Praetorian Acquisition Corp. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated March 16, 2026, details the full exercise of the over-allotment option following Praetorian Acquisition Corp.'s initial public offering (IPO). The Company is a Cayman Islands-based special purpose acquisition company (SPAC) and an emerging growth company.
Key Financial Metrics
- Total Units Sold: 25,300,000 Units (22,000,000 initial + 3,300,000 over-allotment).
- Offering Price: $10.00 per Unit.
- Total Gross Proceeds (Units): $253,000,000.
- Private Placement Warrants: 5,000,000 total warrants sold to Praetorian Sponsor LLC at $1.00 per warrant.
- Total Gross Proceeds (Private Placements): $5,000,000.
- Trust Account Deposit: $253,000,000 deposited for the benefit of public stockholders.
- Representative Shares: 189,750 total shares issued to underwriters (165,000 initial + 24,750 over-allotment).
Material Changes
On March 12, 2026, underwriters exercised the over-allotment option in full. The closing of these additional 3,300,000 Units occurred on March 16, 2026, increasing the total capital raised from the IPO from $220,000,000 to $253,000,000. Simultaneously, an additional 330,000 Private Placement Warrants were sold, bringing the total private warrant proceeds to $5,000,000.
Outlook, Risks, and Contingencies
The Company has 24 months from the IPO closing to complete an initial business combination, extendable to 27 months if a letter of intent is executed within the first 24 months. If the combination is not completed within this timeframe, the Company must redeem 100% of public shares. Underwriters have waived redemption rights and liquidating distribution rights regarding their Representative Shares. The filing includes an unaudited pro forma balance sheet as of March 16, 2026.
Investor Verification Checklist
- Verify the $253,000,000 deposit into the trust account via the unaudited pro forma balance sheet (Exhibit 99.1).
- Confirm the 24-month deadline for the initial business combination and the conditions for the 27-month extension.
- Review the terms of the 5,000,000 Private Placement Warrants and their exercise price of $11.50 per share.
- Check the lock-up restrictions on the 189,750 Representative Shares held by underwriters.