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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 14,
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 1.01 Entry
into a Material Definitive Agreement
On
May 18, 2026, Patriot Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”)
of 16,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
the Company of $160,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class
A Ordinary Shares”), 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 underwriters were 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.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1 (File No. 333-294090) for the IPO, initially filed with the U.S. Securities and Exchange Commission
(the “Commission”) on March 6, 2026 (the “Registration Statement”):
| ● | An
Underwriting Agreement, dated May 14, 2026, by and between the Company and Keefe, Bruyette
& Woods, Inc. (“KBW”), as representative of the several underwriters,
a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A
Warrant Agreement, dated May 14, 2026, by and between the Company and Continental Stock Transfer
& Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto
and incorporated herein by reference. |
| ● | An
Investment Management Trust Agreement, dated May 14, 2026, by and between the Company and
Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as
Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A
Registration Rights Agreement, dated May 14, 2026, by and among the Company and certain
security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein
by reference. |
| ● | A
Private Placement Warrants Purchase Agreement, dated May 14, 2026 (the “Sponsor
Private Placement Warrants Purchase Agreement”), by and between the Company and
Patriot Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A
Private Placement Warrants Purchase Agreement, dated May 14, 2026 (the “KBW Private
Placement Warrants Purchase Agreement”), by and between the Company and KBW, a
copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A
Letter Agreement, dated May 14, 2026, by and among the Company, its officers, its directors
and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein
by reference. |
| ● | An
Administrative Services Agreement, dated May 14, 2026, by and between the Company and the
Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | Indemnity
Agreements, dated May 14, 2026, by and among the Company and each director and executive
officer of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated
herein by reference. |
| ● | A
Securities Transfer Agreement, dated May 14, 2026, between the Company, the Sponsor, and
the directors of the Company, a form of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. |
A
description of the material terms of each of these agreements is included in the Registration Statement and incorporated herein by this
reference.
Item 3.02.
Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the KBW Private Placement Warrants
Purchase Agreement, the Company completed the private sale of an aggregate of 5,200,000 Warrants (the “Private Placement Warrants”)
(or 5,320,000 Private Placement Warrants if KBW’s over-allotment option is exercised in full) to the Sponsor and KBW, the representative
of the underwriters, at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants (and underlying securities) are
identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration Statement. 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.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
May 12, 2026, in connection with the IPO, James Barresi, Robert Jones, Michael Taff and Joseph V. Topper, Jr. (collectively with Thomas
Cestare and Jack Kopnisky, the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Messrs. Barresi, Jones, Taff and Topper are independent directors (the “Independent Directors”). Effective May 12,
2026, each of Robert Jones, Michael Taff and Joseph V. Topper, Jr. was appointed to the Board’s Audit Committee, with Mr. Taff
serving as chair of the Audit Committee. Each of Robert Jones, Michael Taff and Joseph V. Topper, Jr. was appointed to the Board’s
Compensation Committee, with Mr. Jones serving as chair of the Compensation Committee.
The
Board is comprised of three classes. The term of office of the first class of Directors, which consists of Messrs. Jones and Barresi,
will expire at the Company’s first annual general meeting of shareholders. The term of office of the second class of Directors,
which consists of Messrs. Taff and Cestare, will expire at the Company’s second annual general meeting of shareholders. The term
of office of the third class of Directors, which consists of Messrs. Kopnisky and Topper, will expire at the Company’s third annual
general meeting of shareholders.
On
May 14, 2026, the Company entered into Indemnity Agreements, a Letter Agreement and a Registration Rights Agreement with each of the
Directors of the Company. The Indemnity Agreements require the Company to indemnify each of the Directors to the fullest extent permitted
by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
The Letter Agreement locks up the Directors and officers from selling their securities in the Company, requires the Directors and officers
to vote in favor of a proposed business combination and outlines the procedures if the Company fails to complete a business combination
in the required timeframe. The Registration Rights Agreement outlines the registration rights with regard to the equity securities of
the Company, including demand registration and piggyback registration rights. The foregoing summaries of the Indemnity Agreements, Letter
Agreement and Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the
full text of the form of Indemnity agreement, Letter Agreement, and Registration Rights Agreement which are filed as Exhibit 10.7, Exhibit
10.5 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Substantially
concurrently with the effectiveness of the Registration Statement and closing of the IPO, the Sponsor intends to transfer to each of
the Independent Directors 25,000 Class B ordinary shares and to each of Messrs. Kopnisky and Cestare 200,000 and 100,000 Class B ordinary
shares, respectively, at the same price as originally paid by the Sponsor for such shares, approximately $0.00434 per share, pursuant
to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated May 14, 2026 by and among the
Company, the Directors and the Sponsor.
There
has been no transaction, nor is there any currently proposed transaction, that requires disclosure under Item 404(a) of Regulation S-K
in connection with the appointment of Mr. Barresi to the Board except as follows. Squire Patton Boggs (US) LLP serves as outside counsel
for various Company matters. The Company expects to pay approximately $350,000 in 2026 for legal services rendered
to the Company.
Other
than as set forth in Item 1.01, the Registration Statement and above, none of the directors mentioned above are party to any arrangement
or understanding with any person pursuant to which they were appointed as directors.
Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.
On
May 14, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended
and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on
May 14, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement
and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit
3.1 hereto and incorporated herein by reference.
Item 8.01.
Other Events.
A
total of $160,800,000 of the proceeds from the IPO and the sale of the Private Placement Warrants (which amount includes $6,400,000 of
the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company
to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust
account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s
public shares if it is unable to complete its initial business combination within 18 months from the closing of the IPO (or by such earlier
liquidation date as the Company’s Board may approve), subject to applicable law, and (iii) the redemption of the Company’s
public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and
Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it
has not consummated an initial business combination within 18 months from the closing of the IPO or with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity.
On
May 15, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item
9.01 Exhibits.
(d)
Exhibits.
| 1.1 |
|
Underwriting Agreement, dated May 14, 2026, by and between the Company and Keefe, Bruyette & Woods, Inc., as representative of the several underwriters. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
|
Warrant Agreement, dated May 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Investment Management Trust Agreement, May 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.2 |
|
Registration Rights Agreement, dated May 14, 2026, by and among the Company and certain security holders. |
| 10.3 |
|
Sponsor Private Placement Warrants Purchase Agreement, dated May 14, 2026, by and between the Company and the Sponsor. |
| 10.4 |
|
KBW Private Placement Warrants Purchase Agreement, dated May 14, 2026, by and between the Company and KBW. |
| 10.5 |
|
Letter Agreement, dated May 14, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| 10.6 |
|
Administrative Services Agreement, dated May 14, 2026, by and between the Company and the Sponsor. |
| 10.7 |
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-294090), filed by the Company on March 6, 2026). |
| 10.8 |
|
Securities Transfer Agreement, dated May 14, 2026, between the Company, the Sponsor, and the directors of the Company. |
| 99.1 |
|
Pricing Press Release, dated May 15, 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 18, 2026 |
|
|
| |
|
|
| |
By: |
/s/ Jack Kopnisky |
| |
Name: |
Jack Kopnisky |
| |
Title: |
Chief Executive Officer |
4
Exhibit 99.1
Patriot Acquisition Corp. Announces the Pricing of $160,000,000 Initial
Public Offering
Radnor, PA, May 15, 2026 (GLOBE NEWSWIRE) -- Patriot
Acquisition Corp. (the “Company”) announced today the pricing of its initial public offering of 16,000,000 units. The units
are expected to be listed on The Nasdaq Global Stock Market LLC (“Nasdaq”) and begin trading tomorrow, May 15, 2026, under
the ticker symbol “PTAC.” Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, each whole
warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. An amount equal to $10.05 per unit
will be deposited into a trust account upon the closing of the offering. 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 offering is expected to close on May 18, 2026, subject to customary closing conditions. The Company has granted the
underwriters a 45-day option to purchase up to an additional 2,400,000 units at the initial public offering price to cover over-allotments,
if any.
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,
is acting as sole book-running manager for the offering.
The offering is being made only by means of a
prospectus. When available, copies of the prospectus may be obtained from Keefe, Bruyette & Woods, A Stifel Company, Attention:
Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019, or by email at USCapitalMarkets@kbw.com,
or by accessing the SEC’s website. www.sec.gov.
A registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective 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 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,” including with respect to the proposed initial public offering and search for an initial business
combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all.
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 initial public offering filed with the SEC. Copies of
these documents 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.
Investor Contacts
Patriot Acquisition Corp.
Tom Cestare
tcestare@patriotfp.com
(215) 399-4650
