Praetorian Acquisition Corp. 10-Q Summary
Business Context and Reporting Period
Praetorian Acquisition Corp. (PTOR) is a Cayman Islands exempted company incorporated on September 29, 2025, operating as a blank check company (SPAC). The reporting period covers the three months ended March 31, 2026. The Company consummated its Initial Public Offering (IPO) on January 26, 2026, and fully exercised the underwriters' over-allotment option on March 16, 2026. As of the reporting date, the Company has not commenced operations and has not selected a specific business combination target.
Key Financial Metrics
| Metric | Value |
|---|---|
| Net Income | $1,071,660 |
| Revenue | $0 (No operating revenue) |
| Interest Income (Trust Account) | $1,454,404 |
| General & Administrative Costs | $382,744 |
| Total Assets | $256,747,613 |
| Trust Account Balance | $254,454,404 |
| Cash (Outside Trust) | $2,003,126 |
| Total Liabilities | $7,835,855 |
| Deferred Underwriting Fee | $7,590,000 |
| Working Capital | $1,952,854 |
| Shares Outstanding (Class A) | 25,489,750 (25,300,000 subject to redemption) |
| Shares Outstanding (Class B) | 8,433,333 |
Material Changes vs. Prior Period
- Capitalization: The Company transitioned from a pre-IPO shell with $264,716 in total assets (Dec 31, 2025) to a post-IPO entity with $256.7 million in assets. This change resulted from the IPO of 22,000,000 Units and the subsequent full exercise of the over-allotment option for an additional 3,300,000 Units.
- Trust Account: The Trust Account was established with $220,000,000 in January 2026 and increased to $253,000,000 (plus interest) following the over-allotment exercise in March 2026. The balance as of March 31, 2026, was $254,454,404.
- Profitability: The Company reported a net income of $1,071,660 for the quarter, driven entirely by interest income on Trust Account securities, offset by organizational and administrative expenses. There was no operating income.
- Liabilities: Total liabilities increased to $7.8 million, primarily due to the recording of a $7,590,000 deferred underwriting fee payable upon the consummation of a business combination.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 24 months from the IPO closing (January 26, 2026) to complete an initial business combination, extendable to 27 months if a letter of intent is executed within the first 24 months.
- Liquidity: Management believes current cash outside the Trust Account ($2.0 million) is sufficient to fund operations for at least one year. The Company may seek additional funding via working capital loans from the Sponsor or affiliates, up to $1.5 million of which may be convertible into warrants.
- Redemption Rights: Public shareholders may redeem their shares for a pro-rata share of the Trust Account (approx. $10.06 per share as of March 31, 2026) upon the completion of a business combination or if the Company fails to complete one within the specified timeframe.
- Risks: Key risks include the inability to complete a business combination, potential dilution from warrant exercises, and the risk that the Sponsor may not have sufficient assets to satisfy indemnification obligations if third-party claims reduce Trust Account funds below $10.00 per share.
- Warrants: There are 12,003,333 warrants outstanding (7,333,333 Public and 4,670,000 Private Placement) exercisable at $11.50 per share. Warrants become exercisable 30 days after a business combination.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which determines the redemption price per share.
- Deferred Underwriting Fees: Confirm the $7,590,000 deferred fee obligation and its impact on net proceeds available for a target acquisition.
- Over-Allotment Exercise: Note that the full over-allotment was exercised, increasing the total public shares to 25,300,000 and the Trust Account principal to $253,000,000.
- Related Party Transactions: Review the $25,000/month administrative fee agreement with the Sponsor and the potential for working capital loans.
- Redemption Threshold: Understand that the Company must have a target with a fair market value of at least 80% of the Trust Account balance (excluding taxes) to proceed with a merger.