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  4. [8-K] Pine Tree Acquisition Corp. Reports Material Event

Pine Tree Acquisition prices $100M initial offering

Each unit pairs a Class A ordinary share with a right to receive three-fourths of a share upon a business combination, subject to adjustment.

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Form Type
8-K

Rhea-AI Filing Summary

Pine Tree Acquisition Corp. priced its initial public offering of 10,000,000 units at $10.00 per unit, a stated offering size of $100,000,000. Each unit consists of one Class A ordinary share and one right to receive three-fourths (3/4) of one Class A ordinary share upon consummation of an initial business combination, subject to adjustment.

Trading of the units is expected to begin October 6, 2026, on the Nasdaq Global Market under PAXGU. Once the unit securities begin separate trading, the shares and rights are expected to be listed under PAXG and PAXGR, respectively. The offering is expected to close October 7, 2026, subject to customary closing conditions. The underwriters have a 45-day option to purchase up to 1,500,000 additional units at the initial public offering price to cover over-allotments, if any. Maxim Group LLC is acting as lead book-running manager. Pine Tree is a blank check company formed to pursue a business combination.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Initial public offering size $100,000,000 Pine Tree Acquisition Corp.'s initial public offering
Units priced 10,000,000 units Initial public offering
Initial public offering price $10.00 per unit Initial public offering
Over-allotment option Up to 1,500,000 units At the initial public offering price; option period of 45 days
Option period 45 days Underwriters' option to purchase additional units
Right entitlement Three-fourths (3/4) of one Class A ordinary share per right Upon consummation of an initial business combination, subject to adjustment
initial public offering financial
"priced its initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
over-allotments financial
"to cover over-allotments, if any"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
initial business combination financial
"upon the consummation of an initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
blank check company financial
"formed as a blank check company"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PAXGU units did Pine Tree Acquisition Corp. price, and at what price?
Pine Tree priced 10,000,000 units at $10.00 per unit, for a stated offering size of $100,000,000.

What does each PAXGU unit include?
Each unit includes one Class A ordinary share and one right entitling its holder to receive three-fourths (3/4) of one Class A ordinary share upon consummation of an initial business combination, subject to adjustment.

When are PAXGU units expected to begin trading?
Trading is expected to begin October 6, 2026, on the Nasdaq Global Market under PAXGU. Once the securities begin separate trading, the ordinary shares and rights are expected to be listed under PAXG and PAXGR, respectively.

What is the over-allotment option in Pine Tree's IPO?
The underwriters have a 45-day option to purchase up to 1,500,000 additional units at the initial public offering price to cover over-allotments, if any.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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EXHIBIT 99.1

 

 

Pine Tree Acquisition Corp. Announces Pricing of $100,000,000 Initial Public Offering

 

NEW YORK, October 6, 2026 (ACCESS NEWSWIRE)—Pine Tree Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 10,000,000 units at $10.00 per unit. The Company’s units are expected to be listed on the Nasdaq Global Market (“Nasdaq”) and are expected to begin trading on October 6, 2026 under the ticker symbol “PAXGU.” Each unit consists of one Class A ordinary share and one right entitling its holder to receive three-fourths (3/4) of one Class A ordinary share upon the consummation of an initial business combination, subject to adjustment. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “PAXG” and “PAXGR,” respectively.

 

The offering is expected to close on October 7, 2026, subject to customary closing conditions.

 

The Company is a Cayman exempt company, formed as a blank check company for the purpose of entering into a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company is led by its Chairman of the Board and Chief Executive Officer, Wei Qian.

 

Maxim Group LLC is acting as the lead book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

 

A registration statement on Form S-1 relating to these securities (SEC File Number 333-292289) was filed with the Securities and Exchange Commission (the “SEC”) and was declared effective on October 5, 2026. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains statements that constitute “forward-looking statements.” No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated in the offering prospectus. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact:

Wei Qian, CEO

ir@pinetreeacq.com

 

Source: View Original Filing on SEC EDGAR

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