Praetorian Acquisition Corp. (PTORU) boosts SPAC trust to $253M after over-allotment

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8-K

Rhea-AI Filing Summary

Praetorian Acquisition Corp. reports that its underwriters fully exercised their over-allotment option, leading to the sale of 3,300,000 additional units at $10.00 per unit for gross proceeds of $33,000,000. Each unit includes one Class A ordinary share and one-third of a redeemable warrant exercisable at $11.50 per share.

At the same time, the company sold 330,000 additional private placement warrants to its sponsor for $330,000 and issued 24,750 additional Class A representative shares to the underwriters with transfer and redemption restrictions. Including the over-allotment, Praetorian has sold 25,300,000 units in total, and $253,000,000 of net proceeds from the units and private placements have been placed in its trust account for the benefit of public shareholders.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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.

Understanding 8-K Material Events →

03/19/2026 - 04:30 PM

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): March 16, 2026

Praetorian Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43072		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2 S Biscayne Blvd

PMB 1004 Suite #3200

Miami, FL 33131

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (754) 217-7160

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-third of one redeemable warrant	PTORU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	PTOR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	PTORW	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference.

Item 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated January 27, 2026 (the “Current Report”), Praetorian Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 22,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 (the “Class A Ordinary Shares”), and one-third of one redeemable 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 $220,000,000. The Company granted Clear Street LLC, as representative of the several underwriters (collectively, the “Underwriters”) a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any.

As previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (the “IPO Private Placement”) with Praetorian Sponsor LLC of 4,670,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $4,670,000. The Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

As previously disclosed in the Current Report, the Company also issued in a private placement to the Underwriters 165,000 Class A Ordinary Shares upon the consummation of the IPO (the “Representative Shares”). The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that these securities cannot be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the date of the IPO except as permitted under FINRA Rule 5110(e)(2). The Underwriters agreed not to transfer, assign or sell any Representative Shares until the completion of the Company’s initial business combination. In addition, the Underwriters have agreed (i) to waive their redemption rights with respect to the Representative Shares in connection with the completion of the initial business combination, (ii) to waive their redemption rights with respect to the Representative Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO (or 27 months if the Company executed a letter of intent for an initial business combination within 24 months from the closing of the IPO) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (iii) to waive their rights to liquidating distributions from the Company’s trust account with respect to the Representative Shares if the Company fails to complete the initial business combination within 24 months from the closing of the IPO (or 27 months, as applicable). The issuance of the Representative Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

Subsequently, on March 12, 2026, the Underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on March 16, 2026. The total aggregate issuance by the Company of 3,300,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $33,000,000. On March 16, 2026, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 330,000 Private Placement Warrants, generating gross proceeds of $330,000 (the “OA Private Placement,” together with the IPO Private Placement, the “Private Placements”). The Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. Simultaneously with the sale of the Over-Allotment Option Units and the OA Private Placement, the Company issued an additional 24,750 Representative Shares to the Underwriters on the same terms and conditions as the Representative Shares issued in connection with the IPO. Including the Over-Allotment Option Units, the Company has now sold a total of 25,300,000 Units, generating total gross proceeds of $253,000,000, and a total of 5,000,000 warrants in Private Placements to Praetorian Sponsor LLC, generating total gross proceeds of $5,000,000.

A total of $253,000,000 of the net proceeds from the sale of the Units in the IPO (including the Over-Allotment Option Units) and the Private Placements were deposited in the Company’s trust account established for the benefit of the Company’s public stockholders. An unaudited pro forma balance sheet as of March 16, 2026, reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO (including the Over-Allotment Option Units) and the Private Placements, is included in this Current Report on Form 8-K as Exhibit 99.1. 

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Unaudited pro forma balance sheet dated March 16, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	PRAETORIAN ACQUISITION CORP.

	By:	/s/ Justin Di Rezze, M.D.
	Name:	Justin Di Rezze, M.D.
	Title:	Chief Executive Officer

Dated: March 19, 2026

Exhibit 99.1

PRAETORIAN ACQUISITION CORP.

PRO FORMA UNAUDITED BALANCE SHEET

	January 26,			Pro Forma
	2026			Adjustments				As Adjusted
				(Unaudited)				(Unaudited)
Current assets
Cash	$	2,465,198			(247,500	)	(5)	$	2,217,698
Prepaid expenses		133,000							133,000
Total current assets		2,598,198			(247,500	)			2,350,698
Long-term prepaid insurance		126,000							126,000
Cash held in Trust Account		220,000,000			33,000,000		(1)		253,000,000
					330,000		(2)
					(577,500	)	(3)
					247,500

Total Assets	$	222,724,198			32,752,500			$	255,476,698

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Accrued offering costs	$	83,000						$	83,000
Accrued expenses		15,000							15,000
Over-allotment option liability		205,400			(205,400	)	(6)		—
Total current liabilities		303,400			(205,400	)			98,000
Deferred underwriting fee		6,600,000			990,000		(4)		7,590,000
Total Liabilities		6,903,400			784,600				7,688,000

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,000,000 shares at redemption value of $10.00 per share		220,000,000			32,450,000		(1)		253,000,000
					(567,875	)	(3)
					(973,500	)	(4)
					205,400		(6)
					(95,647	)	(7)
					1,981,622		(8)
					33,000,000

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—							—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 165,000 shares issued and outstanding (excluding 22,000,000 shares subject to possible redemption)		17			2		(7)		19
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,433,333 shares issued and outstanding		843							843

Additional paid-in capital		—			550,000		(1)		—
					330,000		(2)
					(9,625	)	(3)
					(16,500	)	(4)
					(1,621	)	(7)
					97,266		(7)
					(1,981,622	)	(8)
					1,032,102		(9)
Accumulated deficit		(4,180,062	)		(1,032,102	)	(9)		(5,212,164	)

Total Shareholders’ Deficit		(4,179,202	)		(1,032,100	)			(5,211,302	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	222,724,198			32,752,500			$	255,476,698

See Note to Pro forma Unaudited Balance Sheet.

F-1

PRAETORIAN ACQUISITION CORP.

NOTES TO PRO FORMA UNAUDITED BALANCE SHEET

(Unaudited)

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

The accompanying unaudited Pro forma Balance Sheet presents the Balance Sheet of Praetorian Acquisition Corp. (the “Company”) as of January 26, 2026 adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred on March 16, 2026, as described below.

The registration statement for the Company’s Initial Public Offering was declared effective on January 22, 2026. On January 26, 2026, the Company consummated the Initial Public Offering of 22,000,000 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 $220,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each, a “Public Warrant”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,670,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Praetorian Sponsor LLC (the “Sponsor”), generating gross proceeds of $4,670,000. Each Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

The underwriters were granted a 45-day option following the closing of the Initial Public Offering (the “Over-Allotment Option”) to purchase up to 3,300,000 additional Units (the “Option Units”) to cover over-allotments, if any. On March 16, 2026, the underwriters elected to exercise their Over-Allotment Option in full to purchase an additional 3,300,000 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $33,000,000. Simultaneously with the closing of the sale of the Option Units, the Sponsor purchased an additional 330,000 Private Placement Warrants, generating additional gross proceeds of $330,000. In addition, the Company issued an additional 24,750 Class A ordinary shares (the “Representative Shares”) to the underwriters as part of representative compensation.

As of March 16, 2026, a total of $253,000,000 of the net proceeds from the Initial Public Offering (including the Option Units) and the sale of the Private Placement Warrants were placed in the Trust Account.

F-2

Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option and sale of the additional Private Placement Warrants are as follows:

	Pro forma entry
1	Cash held in Trust Account	33,000,000
	Class A ordinary shares subject to possible redemption		32,450,000
	Additional paid-in capital		550,000
	To record the sale of additional 3,300,000 Option Units at $10.00 per Unit.

2	Cash held in Trust Account	330,000
	Additional paid-in capital		330,000
	To record the sale of additional 330,000 Private Placement Warrants at $1.00 per Warrant.

3	Class A ordinary shares subject to possible redemption	567,875
	Additional paid-in capital	9,625
	Cash held in Trust Account		577,500
	To record additional cash underwriting fees in relation to the exercise of Option Units.

4	Class A ordinary shares subject to possible redemption	973,500
	Additional paid-in capital	16,500
	Deferred underwriting fee		990,000
	To record additional deferred underwriting fee in relation to the exercise of the Option Units.

5	Cash held in Trust Account	247,500
	Cash		247,500
	To record additional funding into the Trust Account in relation to the exercise of Option Units.

6	Over-allotment option liability	205,400
	Class A ordinary shares subject to possible redemption		205,400
	To close the over-allotment option liability due to the exercise of the Over-Allotment Option

7	Class A ordinary shares subject to possible redemption	95,647
	Additional paid-in capital	1,621
	Class A ordinary shares		2
	Additional paid-in capital		97,266
	To record issuance of 24,750 Representative Shares at fair value

8	Additional paid-in capital	1,981,622
	Class A ordinary shares subject to possible redemption		1,981,622
	Record accretion of Class A ordinary shares subject to possible redemption to an amount of $10.00 per share

9	Accumulated deficit	1,032,102
	Additional paid-in capital		1,032,102
	Reclassification of negative Additional Paid in Capital to Accumulated Deficit

F-3

Source: View Original Filing on SEC EDGAR

FAQ

What over-allotment option did Praetorian Acquisition Corp. (PTORU) underwriters exercise?

Praetorian’s underwriters fully exercised their option to buy 3,300,000 additional units at $10.00 per unit. This added $33,000,000 of gross proceeds, increasing the SPAC’s capital base while keeping each unit’s structure of one Class A share plus one-third warrant unchanged.

How much cash did Praetorian Acquisition Corp. (PTORU) place in its trust account?

Praetorian placed $253,000,000 of net proceeds into its trust account as of March 16, 2026. This amount comes from the initial public offering units, the exercised over-allotment units, and related private placements, protecting public shareholders’ funds until a business combination.

What additional private placement did Praetorian Acquisition Corp. (PTORU) complete?

Alongside the over-allotment, Praetorian sold 330,000 additional private placement warrants to its sponsor for $330,000. Together with the IPO private placement, this brings total private placement warrants to 5,000,000, each exercisable for one Class A share at $11.50.

What are the representative shares issued by Praetorian Acquisition Corp. (PTORU)?

Praetorian issued 24,750 additional Class A representative shares to the underwriters, on top of 165,000 earlier shares. These are identical to public Class A shares but carry 180‑day transfer restrictions, waived redemption rights in certain votes, and no liquidating distributions from the trust if no business combination occurs.

How many units has Praetorian Acquisition Corp. (PTORU) sold in total after the over-allotment?

After the over-allotment exercise, Praetorian has sold 25,300,000 units in total. Each unit contains one Class A ordinary share and one-third of a redeemable warrant, supporting the SPAC’s cash resources for pursuing an eventual initial business combination.

What does Praetorian Acquisition Corp.’s (PTORU) pro forma balance sheet show after the over-allotment?

The unaudited pro forma balance sheet shows total assets of $255,476,698 as of March 16, 2026. It reflects the additional units, private placement warrants, increased deferred underwriting fees, and updated Class A shares subject to redemption at $10.00 per share.

Filing Exhibits & Attachments

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EX-99.1 UNAUDITED PRO FORMA BALANCE SHEET DATED MARCH 16, 2026 68.5 KB