Pine Tree Acquisition Corp.
Filed Dec 19, 2025.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Dec 19, 2025
PAXG$9.830.0%Stored close · as of Nov 6, 2026
Contents
Capitalization
The following table sets forth our capitalization at September 30, 2025, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the sale of the private placement units and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option:
| Actual | As Adjusted | |
|---|---|---|
| Related party payable | $13,120 | $— |
| Promissory note – related party | 58,000 | |
| Over-allotment liability(1) | - | 202,933 |
| Class A ordinary shares, subject to redemption; 0 shares actual and 10,000,000 shares as adjusted(2) | - | 100,000,000 |
| Shareholders’ deficit | ||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted, respectively | - | - |
| Class A ordinary shares, 500,000,000 shares authorized; 0 and 0 shares issued and outstanding, actual and as adjusted, respectively | - | - |
| Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 4,040,541 and 3,513,514 shares issued and outstanding, actual and as adjusted(3), respectively | 404 | 404 |
| Additional paid-in capital | 24,596 | 24,596 |
| Accumulated deficit | (12,441) | 59,626 |
| Total shareholders’ equity (deficit) | 12,559 | 84,626 |
| Total capitalization | $83,679 | $100,287,559 |
| (1) | The $202,933 over-allotment liability represents the value of the 45-day over-allotment option granted to the underwriter to purchase up to 1,500,000 additional units at the initial public offering price, less the underwriting commissions. This over-allotment option is considered a freestanding financial instrument, indexed on the contingently redeemable shares, and is accounted for as a liability in accordance with ASC 480. |
| (2) | All of the 10,000,000 Class A ordinary shares sold as part of the units in this offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated memorandum and articles of association. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the outstanding Class A ordinary shares are presented as temporary equity, outside of the shareholders’ equity section of our balance sheet. Given that the 10,000,000 Class A ordinary shares sold as part of the units in the offering will be issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The resulting discount to the initial carrying value of temporary equity will be accreted upon the closing of this offering such that the carrying value will equal the redemption value on such date. The accretion or remeasurement will be recognized as a reduction to retained earnings, or in the absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares will be excluded from earnings per share as the redemption value approximates fair value. |
| (3) | The "Actual" share amount reflects the total number of founder shares prior to any forfeitures. The "As Adjusted" share amount assumes (i) no exercise of the underwriters’ over-allotment option, and (ii) the forfeiture of 527,027 founder shares in connection with the offering. |
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