UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number:001-43072
Praetorian Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 2 S Biscayne Blvd, PMB 1004 Suite #3200, Miami, FL | 33131 |
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| (Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code:(754) 217-7160
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| Units, each consisting of one Class A Ordinary Share and one-third of one redeemable warrant | PTORU | The Nasdaq Stock Market LLC |
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| Class A Ordinary Shares, par value $0.0001 per share | PTOR | The Nasdaq Stock Market LLC |
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| Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | PTORW | The Nasdaq Stock Market LLC |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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| Emerging growth company | ☒ | |
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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.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒ No ☐
The registrant’s shares were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2025 because the registrant was not incorporated until September 29, 2025. The registrant’s Units began trading on The Nasdaq Stock Market LLC on or promptly after January 26, 2026, under the symbol “PTORU,” and the registrant’s Class A Ordinary Shares and Redeemable Warrants began trading on The Nasdaq Stock Market LLC on the 52nd day following January 26, 2026 (unless earlier separate trading was permitted), under the symbols “PTOR” and “PTORW,” respectively. Accordingly, there was no market value for the registrant’s public securities as of the last business day of the second fiscal quarter of 2025. The aggregate market value of the registrant’s Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on March 23, 2026, as reported on The Nasdaq Stock Market LLC, was $9.80.
As of March 23, 2026, there were 33,923,083 Class A Ordinary Shares, par value $0.0001 per share (consisting of 25,300,000 Class A Ordinary Shares underlying the public units and 189,750 representative shares), and 8,433,333 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
TABLE OF CONTENTS
| PAGE |
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| PART I |
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| Item 1. | Business. | 1 |
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| Item 1A. | Risk Factors. | 27 |
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| Item 1B. | Unresolved Staff Comments. | 36 |
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| Item 1C. | Cybersecurity. | 36 |
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| Item 2. | Properties. | 36 |
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| Item 3. | Legal Proceedings. | 36 |
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| Item 4. | Mine Safety Disclosures. | 36 |
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| PART II |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 37 |
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| Item 6. | [Reserved] | 39 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 39 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 41 |
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| Item 8. | Financial Statements and Supplementary Data. | 42 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 42 |
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| Item 9A. | Controls and Procedures. | 42 |
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| Item 9B. | Other Information. | 42 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 42 |
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| PART III |
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| Item 10. | Directors, Executive Officers and Corporate Governance. | 43 |
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| Item 11. | Executive Compensation. | 49 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 51 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 53 |
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| Item 14. | Principal Accountant Fees and Services. | 56 |
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| PART IV |
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| Item 15. | Exhibit and Financial Statement Schedules. | 57 |
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| SIGNATURES | 59 | |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Report”), including, without limitation, statements under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). Some of the statements contained in this Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our Management Team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:
| ● | our ability to select an appropriate target business or business; |
| ● | our ability to complete our initial business combination; |
| ● | our expectations around the performance of the prospective target business or businesses; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
| ● | our potential ability to obtain additional financing to complete our initial business combination; |
| ● | the potential incentive to consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Sponsor (as defined below); |
| ● | the ability of our Management Team (as defined below) to generate and execute on potential acquisition opportunities that will generate value for our shareholders; |
| ● | our pool of prospective target businesses; |
| ● | the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination; |
| ● | our public securities’ potential liquidity and trading; |
| ● | the value of the Founder Shares (as defined below) following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Class A Ordinary Shares at such time is substantially less than the $10.00 per share initially placed into the Trust Account (as defined below).; |
| ● | the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; |
| ● | the Trust Account not being subject to claims of third parties; |
| ● | the impact on the amount held in the Trust Account, our capitalization, principal shareholders and other impacts on our Company (as defined below) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules; |
| ● | our financial performance; or |
| ● | the other risks and uncertainties discussed in “Item 1A. Risk Factors” below. |
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Additionally, in 2024, the SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below). The 2024 SPAC Rules (as defined below) require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC business combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed business combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed business combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its Management Team. The 2024 SPAC Rules (as defined below) may materially affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Report. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
Unless otherwise stated in this Report, or the context otherwise requires, references to:
| ● | “2024 SPAC Rules” are to the rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; |
| ● | “Administrative Services Agreement” are to the Administrative Services Agreement, dated January 22, 2026, which we entered into with an affiliate of our Sponsor, for office space, utilities and secretarial and administrative support; |
| ● | “Board” are to the board of directors of Praetorian Acquisition Corp. |
| ● | “Charter” are to our Amended and Restated Memorandum and Articles of Association, as amended and restated, and currently in effect; |
| ● | “Combination Period” or “Completion Window” are to (i) the period ending on the date that is 24 months from the closing of the Initial Public Offering (as defined below) (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of the Initial Public Offering (as defined below)), or such earlier liquidation date as our Board may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our Charter. Our shareholders can also vote at any time to amend our Charter to modify the amount of time we will have to complete an initial business combination, in which case our Public Shareholders (as defined below) will be offered an opportunity to redeem their Public Shares; |
| ● | “Companies Act” are to the Companies Act (as amended) of the Cayman Islands; |
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| ● | “Company,” “our,” “we,” or “us” are to Praetorian Acquisition Corp., a Cayman Islands exempted company; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “Excise Tax” are to the U.S. federal excise tax on stock repurchases under Section 4501 of the U.S. Internal Revenue Code of 1986, as amended, enacted by the Inflation Reduction Act of 2022; |
| ● | “Founder Shares” are to Class B Ordinary Shares initially purchased by our Sponsor in a Private Placement (as defined below) prior to the Initial Public Offering (as defined below) and the Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on January 26, 2026; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
| ● | “Letter Agreement” are to the Letter Agreement, dated January 22, 2026, which we entered into with our Sponsor and our directors and officers; |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC must complete one or more business combinations within 36 months following the effectiveness of its Initial Public Offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| ● | “Odyssey” or “Trustee” are to Odyssey Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below); |
| ● | “Ordinary Resolution” are to a resolution of the Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares; |
| ● | “Over-Allotment Option” are to the underwriters’ 45-day option to purchase up to an additional 3,300,000 Units to cover over-allotments, if any; |
| ● | “PCAOB” are to the Public Company Accounting Oversight Board (United States); |
| ● | “Private Placement” are to the private placement of Private Placement Warrants that occurred simultaneously with the closing of our Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements (as defined below); |
| ● | “Private Placement Warrants” are to the Warrants issued to our Sponsor in a private placement simultaneously with the closing of the Initial Public Offering; |
| ● | “Private Placement Warrants Purchase Agreement” are to Private Placement Warrants Purchase Agreement, dated January 22, 2026, which we entered into with our Sponsor; |
| ● | “Public Shares” are to Class A Ordinary Shares sold as part of the Units in the Initial Public Offering (whether they are purchased in the Initial Public Offering or thereafter in the open market), and does not include any Founder Shares or representative shares; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our initial shareholders or our Management Team to the extent our initial shareholders or members of our Management Team purchase Public Shares, provided that each initial shareholder’s or member of our Management Team’s status as a “public shareholder” will only exist with respect to such Public Shares; |
iv
| ● | “Public Warrants” are to the Warrants sold as part of the Units in the Initial Public Offering (whether they are purchased in the Initial Public Offering or thereafter in the open market); |
| ● | “Registration Statement” are to the Initial Public Offering registration statement on Form S-1 (No. 001-43072), filed with the SEC on November 14, 2025. |
| ● | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPACs” are to special purpose acquisition companies; |
| ● | “Special Resolution” are to a resolution of the Company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the Company’s Charter) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. The Charter of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution; |
| ● | “Sponsor” are to Praetorian Sponsor LLC, a Delaware limited liability company, which was recently formed to invest in our Company, as further discussed under “Our Sponsor”, below; Dr. Justin Di Rezze is the managing member of the Sponsor; |
| ● | “Trust Account” are to a trust account maintained by Odyssey Transfer and Trust Company, as trustee, in the U.S. for the benefits of the Public Shareholders; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated January 22, 2026, which we entered into with Clear Street LLC, as representative of the several underwriters of the Initial Public Offering; |
| ● | “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-third of one Public Warrant; |
| ● | “Warrants” are to our Public Warrants, Private Placement Warrants and working capital warrants, if any; |
| ● | “Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and |
| ● | “Working Capital Loans” are to the Warrants that are components of the Units issuable upon conversion of working capital loans. |
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