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Pine Tree Acquisition raises $6M in extra unit sale

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

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

Pine Tree Acquisition Corp. completed the sale of 600,000 additional units at $10.00 per unit through a partial exercise of the over-allotment option, generating $6,000,000 in gross proceeds for the company. The underwriters had been granted a 45-day option to purchase up to 1,500,000 additional units at the initial offering price to cover over-allotments, if any.

Each unit consists of one Class A ordinary share and one right to receive three-fourths of one Class A ordinary share upon consummation of an initial business combination, subject to adjustment. The units are listed on the Nasdaq Global Market as PAXGU; when the securities begin separate trading, the shares and rights are expected to list as PAXG and PAXGR, respectively. An aggregate of $106,000,000 from net IPO proceeds, including the partial option exercise, and a simultaneous private placement of units was placed in trust.

Filing Explained

The completed sale adds 600,000 Class A shares through the units, increasing the share count and reducing existing holders’ percentage ownership absent offsets; each unit’s right can add shares only if a business combination is consummated.

Additional units sold 600,000 units Sold through partial exercise of the over-allotment option
Price per unit $10.00 per unit Price for the additional units sold
Gross proceeds $6,000,000 Proceeds to the company from the additional unit sale
Over-allotment option Up to 1,500,000 units Option granted to the underwriters at the initial offering price to cover over-allotments, if any
Over-allotment option period 45 days Period for the option granted to the underwriters
Funds placed in trust $106,000,000 Aggregate from net IPO proceeds, including the partial option exercise, and a simultaneous private placement of units
Shares represented by each right Three-fourths (3/4) of one Class A ordinary share Receivable upon consummation of an initial business combination, subject to adjustment
over-allotment option financial
"partial exercise of the over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
unit financial
"Each unit consists of one Class A ordinary share"
A unit is a single, indivisible investment instrument sold and traded as one package, often made up of two or more pieces such as a share combined with a warrant or a debt piece. Thinking of it like a combo meal at a restaurant helps: you buy one item that includes separate parts, and each part affects what you own, how you can sell it, and the potential future value or dilution for investors.
right financial
"one right entitling its holder to receive three-fourths"
initial business combination financial
"upon the Company’s 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 additional units did Pine Tree Acquisition Corp. (PAXGU) sell, and how much did it raise?

Pine Tree Acquisition Corp. sold 600,000 additional units at $10.00 per unit, producing $6,000,000 in gross proceeds from the partial exercise of its over-allotment option.

What securities are included in each PAXGU unit?

Each unit consists of one Class A ordinary share and one right entitling its holder to receive three-fourths of one Class A ordinary share upon consummation of an initial business combination, subject to adjustment.

What symbols will Pine Tree's shares and rights use when they trade separately?

Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq as PAXG and PAXGR, respectively.

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

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EXHIBIT 99.1

 

Pine Tree Acquisition Corp. Announces Closing of Partial Exercise of Over-Allotment Option from Initial Public Offering

 

NEW YORK, October 15, 2026 (ACCESS NEWSWIRE)—Pine Tree Acquisition Corp. (the “Company”) announced today that it completed the sale of an additional 600,000 units pursuant to the partial exercise of the over-allotment option granted to Maxim Group LLC, as underwriter and sole book-running manager in the Company’s initial public offering, at $10.00 per unit. The sale of the units resulted in gross proceeds to the Company of $6,000,000.

 

The Company’s units are listed on the Nasdaq Global Market (“Nasdaq”) 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 Company’s consummation of an initial business combination, subject to adjustment. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols “PAXG” and “PAXGR,” respectively.

 

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.

 

Of the net proceeds received from the initial public offering (including from the partial exercise of the over-allotment option) and a simultaneous private placement of units, an aggregate of $106,000,000 was placed in trust.

 

Maxim Group LLC acted as the lead book-running manager for the offering. The Company had granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units at the initial offering price to cover over-allotments, if any. The offering was 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 No. 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 net proceeds of the offering will be used as indicated in the 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 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

 

Filing Exhibits & Attachments

6 documents

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