Praetorian Acquisition Corp. Schedule 13G: Praetorian Sponsor LLC beneficially owns 8,433,333 Class B ordinary shares, representing 24.86% of the Issuer's Ordinary Shares as calculated on 33,923,083 shares outstanding.
The Class B Ordinary Shares are convertible one-for-one into Class A Ordinary Shares upon or immediately following consummation of an initial business combination (subject to adjustment). Holdings are reported as held directly by Praetorian Sponsor LLC and indirectly attributed to Dr. Justin Di Rezze as managing member; Dr. Di Rezze disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
None.
Negative
None.
Insights
Large pre-combination founder stake reported, typical for SPAC sponsors.
The filing shows a 24.86% ownership stake held via Praetorian Sponsor LLC and attributed indirectly to Dr. Justin Di Rezze as managing member. This stake reflects standard sponsor founder shares that convert into Class A shares upon a business combination.
Key dependencies include conversion mechanics and any future dilution from an acquisition, PIPE, or other registered offerings; subsequent filings will show changes in percent ownership and selling restrictions.
Disclosure ties percentage to a 33,923,083 share base reported in Form 10-K.
The 24.86% calculation is explicitly based on 33,923,083 Ordinary Shares outstanding as of March 23, 2026, per the Issuer's Form 10-K. The sponsor holds 8,433,333 Class B shares directly.
Watch future SEC filings for any conversions, transfers, or sales that change the sponsor's reported beneficial ownership.
Key Figures
Sponsor shares owned:8,433,333 sharesPercent of Ordinary Shares:24.86%Shares outstanding (base):33,923,083 shares+2 more
5 metrics
Sponsor shares owned8,433,333 sharesClass B Ordinary Shares held directly by Praetorian Sponsor LLC
Percent of Ordinary Shares24.86%Calculated on 33,923,083 Ordinary Shares outstanding
Shares outstanding (base)33,923,083 sharesOutstanding as of March 23, 2026 per Form 10-K
Class A shares sold in IPO25,300,000 sharesClass A Ordinary Shares sold as part of the Units in the offering (including the over-allotment)
Underwriter representative shares189,750 sharesClass A Ordinary Shares issued to the underwriters as representative shares
Key Terms
Class B Ordinary Shares convertible one-for-one, Beneficial ownership, Schedule 13G
3 terms
Class B Ordinary Shares convertible one-for-onefinancial
"The Class B Ordinary Shares are convertible into Class A Ordinary Shares"
Beneficial ownershipregulatory
"Amount beneficially owned: 8,433,333"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Schedule 13Gregulatory
"Item 1. Name of issuer: Praetorian Acquisition Corp."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Praetorian Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value per share
(Title of Class of Securities)
G7S17G103
(CUSIP Number)
01/26/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G7S17G103
1
Names of Reporting Persons
Praetorian Sponsor LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,433,333.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,433,333.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,433,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.86 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G7S17G103
1
Names of Reporting Persons
Dr. Justin Di Rezze
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,433,333.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,433,333.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,433,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.86 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (Rows 5, 7 and 9) Represents 8,433,333 Class B ordinary shares of Praetorian Acquisition Corp. (the "Issuer") held directly by Praetorian Sponsor LLC (the "Reporting Person").
(Row 11) This percentage is calculated based on 33,923,083 ordinary shares outstanding following the completion of the Issuer's initial public offering, which includes (i) 25,300,000 Class A ordinary shares sold as part of the Units in the offering (including the over-allotment), (ii) 8,433,333 Class B ordinary shares held by the initial shareholders, and (iii) 189,750 Class A ordinary shares issued to the underwriters as representative shares.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Praetorian Acquisition Corp.
(b)
Address of issuer's principal executive offices:
c/o Praetorian Acquisition Corp., 2 S Biscayne Blvd, PMB 1004 Suite #3200, Miami, FL 33131
Item 2.
(a)
Name of person filing:
The person filing this statement is Praetorian Sponsor LLC.
(b)
Address or principal business office or, if none, residence:
c/o Praetorian Acquisition Corp., 2 S Biscayne Blvd, PMB 1004 Suite #3200, Miami, FL 33131
(c)
Citizenship:
Praetorian Sponsor LLC is a Delaware limited liability company.
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value per share
(e)
CUSIP Number(s):
G7S17G103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
8,433,333
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person. Praetorian Sponsor LLC (the "Sponsor") holds 8,433,333 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), representing approximately 24.86% of the aggregate issued and outstanding Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), and Class B Ordinary Shares (collectively, the "Ordinary Shares"). The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer automatically concurrently with or immediately following the consummation of the Issuer's initial business combination or earlier at the option of the holder on a one-for-one basis (subject to adjustment), as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-291569). The securities described above are held directly by the Sponsor and indirectly by Dr. Justin Di Rezze, as the managing member of the Sponsor, who holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Dr. Di Rezze disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The aggregate percentage of Ordinary Shares beneficially owned by each of the Reporting Persons is calculated based upon 33,923,083 Ordinary Shares outstanding as of March 23, 2026, as reported by the Issuer in its Form 10-K.
(b)
Percent of class:
24.86%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
8,433,333
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
8,433,333
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Praetorian Sponsor LLC report in Praetorian Acquisition Corp. (PTOR)?
Praetorian Sponsor LLC reports beneficial ownership of 8,433,333 shares, equal to 24.86% of Ordinary Shares. This percentage is calculated on 33,923,083 shares outstanding as reported in the Form 10-K dated March 23, 2026.
Are the Class B shares convertible into Class A shares for PTOR?
Yes. The filing states the Class B Ordinary Shares convert one-for-one into Class A Ordinary Shares upon or immediately following an initial business combination. The conversion is subject to adjustment as described in the registration materials.
Who is the individual associated with the sponsor filing for PTOR?
The filing attributes voting and investment discretion to Dr. Justin Di Rezze as managing member of Praetorian Sponsor LLC. He disclaims beneficial ownership except to the extent of any pecuniary interest in the sponsor's holdings.
What share counts from the IPO are cited in the Schedule 13G for PTOR?
The filing references 25,300,000 Class A shares sold in the offering (including over-allotment) and 189,750 Class A shares issued to underwriters as representative shares, contributing to the 33,923,083 outstanding base.
