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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): July 6, 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.
On July 6, 2026, Patriot Acquisition Corp. (the “Company”)
issued a press release announcing that, effective July 6, 2026, the holders of the Company’s units (the “Units”) may
elect to separately trade the Class A ordinary shares and warrants included in 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. No fractional warrants
will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade on The
Nasdaq Stock Market (“Nasdaq”) under the symbol “PTACU”. Any underlying Class A Ordinary Shares and Warrants that
are separated will trade on Nasdaq under the symbols “PTAC” and “PTACW,” respectively. Holders of Units will need
to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate
the holders’ Units into Class A Ordinary Shares and Warrants.
A copy of the press release issued by the Company announcing the separate
trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits.
(d) Exhibits.
| 99.1 |
|
Press Release. |
| 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: July 6, 2026 |
|
|
| |
|
|
| |
By: |
/s/ Thomas Cestare |
| |
Name: |
Thomas Cestare |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Patriot Acquisition Corp. Announces the Separate Trading of its
Class A Ordinary Shares and Warrants Commencing July 6, 2026
Radnor, PA, July 6, 2026 (GLOBE NEWSWIRE) -- -- Patriot
Acquisition Corp, (Nasdaq: PTACU) (the “Company”), announced today that, commencing July 6, 2026, holders of the units
sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants
included in the units.
No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq Stock Market under
the symbols “PTAC” and “PTACW,” respectively. Those units not separated will continue to trade on The Nasdaq
Stock Market under the symbol “PTACU.” Holders of units will need to have their brokers contact Continental Stock
Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and
warrants.
A registration statement relating to the securities was declared 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 offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
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.
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