Patriot Acquisition (NASDAQ: PTACU) boosts SPAC trust with $15M over-allotment

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Patriot Acquisition Corp. details the completion of its SPAC IPO and a partial exercise of the underwriters’ over-allotment option. The company sold 16,000,000 units at $10.00 each for gross proceeds of $160,000,000, then issued an additional 1,500,000 units for $15,000,000.

It also sold 5,200,000 Private Placement Warrants for $5,200,000 at the IPO closing and 75,000 additional Private Placement Warrants for $75,000 when the over-allotment units closed. In total, $175,875,000 of net proceeds from the IPO and warrant private placements was deposited into the SPAC trust account, backing 17,500,000 Class A ordinary shares subject to possible redemption at $10.05 per share.

Insights

Routine SPAC IPO mechanics with over-allotment exercise and trust build-up.

Patriot Acquisition Corp. describes standard SPAC financing steps: a 16,000,000-unit IPO at $10.00 plus a 1,500,000-unit over-allotment exercise, alongside private placement warrants to the sponsor and underwriter.

The transactions result in $175,875,000 held in a trust account supporting 17,500,000 Class A shares at a redemption value of $10.05 per share. Pro forma adjustments also capture deferred underwriting fees and reclassification of equity and liabilities, typical for SPACs.

Overall, this filing is largely structural and accounting-focused rather than a new strategic development, so its impact on an existing investment thesis is limited. Future significance will depend on how this SPAC deploys these funds in a business combination.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Key Figures

IPO units sold: 16,000,000 units at $10.00 IPO gross proceeds: $160,000,000 Over-allotment units: 1,500,000 units at $10.00 +5 more

8 metrics

IPO units sold 16,000,000 units at $10.00 Initial public offering on May 18, 2026

IPO gross proceeds $160,000,000 From sale of 16,000,000 units

Over-allotment units 1,500,000 units at $10.00 Partial over-allotment exercise on May 21, 2026

Over-allotment gross proceeds $15,000,000 From 1,500,000 additional units

Private Placement Warrants (initial) 5,200,000 warrants for $5,200,000 Sold to sponsor and KBW at IPO closing

Additional Private Placement Warrants 75,000 warrants for $75,000 Sold to KBW with over-allotment units

Trust account balance $175,875,000 Net proceeds in trust as of May 21, 2026

Redeemable Class A shares 17,500,000 shares at $10.05 Class A ordinary shares subject to redemption

Key Terms

over-allotment option, Private Placement Warrants, Trust Account, Class A ordinary shares subject to possible redemption, +2 more

6 terms

over-allotment option financial

"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"

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.

Private Placement Warrants financial

"the Company completed the private sale of an aggregate of 5,200,000 Warrants (the “Private Placement Warrants”)"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

Trust Account financial

"was placed in the trust account, resulting in a total of $175,875,000 held in the trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Class A ordinary shares subject to possible redemption financial

"Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,500,000 shares at redemption value of $10.05 per share"

deferred underwriting fee financial

"To record additional $0.40 per over-allotment Unit of deferred underwriting fee to underwriters"

accumulated deficit financial

"To record increase in reclassification of negative APIC to Accumulated Deficit"

Accumulated deficit is the running total of a company’s past net losses minus any profits, showing how much the business has eaten into its own funds over time—think of it like a bank account that’s been overdrawn by repeated shortfalls. It matters to investors because a large accumulated deficit reduces the cushion that protects owners and creditors, can limit dividends or borrowing, and signals how much funding the company may need to reach profitability.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/08/2026 - 08:42 AM

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): June 8, 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)

(215) 399-4650

(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.

As previously disclosed, 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.

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.

An unaudited pro forma balance sheet reflecting receipt of the proceeds from the sale of the Over-Allotment Option Units is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Exhibits.

(d) Exhibits.

99.1		Pro Forma Balance Sheet.
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: June 8, 2026

	By:	/s/ Thomas Cestare
	Name:	Thomas Cestare
	Title:	Chief Financial Officer

Exhibit 99.1

PATRIOT ACQUISITION CORP.

PRO FORMA UNAUDITED BALANCE SHEET

	May 18, 2026			Pro Forma Adjustments (Unaudited)				As Adjusted (Unaudited)
Assets:
Current asset
Cash	$	1,689,070						$	1,689,070
Prepaid expenses		46,569							46,569
Total current asset		1,735,639							1,735,639
Cash held in Trust Account		160,800,000			15,000,000		(1)		175,875,000
					75,000		(2)
Total Assets	$	162,535,639			15,075,000			$	177,610,639

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit:
Current liabilities
Accrued expenses	$	27,500						$	27,500
Accrued offering costs		586,014							586,014
Over-allotment option liability		147,300			(92,100	)	(4)		55,200
Total current liabilities		760,814			(92,100	)			668,714
Deferred underwriting fee		6,400,000			825,000		(3)		7,225,000
Total Liabilities		7,160,814			732,900				7,893,714

Commitments and Contingencies (Note 6)

Class A Ordinary Shares subject to Possible Redemption
Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,500,000 shares at redemption value of $10.05 per share		160,800,000			14,842,500		(1)		175,875,000
					(819,951	)	(3)
					92,100		(4)
					960,351		(5)
					15,075,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—							—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 17,500,000 shares subject to possible redemption)		—							—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,600,000 shares issued and outstanding ^(1)(2)(3)		460							460
Additional paid-in capital		—			157,500		(1)		—
					75,000		(2)
					(5,049	)	(3)
					(960,351	)	(5)
					732,900		(6)

Accumulated deficit		(5,425,635	)		(732,900	)	(6)		(6,158,535	)
Total Shareholders’ Deficit		(5,425,175	)		(732,900	)			(6,158,075	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	162,535,639			14,842,500			$	177,610,639

(1)	Includes 600,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
(2)	On May 14, 2026, the Sponsor surrendered to the Company for no consideration 1,150,000 Class B ordinary shares, resulting in the Sponsor holding 4,600,000 Class B ordinary shares. All share and per share data has been retrospectively presented.
(3)	As a result of the partial exercise by the underwriters of the over-allotment option on May 21, 2026, 375,000 founder shares are no longer subject to forfeiture.

See Note to Pro forma Unaudited Balance Sheet.

F-1

PATRIOT ACQUISITION CORP.

NOTES TO PRO FORMA UNAUDITED BALANCE SHEET

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro forma Balance Sheet presents the Balance Sheet of Patriot Acquisition Corp. (the “Company”) as of May 18, 2026 adjusted for the closing of the partial exercise of the underwriters’ overallotment option and related transactions, which occurred on May 21, 2026, as described below.

The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2026. On May 18, 2026, the Company consummated the Initial Public Offering of 16,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $160,000,000. Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,200,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Patriot Acquisition Sponsor LLC, (“Sponsor”), and Keefe, Bruyette & Woods, Inc. (“KBW”), the representative of the underwriters, generating gross proceeds of $5,200,000. Of those 5,200,000 Private Placement Warrants, the Sponsor purchased 4,140,000 Private Placement Warrants and KBW purchased 1,060,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On May 21, 2026, the Company consummated the closing of an additional 1,500,000 Units sold pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the consummation of the partial exercise of over-allotment option on May 21, 2026, the Company completed the private placement of an additional 75,000 Private Placement Warrants to KBW at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $75,000. Following the sale of the additional Units, all of the net proceeds from the sale of additional Units and additional Private Placement Warrants totaling to $15,075,000 have been added in the Trust Account. As a result, 375,000 founder shares are no longer subject to forfeiture. The underwriters have 45 days from the date of the Initial Public Offering to purchase the remaining 900,000 Units.

As of May 21, 2026, a total of $175,875,000 of the net proceeds from the Initial Public Offering (including the additional Units sold as the result of the partial exercise by the underwriters of their over-allotment option) and the sale of the Private Placement Warrants were placed in the Trust Account.

Pro forma adjustments to reflect the partial exercise of the underwriters’ over-allotment option and sale of the additional Private Placement Warrants are as follows:

	Pro forma entries
1	Cash held in Trust Account	15,000,000
	Class A ordinary shares subject to possible redemption		14,842,500
	Additional paid-in capital		157,500
	To record sale of 1,500,000 over-allotment Units at $10.00 per Unit.

2	Cash held in Trust Account	75,000
	Additional paid-in capital		75,000
	To record sale of 75,000 additional Private Placement Warrants to KBW at $1.00 per Private Placement Warrant

3	Class A ordinary shares subject to possible redemption	819,951
	Additional paid-in capital	5,049
	Cash held in Trust Account		825,000
	To record additional $0.40 per over-allotment Unit of deferred underwriting fee to underwriters

4	Over-allotment option liability	92,100
	Class A ordinary shares subject to possible redemption		92,100
	To release the value of 1,500,000 over-allotment option liability due to the partial exercise of the underwriters of their over-allotment option

5	Additional paid-in capital	960,351
	Class A ordinary shares subject to possible redemption		960,351
	To record accretion of Class A ordinary shares subject to redemption to an amount of $10.05 per share

6	Accumulated deficit	732,900
	Additional paid-in capital		732,900
	To record increase in reclassification of negative APIC to Accumulated Deficit

F-2

Source: View Original Filing on SEC EDGAR

FAQ

How much did Patriot Acquisition Corp. (PTACU) raise in its SPAC IPO?

Patriot Acquisition Corp. raised gross proceeds of $160,000,000 from its initial public offering of 16,000,000 units at $10.00 per unit. Each unit includes one Class A ordinary share and one-half of a redeemable warrant exercisable at $11.50 per share.

What was the size of the over-allotment option exercised by PTACU’s underwriters?

The underwriters partially exercised their over-allotment option for 1,500,000 additional units, generating gross proceeds of $15,000,000. These units were issued at the same $10.00 per-unit price as the IPO, increasing the overall capital raised through unit sales.

How many Private Placement Warrants did Patriot Acquisition Corp. sell?

Patriot Acquisition Corp. sold 5,200,000 Private Placement Warrants at the IPO closing for $5,200,000, then an additional 75,000 Private Placement Warrants for $75,000 upon over-allotment closing. In total, 5,275,000 Private Placement Warrants were issued to the sponsor and underwriter.

How much cash was placed in Patriot Acquisition Corp.’s trust account?

As of May 21, 2026, the company had $175,875,000 in its trust account. This amount reflects net proceeds from the IPO units, the over-allotment units, and all related Private Placement Warrants, which together back the SPAC’s public shares.

What is the redemption value of Patriot Acquisition Corp.’s Class A shares?

The filing states that 17,500,000 Class A ordinary shares are subject to possible redemption at a value of $10.05 per share. This redemption value ties to the cash held in the trust account supporting the public shares of the SPAC.

Who bought the Private Placement Warrants from Patriot Acquisition Corp. (PTACU)?

Private Placement Warrants were purchased by Patriot Acquisition Sponsor LLC and Keefe, Bruyette & Woods, Inc. At IPO closing they bought 5,200,000 warrants, and KBW later purchased an additional 75,000 warrants when the over-allotment units closed.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRO FORMA BALANCE SHEET 56.7 KB

Patriot Acquisition (NASDAQ: PTACU) boosts SPAC trust with $15M over-allotment

Rhea-AI Filing Summary

Positive

Negative