Patriot Acquisition

The filing establishes the initial terms for the SPAC, including redemption rights (public shareholders can redeem at $10.05 per share, with a 15% cap on aggregate redemptions if a shareholder vote is held, and a beneficial owner identification requirement), trust investment guidelines, sponsor compensation and lock-up provisions, conflicts of interest, and the targeted investment strategy (financial services, specialty finance, fintech, community banking). It also contains audited financial statements and risk factors relevant to the IPO and future business combination.

Establishes the baseline trust value, deadline, sponsor economics, redemption rules, and business strategy for a new SPAC; investors will track trust per share, deadline extensions, redemptions, and deal progress against these terms; also includes going concern qualification and Investment Company Act risk disclosures

The prospectus attributes severe post-combination dilution directly to the public float, stating that any PIPE or strategic equity raised during the business combination will mechanically expand the founder share conversion ratio beyond standard one-to-one treatment.

What changed: Quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed by Patriot Acquisition Corp. (PTAC), a blank-check company still searching for a target. The SPAC had no operations or trust account during the quarter. All significant activity occurred after the balance sheet date: the IPO closed on May 18, 2026 (16M units at $10.00, $160M gross), the over-allotment was partially exercised on May 21, 2026 (1.5M additional units, $15M gross), and a total of $175.875M was placed in the trust account, yielding an initial trust value of $10.05 per share. The sponsor surrendered 1.15M founder shares for no consideration and transferred 400,000 founder shares to four independent director nominees and two officers at $0.004 per share. The underwriters have 45 days to purchase the remaining 900,000 over-allotment units. The completion window is 18 months from the IPO closing (i.e., by November 15, 2027). No target has been identified and no substantive discussions have occurred. Why it matters: This first post-IPO quarterly report establishes the baseline trust value ($10.05 per share), redemption mechanics, and deadline. It also details sponsor conduct, including the surrender of founder shares and the transfer of shares to insiders at a nominal price, which may affect future dilution and investor confidence. The filing confirms that the SPAC is actively searching for a target in the financial and business services sector (FIG Sector).

What changed: A Joint Filing Agreement submitted as Exhibit 99.1 to a Schedule 13G. The undersigned entities and individuals—Patriot Acquisition Sponsor LLC; Patriot Financial Advisors, L.P.; Patriot Financial Advisors LLC; W. Kirk Wycoff; and James F. Deutsch—acknowledge under SEC Rule 13d-1(k) that they will file jointly on behalf of themselves. Each party accepts sole responsibility for the timeliness, completeness, and accuracy of information pertaining to itself, while expressly disavowing responsibility for the others’ disclosures unless it knows or has reason to believe such information is inaccurate. The agreement bears the handwritten signatures of W. Kirk Wycoff and James F. Deutsch and is dated June 11, 2026. The attachment contains no operative Schedule 13G data table. Consequently, no shares beneficially owned, percentage of outstanding securities, acquisition timing, cost basis, or stated investment purpose are disclosed. There is no reported shift in sponsor equity concentration, no updated purpose clause that would hint at a pending merger target, no extension voting arrangement, and no adjustment to redemption windows or trust distribution mechanics. The only documented development is the administrative execution of a shared filing protocol among the five named Patriot-affiliated parties, as confirmed by the signing officers on June 11, 2026. Why it matters: For investors tracking SPAC redemption deadlines, per-share trust balances, target pursuit velocity, extension procedures, or sponsor conduct, this exhibit supplies zero actionable positioning intelligence until the parent 13G schedule is produced. A joint filing agreement alone cannot indicate whether the sponsor group has accumulated additional shares, aligned with a potential acquisition team, modified its stated intent relative to a business combination, or coordinated upcoming shareholder actions. Without the principal disclosure’s numerical holdings and narrative purpose statement, the document cannot inform assumptions about the completion horizon, trust value maintenance, or any forthcoming proxy or tender processes. The filing exclusively confirms procedural coordination among the listed affiliates and does not independently trigger any redemption, extension, or deal-progression metric.

What changed: A Form 8-K current report accompanied by an unaudited pro forma balance sheet (Exhibit 99.1) that discloses the closing of the initial public offering, the partial exercise of the underwriters’ over-allotment option, simultaneous private placement warrant transactions, updated trust account deposits, and revised capitalization and liability figures. According to the company, its initial public offering closed on May 18, 2026, issuing 16,000,000 units at $10.00 per unit to generate $160,000,000 in gross proceeds, with each unit comprising one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share. The company states that simultaneously, it sold 5,200,000 private placement warrants to Patriot Acquisition Sponsor LLC and Keefe, Bruyette and Woods, Inc. (KBW) at $1.00 per warrant for $5,200,000, of which the Sponsor purchased 4,140,000 and KBW purchased 1,060,000. The company reports that KBW partially exercised the 45-day over-allotment option on May 20, 2026, purchasing 1,500,000 additional units for $15,000,000, with closing on May 21, 2026. Concurrently, the company completed an additional private placement of 75,000 warrants to KBW at $1.00 per warrant for $75,000. The company states that $15,075,000 in net proceeds from these May 21 transactions was placed into the trust account on May 21, 2026, bringing the total trust balance to $175,875,000. The pro forma balance sheet explicitly lists 17,500,000 Class A ordinary shares subject to possible redemption at a stated redemption value of $10.05 per share. The company discloses that the deferred underwriting fee increased by $825,000 to a total of $7,225,000. Regarding sponsor conduct and founder equity, the company notes that Patriot Acquisition Sponsor LLC surrendered 1,150,000 Class B ordinary shares to the company for no consideration on May 14, 2026, leaving 4,600,000 founder shares outstanding. Because of the partial over-allotment exercise, 375,000 founder shares are no longer subject to forfeiture, while 600,000 remain forfeitable if the remaining 900,000-unit over-allotment option is not fully exercised by the underwriters. The filing confirms the underwriters retain a 45-day window from the IPO date to purchase the remaining 900,000 Units. The company makes no statement altering the November 15, 2027 liquidation deadline or the entity’s searching status. Why it matters: This filing establishes the post-over-allotment baseline for redemption mechanics, explicitly confirming that 17,500,000 public shares carry a company-stated redemption value of $10.05 each, fully backed by $175,875,000 held in the trust account. Investors tracking trust sufficiency can verify that the partial over-allotment closed at the contracted price, with all $15,075,000 in related net proceeds flowing directly into the trust. The disclosed sponsor share surrender (1,150,000 Class B ordinary shares) and conditional forfeiture mechanics (375,000 released, 600,000 at risk) clarify the post-OPE capitalization geometry and define the dilution profile if the remaining over-allotment lapses. The $7,225,000 deferred underwriting liability represents a fixed cash outflow obligation that must be satisfied from the trust or merger consideration upon completion of a business combination, according to the pro forma disclosures. The unaudited pro forma balance sheet presents total assets of $177,610,639, current liabilities of $668,714, total liabilities of $7,893,714, additional paid-in capital of $732,900, accumulated deficit of $(6,158,535), and total shareholders’ deficit of $(6,158,075), as prepared by the company. Thomas Cestare, chief financial officer, attested to the filing on June 8, 2026. The report serves as a mechanical capitalization and trust-funding update; it does not advance target identification, propose a business combination timeline, or modify the expiration framework.

What changed: A Form 8-K Current Report accompanying an audited balance sheet, announcing the consummation of the Initial Public Offering and a partial exercise of the over-allotment option. According to the filing, Patriot Acquisition Corp. completed its IPO on May 18, 2026, placing $160,800,000 into its trust account at $10.05 per share for 16,000,000 public shares. Subsequently, on May 21, 2026, the underwriter Keefe, Bruyette and Woods, Inc. (“KBW”) partially exercised its over-allotment option for 1,500,000 additional units, and the Company sold 75,000 extra private placement warrants to KBW. Consequently, an additional $15,075,000 was deposited into the trust account, bringing the aggregate proceeds to $175,875,000. The filing also discloses that on May 14, 2026, the Sponsor surrendered 1,150,000 founder shares and transferred 400,000 founder shares to four independent director nominees and two officers for an aggregate purchase price of $1,736 at approximately $0.004 per share. Why it matters: The updated trust balance of $175,875,000 establishes the maximum pool available for public shareholder redemptions or distribution upon liquidation if the Company does not complete a business combination within 18 months of the May 18, 2026 closing. The partial exercise of the over-allotment reduces the number of founder shares subject to forfeiture to 375,000. Underwriting discounts remain deferred until business combination completion. Regarding corporate strategy and personnel, the Company’s filing states it has not selected any target and holds no substantive discussions. Management intends to focus exclusively on the financial and business services sector, specifically commercial banks, specialty finance, and financial technology. The Sponsor and directors affirmed via letter agreement that they will waive redemption rights for founder shares, waive liquidating distributions for those shares upon failure to combine, and vote their founder shares in favor of the initial business combination.

What changed: Form 8-K Current Report and accompanying Press Release announcing the closing of a partial exercise of the underwriter’s over-allotment option in connection with the company’s initial public offering. Mechanics updated through the May 21, 2026 closing of 1,500,000 Over-Allotment Option Units at $10.00 per unit, generating $15,000,000 in gross proceeds. Simultaneously, 75,000 additional Private Placement Warrants were privately sold to Keefe, Bruyette & Woods for $75,000. Net proceeds of $15,075,000 were deposited into the trust account, establishing a total trust balance of $175,875,000. The aggregate unit count reached 17,500,000, yielding combined gross proceeds of $175,000,000 prior to deducting underwriting discounts and estimated offering expenses. Warrants remain exercisable at $11.50 per share and trade as whole instruments post-separation. Why it matters: The expanded capitalization alters the trust value metric and shareholder dilution baseline ahead of any de-SPAC transaction. Substantive details from the attached press release outline the company's operational roadmap: it intends to concentrate efforts identifying targets in the financial industry group (FIG Sector), focusing on fee-based fintech, specialty finance, and digital banking companies, though it may pursue opportunities in any industry. Executive leadership comprises Chief Executive Officer and Chairman Jack Kopnisky, alongside Chief Financial Officer and Vice Chairman Thomas Cestare. The Board includes James Barresi, Robert Jones, Michael Taff, and Joseph V. Topper, Jr., according to the filing. Keefe, Bruyette & Woods, A Stifel Company served as sole book-running manager. Securities began separate listing on Nasdaq following the May 13, 2026 declaration of effectiveness and May 15, 2026 trading commencement. Standard forward-looking statement disclaimers and risk factor cross-references accompany the announcement.

What changed: Rule 424(b)(4) IPO Prospectus Supplement. This filing establishes the public offering mechanics for 16,000,000 units priced at $10.00 per unit ($160,000,000 gross). The prospectus mandates that $160,800,000 (or $184,920,000 if the underwriters exercise their 45-day over-allotment option fully) be deposited into a U.S.-based trust account administered by Continental Stock Transfer Trust Company, equating to $10.05 per unit. Why it matters: Prospectus management outlines an investment thesis concentrated in the financial services industry sector, prioritizing specialty lenders, fintech platforms, payment networks, and community banks. The filing cites a reported $20 trillion U.S. specialty finance market in 2024, and projects the global fintech segment to expand from $340.10 billion (2024) to $1,126.64 billion by 2032 at a 16.2% CAGR. Management attributes sector consolidation momentum to 168 U.S. bank M&A transactions announced through November 25, 2025, aggregating $46.1 billion in deal value.

What changed: Form 8-K filed by Patriot Acquisition Corp. (PTAC) for the consummation of its initial public offering (IPO) on May 18, 2026, plus all underlying agreements (Underwriting, Trust, Warrant, Registration Rights, etc.) that are standard for a blank-check company's IPO. Patriot Acquisition Corp. completed its IPO of 16,000,000 units at $10.00 per unit, generating gross proceeds of $160,000,000. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. The underwriters have a 45-day over-allotment option for up to 2,400,000 additional units. Simultaneously with the IPO, the Sponsor (Patriot Acquisition Sponsor LLC) purchased 4,140,000 private placement warrants at $1.00 each, and Keefe, Bruyette & Woods, Inc. (KBW) purchased 1,060,000 private placement warrants at $1.00 each (or up to 1,180,000 if the over-allotment is fully exercised). A total of $160,800,000 from the IPO and private placement proceeds was deposited into a trust account. This trust represents the per-share trust value of approximately $10.05 per public share. Why it matters: This filing establishes the fundamental mechanics for investors. The trust value is $10.05 per share, the deadline to complete a business combination is 18 months from closing (November 18, 2027), and the deadline can be extended only with a shareholder vote. The trust can be liquidated early only if the board approves. The Sponsor agreed to forfeit up to 600,000 founder shares if the over-allotment is not fully exercised, ensuring insiders will own 20% of the post-IPO shares. The officers and directors are locked up from selling their founder shares for one year after a deal, or earlier if the stock trades above $12.00 for 20 out of 30 days.

What changed: A routine compliance exhibit classified as a Form 3 insider ownership report. The filing states that reporting person Robert G. Jones (director) has disclosed no non-derivative transactions or holdings. Accordingly, no insider trading activity alters the SPAC’s redemption mechanics, trust value schedule, extension parameters, or deal progression. The $10.05 trust/share baseline and 2027-11-15 deadline remain unaffected by this submission. Why it matters: An uneventful Form 3 serves as mandatory registry maintenance for a searching SPAC, confirming that the named director has either concluded prior disclosure cycles or holds no reportable equity or warrant position. This administrative silence carries no predictive weight for shareholders redeeming at the $10.05 threshold before the 2027-11-15 expiry, nor does it signal sponsor behavior shifts or target acquisition momentum. The document contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes beyond the standard issuer and reporting person identifiers.

What changed: A routine compliance exhibit: SEC Form 3 — Insider Ownership Report. The Form 3 filing discloses that Cestare Thomas David (director, Chief Financial Officer) submitted an initial statement of beneficial ownership explicitly recording 'No non-derivative transactions or holdings reported.' The document provides no update to the SPAC’s SEARCHING status, references no redemption deadline adjustments, touches no trust share value, announces zero deal progress, records no extension filings, and notes no shifts in sponsor conduct. Why it matters: Investors tracking redemption mechanics should note this filing establishes the CFO’s formal SEC registration during the pre-deal SEARCHING phase. The documented absence of reported holdings or purchase transactions signals no immediate insider capital deployment or position-building that typically precedes a target combination or extension vote. While mechanically inert for the calendar and trust value, it confirms mandatory reporting infrastructure is in place ahead of potential business combination negotiations.

What changed: FORM 3 — insider ownership report filed under Section 16(a) of the Securities Exchange Act of 1934, documenting the initial acquisition of securities by designated corporate insiders. The filing identifies Patriot Acquisition Sponsor LLC, W.K. Wycoff, and James F. Deutsch as 10% owners of the issuer. The reporting persons explicitly state 'No non-derivative transactions or holdings reported,' confirming that none of these insiders executed stock purchases, sales, or derivative exercises during the reportable period. Consequently, the submission introduces no modifications to the redemption timeline, trust account mechanics, extension procedures, target business identification progress, or sponsor oversight posture. Why it matters: Because this is an initial position declaration rather than a record of ongoing market activity, the document procedurally registers the baseline 10% equity block before any future transactional activity triggers subsequent Forms 4 or 5. The filing contains no assertions regarding customer pipelines, revenue trajectories, market size estimates, strategic roadmaps, proprietary technology, partnership agreements, litigation exposure, or executive personnel changes. For investors tracking redemption deadlines, trust value preservation, extension voting schedules, or sponsor alignment, this submission operates as a compliance placeholder; it confirms the structural existence of the founder shares but provides no actionable signals regarding deal pacing, capital allocation, or shareholder protection mechanics.