| 5 | Cash held in Trust Account | 247,500 | ||||||
| Cash | 247,500 | |||||||
| To record additional funding into the Trust Account in relation to the exercise of Option Units. | ||||||||
| 6 | Over-allotment option liability | 205,400 | ||||||
| Class A ordinary shares subject to possible redemption | 205,400 | |||||||
| To close the over-allotment option liability due to the exercise of the Over-Allotment Option | ||||||||
| 7 | Class A ordinary shares subject to possible redemption | 95,647 | ||||||
| Additional paid-in capital | 1,621 | |||||||
| Class A ordinary shares | 2 | |||||||
| Additional paid-in capital | 97,266 | |||||||
| To record issuance of 24,750 Representative Shares at fair value | ||||||||
| 8 | Additional paid-in capital | 1,981,622 | ||||||
| Class A ordinary shares subject to possible redemption | 1,981,622 | |||||||
| Record accretion of Class A ordinary shares subject to possible redemption to an amount of $10.00 per share | ||||||||
| 9 | Accumulated deficit | 1,032,102 | ||||||
| Additional paid-in capital | 1,032,102 | |||||||
| Reclassification of negative Additional Paid in Capital to Accumulated Deficit |
F-3