Praetorian Acquisition Corp. (PTORU) lets unit holders trade shares and warrants separately

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Praetorian Acquisition Corp. announced that, starting March 16, 2026, holders of its Nasdaq-listed units (PTORU) may elect to separately trade the underlying Class A ordinary shares and redeemable warrants.

Each unit consists of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant. Each whole warrant allows the purchase of one Class A ordinary share at $11.50 per share. After separation, the Class A shares will trade under the symbol PTOR and the warrants under PTORW, while units that are not separated will continue to trade under PTORU. No fractional warrants will be issued, and only whole warrants will trade.

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.

Understanding 8-K Material Events →

03/13/2026 - 12:00 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 13, 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 8.01. Other Events.

Separate Trading of Class A Ordinary Shares and Warrants

On March 13, 2026, Praetorian Acquisition Corp. (the “Company”) announced that, commencing on March 16, 2026, the holders of the units issued in the Company’s initial public offering (the “Units”), each consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third 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, may elect to separately trade the Class A Ordinary Shares and the 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 the Warrants will trade on the Nasdaq Global Market under the symbols “PTOR” and “PTORW,” respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol “PTORU.” Holders of Units will need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release dated March 13, 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 13, 2026

Exhibit 99.1

Praetorian Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants,
Commencing March 16, 2026

Miami, FL, March 13, 2026 (GLOBE NEWSWIRE) — Praetorian Acquisition Corp. (Nasdaq: PTORU) (the “Company”) announced today that, commencing March 16, 2026, the holders of the units issued in the Company’s initial public offering (the “Units”), each consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third 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, may elect to separately trade the Class A Ordinary Shares and the 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 the Warrants will trade on the Nasdaq Global Market under the symbols “PTOR” and “PTORW,” respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol “PTORU.”

Clear Street LLC acted as sole book-running manager for the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, 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.

About Praetorian Acquisition Corp.

The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution but is focused on completing a business combination with an attractive target business in a traditional sector that can be transformed through the application of automation and artificial intelligence.

The Company’s management team is led by Justin Di Rezze M.D., its Chief Executive Officer, and Peter Ondishin, its Chief Financial Officer, who are both members of the Board of Directors of the Company (the “Board”). In addition, the Board includes Nicole Seligman, Alex Elias and Erica Dorfman.

FORWARD-LOOKING STATEMENTS

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. 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. 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

Praetorian Acquisition Corp.
Justin Di Rezze M.D., Chief Executive Officer
jpd@direzzefamilyoffice.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Praetorian Acquisition Corp. (PTORU) announce in this 8-K?

Praetorian Acquisition Corp. announced that holders of its units can begin separately trading the underlying Class A ordinary shares and redeemable warrants on March 16, 2026. This marks the transition from bundled SPAC units to individually tradable equity and warrant securities on Nasdaq.

When will Praetorian Acquisition Corp. units start separate trading?

Separate trading of Praetorian Acquisition Corp.’s unit components begins March 16, 2026. From that date, investors may elect to trade Class A ordinary shares under PTOR and whole redeemable warrants under PTORW, while any units not separated will continue trading under the PTORU ticker on Nasdaq.

What does each Praetorian Acquisition Corp. (PTORU) unit consist of?

Each Praetorian Acquisition Corp. unit consists of one Class A ordinary share with a par value of $0.0001 and one-third of one redeemable warrant. Every whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share.

How will Praetorian’s shares, warrants, and units trade on Nasdaq after separation?

After separation begins, Class A ordinary shares of Praetorian Acquisition Corp. will trade on the Nasdaq Global Market under PTOR and whole redeemable warrants under PTORW. Units that remain bundled and are not separated will continue to trade under the existing PTORU ticker symbol on Nasdaq.

Are fractional warrants issued when Praetorian units separate into components?

No fractional warrants will be issued when Praetorian units are separated. Only whole redeemable warrants will trade on Nasdaq under the PTORW symbol. This means investors must hold sufficient unit fractions such that their combined warrant interests form whole warrants eligible for trading.

What is the business focus of Praetorian Acquisition Corp. (PTORU)?

Praetorian Acquisition Corp. is a blank check company formed to complete a business combination such as a merger or share exchange. It is focused on finding an attractive traditional-sector business that can be transformed through automation and artificial intelligence applications, though it may consider targets in any industry.

How can holders of Praetorian units separate their Class A shares and warrants?

Holders of Praetorian Acquisition Corp. units must have their brokers contact Odyssey Transfer and Trust Company, the company’s transfer agent, to separate units into Class A ordinary shares and redeemable warrants. Once separated, those shares and whole warrants can trade individually on the Nasdaq Global Market.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE DATED MARCH 13, 2026 7.2 KB