Pine Tree Acquisition sponsor forfeits 385,714 shares

The forfeiture followed the IPO underwriters’ termination of the remaining portion of the over-allotment option.

Rhea-AI Filing Summary

Pine Tree Acquisition Corp. (PAXGU) reports that 10% owner Pine Tree Sponsor Group, LLC returned 385,714 Class B ordinary shares to the issuer on October 26, 2026. The shares were forfeited after the IPO underwriters terminated the remaining portion of the over-allotment option. Pine Tree Sponsor Group, LLC directly held 4,542,857 Class B ordinary shares after the transaction.

Insider Trade Summary

Disposition: 385,714 shares

Disposition 1 txn

Insider Pine Tree Sponsor Group, LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Disposition	Class B Ordinary Shares F1, F2	385,714	$0.00	$0.00

Holdings After Transaction: Class B Ordinary Shares — 4,542,857 contracts (Direct)

Footnotes (2)

1. F1. Represents shares forfeited by the reporting person as a result of the underwriters of the Issuer's initial public offering (the "IPO") terminating the remaining portion of the over-allotment option of 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.

Key Figures

Class B ordinary shares returned to issuer: 385,714 shares Direct Class B ordinary shares held after transaction: 4,542,857 shares Class B-to-Class A conversion basis: 1-for-1

3 metrics

Class B ordinary shares returned to issuer 385,714 shares October 26, 2026

Direct Class B ordinary shares held after transaction 4,542,857 shares October 26, 2026

Class B-to-Class A conversion basis 1-for-1 Subject to adjustments

Key Terms

over-allotment option, initial business combination, one-for-one basis

3 terms

over-allotment option financial

"terminating the remaining portion 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.

initial business combination financial

"following 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.

one-for-one basis financial

"on a one-for-one basis, subject to the adjustments"

FAQ

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

How many PAXGU shares did Pine Tree Sponsor Group, LLC forfeit?

Pine Tree Sponsor Group, LLC forfeited 385,714 Class B ordinary shares on October 26, 2026. The shares were forfeited after the IPO underwriters terminated the remaining portion of the over-allotment option.

How many PAXGU shares did Pine Tree Sponsor Group, LLC hold after the transaction?

Pine Tree Sponsor Group, LLC directly held 4,542,857 Class B ordinary shares after the transaction on October 26, 2026.

Can PAXGU Class B ordinary shares convert into Class A ordinary shares?

Class B ordinary shares are convertible into Class A ordinary shares concurrently with or immediately following the consummation of an initial business combination, or earlier at the holders’ option, on a one-for-one basis, subject to adjustments.

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

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Available on EDGAR 10/26/2026 - 04:07 PM EDT Accepted by SEC EDGAR 10/26/2026 - 04:06 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	$0	10/26/2026		D(1)			385,714	(2)	(2)	Class A Ordinary Shares	385,714	$0	4,542,857	D

Explanation of Responses:

1. Represents shares forfeited by the reporting person as a result of the underwriters of the Issuer's initial public offering (the "IPO") terminating the remaining portion of the over-allotment option of 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.

	/s/ Pine Tree Sponsor Group, LLC by Pine Tree Top, LLC, Manager	10/26/2026
	** 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 4 (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 4: SEC 1474 (03-26)