Pine Tree Acquisition sponsor holds 4.93M Class B shares

Up to 642,857 of the reported Class B shares are subject to surrender after the IPO closing, depending on the underwriter’s over-allotment option.

Rhea-AI Filing Summary

Pine Tree Acquisition Corp. (PAXGU) reports direct holdings by its ten-percent owner, Pine Tree Sponsor Group, LLC: 135,000 Class A ordinary shares, 4,928,571 Class B ordinary shares and 101,250 rights, reported on October 5, 2026.

The footnotes state that the Class A shares and rights are contained in units the sponsor irrevocably agreed to purchase at the IPO closing. The Class B holdings include up to 642,857 shares to be surrendered to the issuer for no consideration after the IPO closing, depending on the underwriter’s over-allotment option. Class B shares are convertible one-for-one into Class A shares, subject to adjustments; each right converts automatically into three-fourths of one Class A share at the closing of a business combination. Both instruments have no expiration date.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Pine Tree Sponsor Group, LLC

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares F2, F3	--	--	--
holding	Rights F4, F5	--	--	--
holding	Class A Ordinary Shares F1	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 4,928,571 contracts (Direct); Rights — 101,250 contracts (Direct); Class A Ordinary Shares — 135,000 shares (Direct)

Footnotes (5)

1. F1. Represents shares contained within units that the reporting person has irrevocably agreed to purchase at the closing of the Issuer's initial public offering (the "IPO").
2. F2. The Class B ordinary shares of the Issuer are convertible into the Issuer's Class A ordinary shares concurrently with or immediately following the consummation of an initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.
3. F3. Includes up to 642,857 shares which will be surrendered to the Issuer for no consideration after the closing of the Issuer's initial public offering depending on the extent to which the underwriter's over-allotment option is exercised.
4. F4. Represents rights contained within units that the reporting person has irrevocably agreed to purchase at the closing of the Issuer's IPO.
5. F5. Each right will convert automatically into three-fourths of one Class A Ordinary Share at the closing of an initial business combination by the Issuer. The rights have no expiration date.

Key Figures

Class A ordinary shares held: 135,000 shares Class B ordinary shares held: 4,928,571 shares Rights held: 101,250 rights +3 more

6 metrics

Class A ordinary shares held 135,000 shares Reported October 5, 2026

Class B ordinary shares held 4,928,571 shares Reported October 5, 2026; includes up to 642,857 shares subject to surrender after the IPO closing

Rights held 101,250 rights Reported October 5, 2026

Shares subject to possible surrender Up to 642,857 shares To be surrendered to the issuer for no consideration after the IPO closing, depending on the extent to which the underwriter’s over-allotment option is exercised

Class B conversion ratio One Class A ordinary share for each Class B ordinary share Conversion may occur concurrently with or immediately following a business combination, or earlier at the holders’ option, subject to adjustments

Right conversion amount Three-fourths of one Class A ordinary share per right Rights convert automatically at the closing of a business combination

Key Terms

over-allotment option, initial business combination, Class B ordinary shares, Rights

4 terms

over-allotment option financial

"depending on the extent to which the underwriter’s over-allotment option is exercised"

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.

initial business combination financial

"at the closing 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.

Class B ordinary shares technical

"The Class B ordinary shares of the Issuer are convertible"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Rights financial

"Each right will convert automatically into three-fourths of one Class A Ordinary Share"

Rights are special privileges that give existing shareholders the opportunity to buy additional shares of a company's stock before they are offered to the public. They help investors maintain their ownership percentage and can be seen as a way to protect their investment stake. Think of rights like a VIP pass allowing current investors to purchase new shares first, ensuring they can preserve their influence in the company.

FAQ

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

How many securities did PAXGU’s ten-percent owner report?

Pine Tree Sponsor Group, LLC reported direct holdings of 135,000 Class A ordinary shares, 4,928,571 Class B ordinary shares and 101,250 rights on October 5, 2026. The footnotes state that the Class A shares and rights are contained in units the sponsor irrevocably agreed to purchase at the IPO closing.

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

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Available on EDGAR 10/08/2026 - 08:14 PM EDT Accepted by SEC EDGAR 10/05/2026 - 06:43 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Pine Tree Sponsor Group, LLC

(Last) (First) (Middle)

C/O PINE TREE ACQUISITION CORP.

418 BROADWAY, #6538

(Street)

ALBANY NEW YORK 12207

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2026

3. Issuer Name and Ticker or Trading Symbol
Pine Tree Acquisition Corp. [ PAXG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares(1)	135,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(2)	(2)	Class A Ordinary Shares	4,928,571(3)	$0	D
Rights(4)	(5)	(5)	Class A Ordinary Shares	101,250	$0	D

Explanation of Responses:

1. Represents shares contained within units that the reporting person has irrevocably agreed to purchase at the closing of the Issuer's initial public offering (the "IPO").

2. The Class B ordinary shares of the Issuer are convertible into the Issuer's Class A ordinary shares concurrently with or immediately following the consummation of an initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

3. Includes up to 642,857 shares which will be surrendered to the Issuer for no consideration after the closing of the Issuer's initial public offering depending on the extent to which the underwriter's over-allotment option is exercised.

4. Represents rights contained within units that the reporting person has irrevocably agreed to purchase at the closing of the Issuer's IPO.

5. Each right will convert automatically into three-fourths of one Class A Ordinary Share at the closing of an initial business combination by the Issuer. The rights have no expiration date.

	/s/ Pine Tree Sponsor Group, LLC by Pine Tree Top, LLC, Manager	10/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)