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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): October 20, 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,
Florida 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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
October 20, 2026, Praetorian Acquisition Corp. (the ‘Company’) implemented a planned leadership transition
involving changes to the composition of its board of directors (the ‘Board’) and executive leadership, appointing
a highly accomplished slate of directors and a Chief Financial Officer, as described below.
Justin Di Rezze, M.D. will continue to serve as the Company’s Chief Executive Officer.
Director
and Chief Financial Officer Departures
In
connection with the planned leadership transition, on October 20, 2026, Nicole Seligman, Erica Dorfman and Alex Elias resigned as directors
of the Company, effective October 20, 2026. Each of Ms. Seligman, Ms. Dorfman and Mr. Elias also served on the Audit Committee and Compensation
Committee of the Board prior to their respective resignations.
In
connection with the same transition, Peter Ondishin resigned as Chief Financial Officer and director of the Company, effective October
20, 2026.
None
of the foregoing departures was the result of any dispute or disagreement with the Company, its management, the Board, or any committee
of the Board on any matter relating to the operations, policies, or practices of the Company.
Appointment
of New Directors and Officers
In
connection with the planned leadership transition described above, on October 20, 2026, the Board appointed Roger L. Cloutier, Jimmy
Vaiopoulos, Charles P. Garcia and Joseph Tonnos as directors of the Company, effective as of October 20, 2026. The Board also appointed
Mr. Tonnos as Chief Financial Officer, succeeding Peter Ondishin. These appointments filled the four vacancies resulting from the planned
resignations described above. Mr. Cloutier will serve as a Class I director and will serve until the Company’s first annual general
meeting. Mr. Vaiopoulos will serve as a Class I director and will serve until the Company’s first annual general meeting. Mr. Tonnos
will serve as a Class II director and will serve until the Company’s second annual general meeting. Mr. Garcia will serve as a
Class III director and will serve until the Company’s third annual general meeting.
Lieutenant
General (Ret.) Roger L. Cloutier Jr., 61, currently serves as a director of our Company. Since March 2026, Mr. Cloutier has served
as Chief Business Officer of Nex42, a defense and dual-use business platform that connects advanced technologies with operational needs,
contacts and market opportunities. In this role, he is responsible for developing business opportunities for Israeli companies seeking
to do business in NATO countries, Europe and the United States. Since May 2026, Mr. Cloutier has served in an advisory capacity to Cortical
Dynamics, a private Australia-based neurotechnology company that develops brain-monitoring technologies and AI-based applications, and
Qtonic Quantum Corp, a private company focused on cyber risk and vulnerability intelligence, where he also serves as Founding Chair of
the Allied Defense Council. Mr. Cloutier has also served in an advisory capacity to Clear Street LLC since April 2026. From November
2025 to January 2026, Mr. Cloutier served as a senior advisor to Cityblock Health, a healthcare provider, where he previously served
as President of Markets from September 2022 to November 2025. From August 2020 to August 2022, Mr. Cloutier served as Commander of NATO
Allied Land Command in Izmir, Turkey, where he was responsible for leading 500,000 soldiers across 71 allied and partner nations. Prior
to that, Mr. Cloutier served as Commander of United States Army Africa/Southern European Task Force from August 2018 to August 2020.
Mr. Cloutier retired from the United States Army at the rank of Lieutenant General following 34 years of service. His decorations include
the Army Distinguished Service Medal, Defense Superior Service Medal, Legion of Merit, Bronze Star Medal and Purple Heart. Mr. Cloutier
earned a Bachelor of Science in Political Science from the University of San Diego and a Master of Science in International Relations
from Troy State University. We believe Mr. Cloutier is well qualified to serve as a member of our board of directors due to his extensive
operational, risk management and leadership experience.
Jimmy
Vaiopoulos, 38, currently serves as a director of our Company. From September 2024 to September 2025, Mr. Vaiopoulos served as
the chairperson of the board of directors and the chair of the audit committee of Gryphon Digital Mining, Inc., a former Nasdaq-listed
Bitcoin and AI compute operator. Since April 2021, Mr. Vaiopoulos has served as the CFO and Co-Founder of Stack Capital Group Inc., a
TSX-listed issuer that invests in private late-stage technology companies. Previously, from June 2018 through April 2021, he was the
CFO and Interim CEO of Hut 8 Corp., one of the earliest Bitcoin miners that transitioned to an energy and digital infrastructure
company developing power assets supporting AI infrastructure and held a key role in its IPO (NASDAQ: HUT). Mr. Vaiopoulos earned an Honours
Bachelor of Business Administration and a Bachelor of Engineering Science from Western University. He is a Chartered Professional Accountant
through the Institute of Chartered Accountants of British Columbia. We believe Mr. Vaiopoulos is well qualified to serve as a member
of our board of directors due to his extensive technology, board governance, and leadership experience.
Charles
P. Garcia, 65, currently serves as a director of our Company. In February 2026, Mr. Garcia founded Capital Mischief LLC, an independent
financial media and research company that publishes a Substack offering analyses of geopolitical events, commodity markets, and investment
strategy. Since February 2021, Mr. Garcia has served as the Managing Partner of R360 Management Inc., a peer advisory and educational
community for ultra-high-net-worth individuals and family offices. From January 2019 to January 2023, Mr. Garcia served as a member of
the board of directors of 3DE by Junior Achievement, a non-profit organization focused on expanding economic opportunities for students.
From January 2017 to January 2021, Mr. Garcia served as a member of the board of directors of the Girl Scouts of the United States of
America, a national youth organization. From February 2006 to March 2012, Mr. Garcia served as a member of the board of directors, a
member of the nominating/governance committee, and the financial expert of the audit committee of Winn-Dixie Stores, Inc., a parent company
that operates a chain of regional food retail stores in the southeastern United States. Since March 2025, Mr. Garcia has served as the
author of “Market Sense by Charlie Garcia,” a financial and geopolitical column addressing commodity markets, technology
sector dynamics, and macroeconomic trends. Mr. Garcia earned a Bachelor of Science from the United States Air Force Academy, a Master
of Public Administration from the University of Oklahoma, and a Juris Doctor from Columbia University School of Law. We believe Mr. Garcia
is well qualified to serve as a member of our board of directors due to his extensive financial, board governance, and leadership experience.
The
Board determined that each of Mr. Cloutier Jr., Mr. Vaiopoulos, and Mr. Garcia qualifies as an independent director for purposes of The
Nasdaq Stock Market LLC listing rules, as well as applicable rules of the Securities and Exchange Commission. Mr. Cloutier Jr., Mr. Vaiopoulos and Mr. Garcia will serve on the Company’s Audit Committee and Compensation Committee. Mr. Vaiopoulos will serve as chair of the Audit Committee and as the Board’s audit committee financial
expert, and Mr. Garcia will serve as chair of the Compensation Committee.
In
connection with their appointments, each of Mr. Cloutier Jr., Mr. Vaiopoulos, Mr. Garcia, and Mr. Tonnos is expected to receive an indirect
economic interest in the founder shares of the Company held by Praetorian Sponsor LLC, the Company’s sponsor (the “Sponsor”).
As of the date of this Current Report, the compensation arrangements for the newly appointed directors and Chief Financial Officer have
not been determined.
In
addition, Mr. Cloutier Jr., Mr. Vaiopoulos, Mr. Garcia, and Mr. Tonnos will each enter into the Company’s standard form of indemnity
agreement for directors.
There
are no arrangements or understandings between Mr. Cloutier Jr., Mr. Vaiopoulos, or Mr. Garcia and any other person pursuant to which
he was named a director of the Company. None of Mr. Cloutier Jr., Mr. Vaiopoulos, or Mr. Garcia have any family relationship with the
Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.
None of Mr. Cloutier Jr., Mr. Vaiopoulos, or Mr. Garcia have entered into any other material plan, contract, arrangement, or amendment
in connection with his appointment to the Board.
None
of Mr. Cloutier Jr., Mr. Vaiopoulos, or Mr. Garcia are parties to any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Joseph
Tonnos, 39, brings more than 15 years of experience in investment management, corporate finance, capital markets, and
transaction structuring. Since October 2026, Mr. Tonnos has served as Managing Director, Direct Investments at the Di Rezze Family
Office, a private investment management company and a sponsor of the Company. Mr. Tonnos has previously held leadership positions
across six SPACs, all of which have completed business combinations. He served as Chief Financial and Investment Officer of Roth CH
Acquisition Co. until its business combination with SharonAI Holdings Inc. (NASDAQ: SHAZ), in December 2025; Chief Investment
Officer of Roth CH Acquisition V Co. until its merger with New Era Helium, Inc., n/k/a New Era Energy & Digital, Inc. (NASDAQ:
NUAI) in December 2024; Chief Financial Officer of GSR II Meteora Acquisition Corp. until its business combination with Bitcoin
Depot Inc. in June 2023; Senior Vice President of Haymaker Acquisition Corp. III until its business combination with biote Corp.
(NASDAQ: BTMD) in May 2022; Senior Vice President of Haymaker Acquisition Corp. II until its business combination with Arko Corp.
(Nasdaq: ARKO) in December 2020; and Senior Vice President of Haymaker Acquisition Corp. until its business combination with
OneSpaWorld Holdings Ltd (NASDAQ: OSW) in March 2019.
From
April 2023 until October 2026, he served as Managing Director at Roth Capital Partners, LLC, a privately held investment bank providing
strategic and financial advisory services to growth companies and their investors. Mr. Tonnos also previously served as Co-President
of Roth Principal Investments, LLC from August 2025 to October 2026 and as Portfolio Manager of RoHo Capital Opportunity Fund LLC from
April 2026 to October 2026, both affiliates of Roth Capital Partners, LLC that provide capital and customized financing structures to
a variety of businesses. From 2021 to 2023, Mr. Tonnos served as Principal and Associate Portfolio Manager at Meteora Capital, LLC, an
investment adviser specializing in event-driven investments in equities and credit. From March 2021 to December 2021, he served as Associate
Portfolio Manager at Glazer Capital, an event-driven investment management firm. From 2017 to 2021, Mr. Tonnos worked as a Principal
at Mistral Equity Partners, a diversified investment firm focused on private equity and venture capital. Mr. Tonnos is also the Co-Founder
of Ketch Ventures, an early-stage consumer investment syndicate. Mr. Tonnos’s experience spans sourcing, evaluating, executing,
structuring, and monitoring public, private and venture capital investments. He has invested in and advised companies and shareholders
on capital raising, mergers, acquisitions, divestitures, leveraged buyouts and capital structure alternatives. Mr. Tonnos earned a Bachelor
of Science and Master of Business Administration from Niagara University. We believe Mr. Tonnos is well qualified to serve as our Chief
Financial Officer and a director due to his extensive advisory, corporate governance, corporate finance, and leadership experience.
Mr.
Tonnos currently serves as Managing Director, Direct Investments at the Di Rezze Family Office, as described above. Other than as disclosed
herein, there are no arrangements or understandings between Mr. Tonnos and any other person pursuant to which he was appointed as Chief
Financial Officer or director of the Company. There are no family relationships between Mr. Tonnos and any of the Company’s directors
or executive officers. Mr. Tonnos has no direct or indirect material interest in any existing or currently proposed transaction that
would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01
Regulation FD Disclosures
On
October 26, 2026, Di Rezze Family Office issued a press release announcing the appointments described above. A copy of the press release is attached hereto as Exhibit 99.1.
The
information in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are furnished and shall
not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item
9.01 Financial Statements and Other Exhibits
(d)
Exhibits.
| Exhibit No. |
| Description |
| 99.1 |
| Press Release, dated October 26, 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: October 26, 2026 |
|
|
Exhibit 99.1
Di Rezze Family Office Names Joseph Tonnos Managing
Director; Tonnos Becomes CFO of Two Nasdaq-Listed SPACs
Retired Army Lt. Gen. Roger L. Cloutier Jr.,
former commander of NATO Allied Land Command, joins both SPAC boards
SPAC sponsorship is one of several strategies
for the single-family office, which invests only its own capital
MIAMI, Oct. 26, 2026 (GLOBE NEWSWIRE) -- Di Rezze Family Office, the single-family
office of Arghavan and Justin Di Rezze, today announced that Joseph Tonnos has joined the office as Managing Director and will lead the
office’s efforts across its direct investment portfolio. He joins a senior team of investment, capital markets and operating professionals.
Effective October 20, 2026, Mr. Tonnos also became Chief Financial
Officer of Soren Acquisition Corp. (Nasdaq: SORN) and Praetorian Acquisition Corp. (Nasdaq: PTOR), two special purpose acquisition companies
sponsored by principals of the office and will join the board of each company. Each company also appointed new independent directors.
“Joe brings significant financial markets and investment management
experience to our team. He has worked across all aspects of the SPAC market since 2017, most notably as a six-time sponsor and as an investor,
and he now leads finance and execution for Soren and Praetorian,” said Arghavan Di Rezze, Principal of Di Rezze Family Office. “Our
new independent directors bring capital markets, public-company finance and operating experience, and they answer to shareholders, which
makes the right team to have in place for a company when it is ready to go public.”
Mr. Tonnos brings more than 15 years of experience in investment management,
corporate finance, capital markets and transaction structuring. Most recently, he was a Managing Director at Roth Capital Partners, LLC,
and before that a Principal and Associate Portfolio Manager at Meteora Capital, LLC.
Soren appointed Lieutenant General (Ret.) Roger L. Cloutier Jr. and
Austin Criden as independent directors. Praetorian appointed Mr. Cloutier, Jimmy Vaiopoulos and Charles P. Garcia as independent directors.
Mr. Cloutier retired from the U.S. Army as a Lieutenant General after
34 years of service and commanded NATO Allied Land Command from 2020 to 2022. Mr. Criden serves as a consultant to West2East Empire, a
brand management and media production company and has held other positions as an operator and investment banker. Mr. Vaiopoulos is Chief
Financial Officer and Co-Founder of Stack Capital Group Inc. and previously served as Chief Financial Officer and Interim Chief Executive
Officer of Hut 8 Mining Corp., the predecessor of Hut 8 Corp. Mr. Garcia is Managing Partner of R360 Management Inc. and a former director
of Winn-Dixie Stores, Inc., where he was the financial expert of its audit committee.
Di Rezze Family Office invests only its own capital across multiple
strategies, including pre-IPO minority investments in private growth companies, structured investments in public companies and the sponsorship
of special purpose acquisition companies. Soren and Praetorian, the two SPACs sponsored by its principals, together hold more than $500
million in trust.
“As founders and operators ourselves, Arghavan and I look at
a SPAC through a founder’s eyes,” said Justin Di Rezze, co-founder of Di Rezze Family Office. “For the right company,
it is a powerful way to access the public capital markets, maintain control of the business and take it to the next level. We seek to
add value from our entire platform and approach a business combination with transparency as long-term investors. We are ready to partner
with founders, operators and stakeholders prepared to take the next step.”
Further details are available in each company’s Current Report
on Form 8-K.
About Di Rezze Family Office
Di Rezze Family Office is the single family office of Arghavan and
Justin Di Rezze. Based in Miami, it invests only its own capital across multiple strategies, including pre-IPO minority investments in
growth companies, structured investments and SPAC sponsorship, with a focus on companies that move humanity forward. Principals of the
office sponsor Soren Acquisition Corp. (Nasdaq: SORN) and Praetorian Acquisition Corp. (Nasdaq: PTOR). Arghavan Di Rezze co-founded Theoria
Medical, a national, technology-enabled primary care and value-based care company.
About Soren Acquisition Corp.
Soren 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. Soren 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 within the healthcare industry.
Soren’s management team is led by Arghavan Di Rezze, its Chief
Executive Officer, and Joseph Tonnos, its Chief Financial Officer, who are both members of Soren’s Board of Directors. In addition,
Soren’s Board of Directors includes Marc Mazur, Austin Criden, and Roger Cloutier.
Forward-Looking Statements for Soren Acquisition Corp.
This press release contains statements that may constitute “forward-looking
statements” within the meaning of applicable federal securities laws, including statements regarding the Soren’s future plans,
objectives, expectations and strategies, its management and board of directors, and its search for and potential completion of an initial
business combination. These statements are not guarantees of future performance and are subject to risks and uncertainties that could
cause actual results or events to differ materially from those expressed or implied, including the possibility that Soren may not identify
or complete an initial business combination.
Forward-looking statements are subject to numerous risks, uncertainties
and conditions, many of which are beyond the control of Soren, including those described under “Risk Factors” in Soren’s
most recent Annual Report on Form 10-K, as updated by its subsequent Quarterly Reports on Form 10-Q, and in Soren’s other filings
with the Securities and Exchange Commission (the “SEC”). Copies of these filings are available on the SEC's website at www.sec.gov.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Soren undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Soren Acquisition Corp. Contact
Soren Acquisition Corp.
Arghavan Di Rezze, Chief Executive Officer
apd@direzzefamilyoffice.com
About Praetorian Acquisition Corp.
Praetorian 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. Praetorian 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.
Praetorian’s management team is led by Justin Di Rezze M.D., its Chief Executive Officer, and Joseph Tonnos, its Chief Financial
Officer, who are both members of the Praetorian Board of Directors. In addition, the Praetorian Board of Directors includes Roger Cloutier,
Jimmy Vaiopoulos, and Charles Garcia.
Forward-Looking Statements for Praetorian Acquisition Corp.
This press release contains statements that may constitute “forward-looking
statements” within the meaning of applicable federal securities laws, including statements regarding the Praetorian’s future
plans, objectives, expectations and strategies, its management and board of directors, and its search for and potential completion of
an initial business combination. These statements are not guarantees of future performance and are subject to risks and uncertainties
that could cause actual results or events to differ materially from those expressed or implied, including the possibility that Praetorian
may not identify or complete an initial business combination.
Forward-looking statements are subject to numerous risks, uncertainties
and conditions, many of which are beyond the control of Praetorian, including those described under “Risk Factors” in Praetorian’s
most recent Annual Report on Form 10-K, as updated by its subsequent Quarterly Reports on Form 10-Q, and in Praetorian’s other filings
with the SEC. Copies of these filings are available on the SEC's website at www.sec.gov. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Praetorian
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as required by law.
Praetorian Acquisition Corp. Contact
Praetorian Acquisition Corp.
Justin Di Rezze M.D., Chief Executive Officer
jpd@direzzefamilyoffice.com
