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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 21,
2026
| Patriot Acquisition Corp. |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-43292 |
|
98-1903814 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| Four Radnor Corporate Center, 100 Matsonford Road, Suite 210, Radnor, PA |
|
19087 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (304) 363-4800 |
| (Registrant’s telephone number, including area code) |
| |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
PTACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
PTAC |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
PTACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
As previously disclosed, on May 18, 2026, Patriot Acquisition Corp.
(the “Company”) consummated its initial public offering (“IPO”), which consisted of 16,000,000 units
(the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”)
and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder
thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $160,000,000. Keefe, Bruyette and Woods, Inc. (“KBW”), the underwriter, was granted a 45-day option
to purchase up to an additional 2,400,000 Units offered by the Company to cover over-allotments, if any (the “Over-Allotment
Option”).
As previously disclosed, simultaneously with the closing of the IPO,
pursuant to the private placement warrants purchase agreements with Patriot Acquisition Sponsor LLC (the “Sponsor”)
and KBW, the Company completed the private sale of an aggregate of 5,200,000 Warrants (the “Private Placement Warrants”)
to the Sponsor and KBW at a price of $1.00 per Private Placement Warrant (the “Private Placement”). The Private Placement
Warrants (and underlying securities) are identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration
Statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission on March 6, 2026 (File No. 333-294090). No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Subsequently, on May 20, 2026, KBW partially exercised the Over-Allotment
Option for 1,500,000 Units. The closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”)
occurred on May 21, 2026. The total aggregate issuance by the Company of 1,500,000 Over-Allotment Option Units at a price of $10.00 per
unit generated total gross proceeds of $15,000,000. On May 21, 2026, simultaneously with the sale of the Over-Allotment Option Units,
the Company consummated the private sale of an additional 75,000 Private Placement Warrants to KBW, generating gross proceeds of $75,000.
The Private Placement Warrants were issued pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
On May 21, 2026, an additional $15,075,000 consisting of the net proceeds
from the sale of the Over-Allotment Option Units and the additional Private Placement Warrants was placed in the trust account, resulting
in a total of $175,875,000 held in the trust account.
On May 21, 2026, the Company issued the press release attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K, announcing the exercise of the Over-Allotment Option.
Item 9.01 Exhibits.
(d) Exhibits.
| 99.1 |
|
Press Release, dated May 21, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| |
PATRIOT ACQUISITION CORP. |
| |
|
|
| Date: May 21, 2026 |
|
|
| |
|
|
| |
By: |
/s/ Thomas Cestare |
| |
Name: |
Thomas Cestare |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Patriot Acquisition Corp. Announces Closing of Partial Exercise
of Over-Allotment Option in Connection with its Initial Public Offering
Radnor, PA, May 21, 2026 /EINPresswire.com/ -- Patriot
Acquisition Corp. (the “Company”) announced today
that it closed the sale of an additional 1,500,000 units of the Company,
pursuant to the partial exercise of the underwriter’s over-allotment option granted in connection with the Company’s initial
public offering (together with the over-allotment closing, the “Offering”), at the price of $10.00 per unit, resulting in
additional gross proceeds of approximately $15,000,000.
After giving effect to this partial exercise of the over-allotment
option, the total number of units sold in the Offering increased to 17,500,000 units, resulting in total gross proceeds of $175,000,000,
before deducting underwriting discounts and estimated offering expenses.
The Company’s units began trading on May 15, 2026 on the Nasdaq
Global Stock Market LLC (“Nasdaq”) under the ticker symbol “PTACU.” Each unit consists of one Class A ordinary
share of the Company and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class
A ordinary share of the Company at an exercise price of $11.50 per share. No fractional warrants will be issued upon separation of the
units and only whole warrants will trade. Once the securities constituting the units begin separate trading, the Class A ordinary shares
and warrants are expected to be listed on Nasdaq under the symbols “PTAC” and “PTACW,” respectively.
The Company is a blank check company formed for
the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses. The Company currently intends to concentrate its efforts in identifying businesses in the financial industry
group (FIG Sector), with a focus on fee-based fintech, specialty finance and digital banking companies. However, it may pursue an acquisition
opportunity in any business or industry or at any stage of its corporate evolution.
The Company’s management team is led by Jack Kopnisky, Chief
Executive Officer and Chairman, and Thomas Cestare, its Chief Financial Officer and Vice Chairman. The Board also includes James Barresi,
Robert Jones, Michael Taff, and Joseph V. Topper, Jr.
Keefe, Bruyette & Woods, A Stifel Company, acted as sole
book-running manager for the offering.
A registration statement relating to the securities was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2026. 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 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,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds thereof.
No assurance can be given that the net proceeds of the offering will be used as indicated. 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 Company’s 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.
Company Contact:
Patriot Acquisition Corp.
Thomas Cestare
tcestare@patriotfp.com
(215) 399-4650