PTOR SEC filings, in plain English
Everything Praetorian Acquisition has filed with the SEC that we hold — 26 filings, newest first, 24 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Schedule 13G beneficial ownership report identifying Aristeia Capital, L.L.C. as the reporting holder. The provided excerpt states only the filing type, SEC file number 0001172661-26-003575, and the holder name. It omits share quantities, percentage beneficial ownership, amendment indicators, and the stated purpose of the acquisition. With respect to tracked SPAC mechanics, it contains no statements regarding the January 26, 2028 deadline, the $10.147072687747036 trust per share balance, extension voting requirements, target selection progress, or sponsor conduct. Why it matters: Because the excerpt lacks disclosed equity levels, investment intent, or transactional disclosures, it does not independently signal a change in control, a shift in redemption liquidity dynamics, or a strategic pivot relevant to Praetorian Acquisition’s SEARCHING status. Complete filing text would be necessary to evaluate whether this reflects passive index positioning or active stake-building that could influence future special committee formation, shareholder outreach, or capital deployment timelines.(flagged for human review)
What changed: Routine compliance exhibit / Joint Filing Agreement accompanying a Schedule 13G beneficial ownership report. The document is a procedural joint filing agreement under Rule 13d-1(k). It establishes that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman will file one Schedule 13G on behalf of all four parties to report their combined beneficial ownership of Praetorian Acquisition Corp. shares as of June 30, 2026. According to the filing's text, Hayley Stein is named as attorney-in-fact to execute the schedule for each listed entity and individual. The agreement contains no provisions altering the trust account balance of $10.147072687747036 per share, does not modify the January 26, 2028 business combination deadline, introduces no extension mechanisms, discloses no target deal progress, and outlines no changes to sponsor conduct or shareholder redemption procedures. Why it matters: For investors tracking redemption windows, trust preservation, or combination execution, this filing provides zero mechanical leverage. It functions solely as an administrative coordinate for SEC regulatory submission, confirming that Magnetar-affiliated funds maintained positions through the close of Q2 2026. The document reports no commercial activity, customer relationships, revenue metrics, market size estimates, strategic initiatives, technology disclosures, partnership announcements, litigation status, or personnel movements. Its only actionable takeaway is transparent ownership consolidation for a single reporting period, carrying no predictive weight on how those holders may vote on extensions, target selections, or redemptions.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026. This is the SPAC’s first quarterly report after its January 2026 IPO and full over-allotment exercise, establishing baseline financials. Key data points include: trust account of $256.7M (redemption value $10.15/share); net income of $1.0M in Q2 2026 ($2.1M YTD) from trust interest; $1.79M cash outside trust; going concern qualification due to mandatory liquidation date of January 26, 2028; total operating expenses of $1.26M in Q2 2026. Why it matters: The filing confirms the trust per-share value ($10.15) and the strict 24-month deadline (January 26, 2028). The going concern disclosure signals risk if no deal closes by then. The $7.59M deferred underwriting fee will be paid from the trust upon a business combination, reducing proceeds. No target has been identified, and the company has had no substantive discussions with any target.
What changed vs 2026-05-08trust $254.5M → $256.7M +1%going concern APPEAREDtrust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $254.5M$256.7M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2028-01-26
- Sponsor loans outstanding
- $130K · unchanged
SpacBrain reads this as $2,266,535 was added to the trust between the two filings.
The clause …“costs 239,716 Long-term prepaid insurance 63,000 Marketable securities held in Trust Account 256,720,939 Total Assets $ 258,764,320 $ 264,716 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“of the Company. Management has determined that the liquidity condition raises substantial doubt about the Company s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“negotiate and complete a business combination. The Company initially has until January 26, 2028 to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination,”…
The clause …“Initial Public Offering. On January 26, 2026, the Company repaid the total outstanding balance of the promissory note amounting to $ 129,650 . Borrowings under the promissory note are no longer available. Administrative Services”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G Joint Filing Agreement (Exhibit 99.1) under Rule 13d-1(k) establishing a reporting group for beneficial ownership disclosure. Multiple LMR Partners operating entities—LMR Partners LLP, LMR PARTNERS Ltd, LMR Partners LLC, LMR Partners AG, LMR PARTNERS (DIFC) Ltd, LMR Partners (Ireland) Limited—and natural persons Ben Levine and Stefan Renold formally acknowledged joint liability for filing a single Schedule 13G on May 15, 2026. Signatories Shane Cullinane (Chief Operating Officer), Allyson Hanlon (Deputy General Counsel), Levine, and Renold accepted responsibility for the accuracy and timeliness of the aggregate disclosure while explicitly disclaiming individual responsibility for the other parties’ separate data. Why it matters: The instrument does not disclose share quantities, purchase prices, or voting intentions, so it does not mechanically alter Praetorian’s redemption timeline, per-share trust balance, or business combination deadline. Because Schedule 13G filings denote passive investment thresholds rather than active control-seeking behavior, the agreement signals no imminent shareholder vote pressure, sponsor replacement attempts, or extension requests. Absent explicit claims about customer pipelines, revenue forecasts, partnership structures, or litigation exposure in the exhibit, the filing solely formalizes an existing institutional holding posture without introducing new operational or governance variables for redemption-era investors.
What changed: Quarterly report (Form 10-Q) for the first quarter ended March 31, 2026, filed by Praetorian Acquisition Corp., a blank-check company still searching for a target. This is the first 10-Q since the IPO closed on January 26, 2026, and the over-allotment option was exercised on March 16, 2026. The trust account now holds $254,454,404 (redemption value $10.06 per share), up from zero. The company reported net income of $1,071,660 from interest income on trust assets. 25,300,000 Class A shares are subject to possible redemption. The deferred underwriting fee is $7,590,000. The 1,100,000 Class B founder shares subject to forfeiture were freed upon the full over-allotment exercise. Why it matters: This filing establishes the baseline post-IPO financial position (trust value, cash on hand, liabilities) against which all future redemptions and deal costs will be measured. The trust per-share value of $10.06 is above the IPO price of $10.00, providing a small premium. The company has 24 months (to January 2028) to complete a deal, potentially extended to 27 months. No target has been identified, and no substantive discussions have occurred.
What changed: A Schedule 13G, which is a statutory beneficial ownership report filed by Praetorian Sponsor LLC and Dr. Justin Di Rezze. According to the filing dated April 13, 2026, Praetorian Sponsor LLC and Dr. Justin Di Rezze confirm their ongoing beneficial ownership of Praetorian Acquisition (PTOR). The submitted excerpt does not disclose adjusted share counts, percentage changes, or amendments to voting or dispositive power relative to prior disclosures. Consequently, the company retains its SEARCHING status, a hard redemption deadline of January 26, 2028, and an unchanged trust value of $10.147072687747036 per share. Why it matters: For investors tracking sponsor alignment, redemption mechanics, and timeline execution, this routine Schedule 13G verifies that both the sponsor vehicle and Dr. Justin Di Rezze maintain reported economic exposure as the organization advances toward its 2028-01-26 business combination cutoff. Because the submission contains no quantity revisions, no extension resolutions, and no merger or liquidation directives, it does not alter the $10.147072687747036 per-share trust distribution, trigger shareholder votes, or signal imminent deal closure. It solely documents static insider positioning during the pre-acquisition phase, preserving sponsor confidence without mechanically impacting redemption calculus or capital deployment schedules.
What changed: Form 10-K annual report for the fiscal year ended December 31, 2025, filed by Praetorian Acquisition Corp., a blank-check SPAC. This is PTOR's first 10-K since its September 29, 2025 incorporation and its January 26, 2026 IPO (including full over-allotment exercise on March 16, 2026). The filing reports a net loss of $49,204 from inception through year-end, a zero-cash position, and a working capital deficit of $263,920 as of December 31, 2025. It confirms the trust account held $253,000,000 as of March 16, 2026, or approximately $10.00 per public share. Management discloses a material weakness in internal control over financial reporting due to limited personnel and lack of segregation of duties. No target has been selected; no substantive discussions with any business combination target have occurred. The filing also identifies that the sponsor has two passive minority members from foreign states and one from the UAE, introducing CFIUS risk. Why it matters: This filing establishes the baseline financial position and operational status for a newly public SPAC. Key items for investors: (1) the trust value of ~$10.00 per share as of early 2026; (2) a 24-month deadline (Jan 26, 2028) to complete a deal, with a potential 3-month extension if a LOI is signed; (3) a Nasdaq 36-month requirement that effectively forces a deal by Jan 22, 2029 to avoid delisting; (4) a disclosed material weakness in internal controls; and (5) the CFIUS risk tied to foreign sponsor members. The filing includes detailed management biographies and prior SPAC track records (Inflection Point, Far Peak). No changes to redemption mechanics, trust value, or deadline have been made.
What changed: This filing is a Form 8-K current report filed by Praetorian Acquisition Corp. According to the registrant, underwriters represented by Clear Street LLC fully exercised their 45-day over-allotment option on March 12, 2026, closing on March 16, 2026, which added 3,300,000 additional units priced at $10.00 per unit for $33,000,000 in gross proceeds. Simultaneously, Praetorian Sponsor LLC purchased 330,000 additional private placement warrants at $1.00 each for $330,000, bringing total private placement warrant sales to 5,000,000 warrants and $5,000,000 in gross proceeds. The company issued 24,750 extra representative shares to the underwriters. Following these transactions, total public units sold stand at 25,300,000, yielding $253,000,000 in aggregate gross proceeds from the IPO and over-allotment, all of which was deposited into the trust account per the company’s disclosure. An unaudited pro forma balance sheet dated March 16, 2026, prepared by the registrant, reflects cash held in the trust account at $253,000,000 and total assets of $255,476,698. The filing reiterates redemption mechanics, noting a 24-month deadline to complete an initial business combination from the January 26, 2026 IPO closing (extending to 27 months if a letter of intent is executed within 24 months), alongside underwriter waivers of redemption rights for representative shares and 180-day trading restrictions. Why it matters: The expanded capital base directly increases the trust account to $253,000,000, altering per-share redemption valuations and funding capacity for any future acquisition. Confirming the full over-allotment exercise indicates strong underwriter participation but also expands the public float to 25,300,000 shares subject to potential redemption. The unchanged redemption timeline and explicit waiver language mean investors must monitor the January 26, 2028 deadline closely for any extension proposals or forced liquidation scenarios. Chief Executive Officer Justin Di Rezze, M.D., signed the March 19, 2026 report, confirming the registrant’s continued status as a Cayman Islands-incorporated shell company operating out of Miami, Florida, actively searching for a target without disclosing specific sectors, customer pipelines, revenue forecasts, or partnership discussions.
What changed: Form 8-K Current Report accompanied by a press release announcing the separate trading commencement of class A ordinary shares and warrants following the initial public offering. Praetorian Acquisition Corp. announced that commencing March 16, 2026, holders of its IPO units will be able to separately trade the underlying class A ordinary shares (ticker: PTOR) and warrants (ticker: PTORW) instead of holding combined units (ticker: PTORU). Each unit consisted of one class A ordinary share (par value $0.0001 per share) and one-third of one redeemable warrant. The press release specifies that no fractional warrants will be issued upon separation, meaning only whole warrants will trade. Warrants are exercisable at $11.50 per share. Separation requires holders to direct their brokers to contact the transfer agent, Odyssey Transfer and Trust Company. Clear Street LLC acted as the sole book-running manager for the offering. The board comprises Justin Di Rezze M.D. (CEO), Peter Ondishin (CFO), Nicole Seligman, Alex Elias, and Erica Dorfman. Why it matters: This is a standard post-IPO mechanical event that alters the capital structure's liquidity profile without changing the trust account, redemption deadline, or acquisition timeline. Investors tracking secondary market availability should note that PTOR and PTORW begin independent trading on March 16, 2026, while PTORU continues to represent unsplitted units. The $11.50 warrant strike and zero-fraction policy may affect arbitrage behavior and retail positioning ahead of any merger vote, but no amendments to the trust, extension mechanics, or sponsor conduct are disclosed here.
What changed: A routine compliance exhibit: a Schedule 13G joint filing agreement (Exhibit B) executed pursuant to Rule 13d-1(k) to consolidate beneficial ownership disclosures for Praetorian Acquisition Corp. The filing documents a shared reporting obligation among Steadfast Capital Management LP, American Steadfast, L.P., Steadfast International Master Fund Ltd., and Robert S. Pitts, Jr., establishing that a single 13G statement dated February 2, 2026 covers all four entities. Because the group submitted a 13G rather than a 13D, the document reflects that the stakeholders classify their positions as passively held for investment purposes. According to the attachment, the holders have no stated intention to influence board composition, approve a business combination, renegotiate trust distributions, trigger early redemptions, or alter the sponsor’s managerial authority. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this excerpt introduces no mechanical adjustments. The joint filing agreement contains only execution blocks signed by Sheena Koshy (characterized in the document as Chief Operating Officer and Director) and Robert S. Pitts, Jr., along with internal identifiers 0001013594-26-000110 and 14287703.2. It discloses zero share quantities, percentage ownership, acquisition dates, funding commitments, or target pursuit status. Because the filing confirms passive positioning and omits corporate action triggers, it neither shifts the trust distribution schedule, modifies public trading mechanics, nor signals sponsor-led restructuring. The substantive utility of this specific page is limited to verifying which affiliated entities are bundled under one SEC reporting umbrella; complete economic weight requires the accompanying Schedule 13G disclosure form.
What changed: A Form 8-K Current Report filed by Praetorian Acquisition Corp. on January 30, 2026, announcing the consummation of its initial public offering on January 26, 2026, and submitting an audited balance sheet and notes to financial statements as of that date. The Company reports completing its IPO of 22,000,000 units at $10.00 per unit, generating gross proceeds of $220,000,000, alongside a concurrent private placement to Praetorian Sponsor LLC for 4,670,000 warrants generating $4,670,000. Per the audited balance sheet, $220,000,000 was deposited into a U.S.-based Trust Account administered by Odyssey Transfer and Trust Company. Non-trust assets recorded include $2,465,198 in cash, $133,000 in prepaid expenses, and $126,000 in long-term prepaid insurance. Total liabilities are reported as $6,903,400, comprising $6,600,000 in deferred underwriting fees owed to Clear Street LLC. The filing establishes a 24-month Completion Window to finalize an initial business combination, expandable to 27 months if a letter of intent is signed within the first 24 months, with further extensions permissible only via shareholder approval. The Company discloses that sponsors and insiders have waived redemption rights for founder shares and pledged to vote them in favor of a combination. Annual interest withdrawals from the Trust for working capital are capped at $300,000. A newly effective administrative services agreement commits the Company to pay the Sponsor $25,000 monthly. The Company also confirms availability of up to $1,500,000 in Working Capital Loans, which remain undrawn. Why it matters: This filing fixes the initial capital structure and redemption parameters that will govern all future holder exits and liquidation scenarios. According to Company disclosures, public shareholders will be entitled to redeem shares at a per-share price derived from the Trust Account balance divided by outstanding public shares, adjusted for interest and permitted withdrawals. The 80% fair market value screening benchmark and mandatory 50% voting control requirement impose strict target acquisition criteria. While the Sponsor has contractually agreed to indemnify the Company if third-party claims reduce the Trust below $10.00 per share, the Company explicitly warns it has not verified the Sponsor’s solvency and believes the Sponsor’s only assets are Company securities, creating uncertainty around indemnity fulfillment. The documented $9,216,648 in transaction costs and recurring administrative fees deplete pre-combination working capital, increasing reliance on potential sponsor-backed loans. The underwriters’ unexercised 45-day over-allotment option remains active, leaving the final public float, trust composition, and deferred compensation levels unresolved. Management asserts there are no substantive discussions with business combination targets, no operating revenues, and no known issues regarding unrecognized tax benefits. Independent auditor WithumSmith+Brown, PC confirmed the financial statement presents fairly the Company’s position in conformity with US GAAP. The Company retains emerging growth company status with corresponding reporting exemptions.
What changed: Schedule 13G — beneficial ownership report. The filing, submitted under control number [0001193125-26-031828], lists Blackstone Aqua Master Sub-Fund, Blackstone Alternative Solutions L.L.C., Blackstone Holdings I L.P., Blackstone Holdings I/II GP L.L.C., Blackstone Inc., Blackstone Group Management L.L.C., and Stephen A. Schwarzman as declaring beneficial ownership of Praetorian Acquisition (PTOR) shares. The provided excerpt specifies no share quantities, percentage holdings, transaction dates, or adjustments relative to prior reports. Why it matters: As a Schedule 13G, the named Blackstone entities and Mr. Schwarzman are publicly certifying their aggregate equity positions under SEC disclosure rules. For investors tracking the redemption calendar, the stated $10.147072687747036 trust value, and the 2028-01-26 deadline, this filing reveals a coordinated institutional bloc but supplies zero data on redemption intent, extension voting behavior, target evaluation progress, or sponsor conduct. The filers make no claims regarding revenue, market size, strategy, technology, partnerships, or litigation in this excerpt. Because exact position sizes and purpose-of-investment statements are absent, the mechanical trust trajectory and SEARCHING status remain unchanged, though the disclosure establishes a documented ownership footprint that may become materially relevant once precise figures or amendment filings surface.
What changed: A Joint Filing Agreement and Schedule 13G confirming that Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will collectively report their beneficial ownership of Praetorian Acquisition Corp.'s Class A Ordinary Shares, par value $0.0001 per share, under Securities Exchange Act Rule 13d-1(k). The filing establishes a single reporting vehicle for the three named parties' combined stake in Praetorian. It contains zero language altering the fund's redemption procedures, trust accounting, deadline extension rights, target acquisition progress, or sponsor fiduciary duties. Why it matters: As a routine securities ownership disclosure, the agreement does not modify PTOR's mechanics, including its scheduled liquidation window or cash reserve per share. It provides no intelligence on customer concentration, revenue streams, market positioning, technological roadmaps, partnership terms, pending litigation, or executive personnel changes. For holders watching institutional accumulation ahead of any eventual business combination vote, the exhibit signals coordinated ownership reporting but attaches no conditions, warrants, or conversion triggers to the shares referenced.
What changed: Form 8-K reporting the closing of the initial public offering (IPO) and entry into material definitive agreements. The SPAC completed its IPO of 22,000,000 units at $10.00 per unit, generating $220,000,000 in gross proceeds, all deposited into a trust account. The trust holds $10.00 per public share. The deadline to complete a business combination is 24 months from closing (or 27 months if a letter of intent is executed within 24 months). The sponsor purchased 4,670,000 private placement warrants at $1.00 each. The underwriter received 165,000 representative shares. The board of directors was appointed, and standard governance documents were adopted. Why it matters: This filing establishes the trust value, redemption mechanics, and the timeline for the SPAC's search. Investors can now monitor the trust per share, the deadline, and any sponsor actions. The SPAC is now in the 'searching' phase with a defined window to find a target.
What changed: Prospectus filed pursuant to Rule 424(b)(4) for an initial public offering of units. This document is a prospectus filed pursuant to Rule 424(b)(4) for an initial public offering of units. Regarding mechanics, the company states it has not selected a business combination target and has not initiated substantive discussions with any target. Why it matters: Investors monitoring this SPAC should recognize that the absence of a target or active discussions confirms the entity remains in the initial search phase, making the prospectus structuring the primary reference for valuation dynamics. The defined redemption formula and exclusion of Inflation Reduction Act excise taxes establish clear liquidity baselines, while the unlimited extension framework paired with mandatory pro-rata trust distributions preserves shareholder optionality without imposing hard deadlines beyond the disclosed 24-to-27-month window.
What changed: A Form 3, which is a routine insider ownership report and initial statement of beneficial ownership filed for director Elias Alexander Philip regarding Praetorian Acquisition Corp. The filing text explicitly states 'No non-derivative transactions or holdings reported,' indicating no adjustment to the reporting director’s registered equity position. Consequently, there is no alteration to sponsor alignment metrics, voting power distributions, or trust account drawdown mechanics relevant to redemptions or extensions. The document contains no substantive claims, operational updates, or forward-looking statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes beyond the standard issuer designation and SEC receipt number. Why it matters: For investors monitoring the SEARCHING phase, the business combination timeline, and the stated per-share trust balance, this submission provides no new data point on insider accumulation, distribution, or hedging behavior. The lack of reported transactions signals that the director’s economic stake and voting influence remain static, meaning redemption thresholds, extension proposals, or sponsorship governance adjustments are unaffected by this filing dated 2026-01-22.
What changed: A Form 8-A for the registration of certain classes of securities under Section 12(b) of the Securities Exchange Act of 1934, registering units, Class A ordinary shares, and redeemable warrants for quotation on The Nasdaq Stock Market LLC. Praetorian Acquisition Corp. formally registered its public securities with the SEC and Nasdaq through this Form 8-A. Why it matters: For investors tracking redemption deadlines, trust preservation, and sponsor conduct, this filing functions as routine administrative confirmation that the SPAC's capital structure is formally listed and actively maintained while searching for a target. The explicit $11.50 warrant strike price and the one-third warrant-per-unit ratio provide precise trading parameters for public equities and derivatives without introducing new redemption triggers, business combination timelines, or shareholder voting events.
What changed: A Form 3 Statement of Changes in Beneficial Ownership, functioning as a routine compliance exhibit for insider equity disclosure. Praetorian Sponsor LLC, identified as a 10% owner, submitted the report and explicitly attested that no non-derivative transactions or holdings were reported. Consequently, there are no updates to sponsor share balances, block trades, or derivative exercises that would alter insider control mechanics or public float calculations. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing confirms the sponsor has not executed buy/sell orders, pledged shares, or modified their equity position during this reporting window. The document contains no operational, financial, or strategic claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel. Because the reporting person’s declaration reflects zero movement, the filing temporarily isolates sponsor trading behavior from investor decision-making, requiring reliance on subsequent Form 4 filings or SPAC-specific corporate communications to gauge whether the 10% stake remains static ahead of the stated timeline. The submission carries low near-term materiality for valuation or timeline recalibration but serves as a necessary procedural verification of baseline ownership.
What changed: A Form 3 Statement of Changes in Beneficial Ownership filed on behalf of Praetorian Acquisition Corp. The filing discloses that reporting person Justin Di Rezze (director, Chief Executive Officer, and 10% owner) executed no non-derivative transactions or adjustments to existing holdings. Sponsor equity position remains entirely static. Why it matters: For investors monitoring redemption calendars, trust distribution mechanics, and sponsor alignment ahead of the 2028-01-26 deadline, this unchanged ledger indicates no recent capital deployment, tendering, or defensive buying by the CEO relative to the stated trust value of $10.147072687747036 per share. The document contains no assertions regarding pipeline development, merger negotiation status, extension voting outcomes, customer relationships, revenue metrics, technology capabilities, partnership frameworks, or litigation exposure. All contents are strictly the reporting person’s self-certification of unchanged beneficial ownership.
What changed: SEC Form 3 insider ownership report filed by Praetorian Acquisition Corp. on behalf of reporting person Ondishin Peter (director, Chief Financial Officer), which discloses no non-derivative transactions or holdings. No adjustments to the tracked mechanics: the redemption deadline remains 2028-01-26, the trust value per share remains $10.147072687747036, and the filing introduces no data on target acquisition progress, extension votes, or sponsor conduct. Why it matters: The document contains no operational, financial, or strategic claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel. The sole statement—that Ondishin Peter reported no non-derivative transactions or holdings—is sourced directly from the Form 3 submission and provides no material signal for investors monitoring SPAC execution or trust preservation. Because the filing confirms zero executive share movement, it neither alters cash runway dynamics nor impacts redemption calculus relative to the stated $10.147072687747036 per-share trust balance or the 2028-01-26 deadline. Confidence is 0.9 based on unambiguous issuer identification and precise, unrounded figure retention from the filing record.
What changed: Form 3 — insider ownership report. This document is a Form 3 — insider ownership report. The filer is director Erica Dorfman for issuer Praetorian Acquisition Corp. The text states: 'No non-derivative transactions or holdings reported.' There are no reported changes to director equity positions, no disclosures regarding SPAC mechanics (redemption windows, trust per-share accounting, extension proposals, or target acquisition status), and no assertions about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The filing contains no numerical figures whatsoever. Why it matters: For investors tracking redemption calendars, trust value trajectories, extension dynamics, deal progression, and sponsor conduct, this routine compliance exhibit signals zero shift in director ownership and introduces no new operational or financial variables. Because no holdings or transactions are recorded, the filing provides no observable measure of management conviction, does not affect conversion or redemption economics, and offers no advance indicator of whether the sponsor intends to pursue a business combination before the 2028-01-26 deadline. The absence of activity is consistent with standard initial reporting practices but leaves redemption and extension decision-making unchanged; investors must await subsequent filings or corporate communications for any actionable updates on deal search progress or trust administration.
What changed: an SEC Form 3 (initial statement of beneficial ownership) classified as an insider ownership report. As reported in the Form 3 filed by Director Nicole Seligman, there were no non-derivative transactions or holdings disclosed. Accordingly, there are no changes to insider equity positions, no shift in director or sponsor alignment, and no adjustment to the trust account balance of $10.147072687747036 per share or the 2028-01-26 business combination deadline. Why it matters: Investors tracking redemption windows, trust mechanics, and sponsor conduct should note that the absence of reported acquisitions confirms the director has not accumulated shares or executed off-exchange transfers that could signal pre-positioning ahead of a target announcement or extension vote. Because the filing documents zero insider movement while the SPAC remains in SEARCHING status, it carries no tactical implications for timeline acceleration, deal diligence progress, or cash-flow dynamics that would alter redemption calculations or holder strategy.
What changed: Amendment No. 1 to Form S-1 Registration Statement — this is a pre-effective amendment to the registration statement for Praetorian Acquisition Corp.'s initial public offering (IPO) of 22,000,000 units (or up to 25,300,000 if the over-allotment is exercised) at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant. The filing updates the registration statement with final terms and complete exhibits for the IPO. It is the amended version filed to respond to SEC comments and to price the offering. Key terms include: $220 million deposited in trust ($10.00 per share); 24-month deadline to complete a business combination (27 months if a letter of intent is signed within 24 months), extendable by shareholder vote with redemption rights; no limit on the number or duration of extensions. Trust per-share value at filing is $10.147 (derived from trust $10.00 plus earned interest). Sponsor purchased 8,433,333 founder shares for $25,000 ($0.003/share) and will buy 4,670,000 private warrants at $1.00 each ($4.67 million). Founders' shares convert at one-for-one, subject to anti-dilution adjustment to maintain ~24.9% of post-IPO shares. Underwriters get 165,000 representative shares (189,750 if over-allotment exercised), a cash fee of $0.075/unit at closing, plus a deferred fee of 3% of trust proceeds at business combination. No target has been selected; no substantive discussions have occurred. The company intends to focus on traditional sectors transformed by automation/AI. Why it matters: This is the S-1/A for a new SPAC seeking to raise $220 million (up to $253 million). The filing establishes all material terms: trust value, redemption mechanics, extension provisions, sponsor economics, and lock-up schedules. For investors tracking redemption deadlines and trust value, the trust per-share is $10.147072687747036 at filing, and the deadline is 24 months from closing. Key risk factors include potential investment company classification, sponsor conflicts (founder shares purchased at $0.003), dilution, and the ability to complete a business combination within the timeframe. The filing also discloses that the auditor report includes a going concern qualification. Director Nicole Seligman previously served on the board of Far Peak Acquisition Corp., which liquidated without a deal.
What changed: Registration statement on Form S-1 for an initial public offering of Praetorian Acquisition Corp., a blank check company seeking to acquire a target business in traditional sectors transformed by automation and artificial intelligence. Initial filing. No prior registration statement. The document sets forth the terms of the IPO: 22,000,000 units at $10.00/unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant. Trust account size $220,000,000 ($10.00 per unit). Deadline to complete business combination is 24 months (or 27 months if LOI signed within 24 months) from closing of this offering, extendable with shareholder approval. Sponsor purchased 8,433,333 founder shares for $25,000 and will purchase 4,670,000 private warrants. Management team and board disclosed. No target identified. Why it matters: This is the first public disclosure of all terms for this new SPAC. Investors should note the trust value per share (initially $10.00), the long deadline (up to 27 months, extendable), the material dilution from founder shares purchased at $0.003 per share, and the conflicts of interest due to sponsor and management incentives. The filing also reveals management's prior SPAC experience including a liquidation (Far Peak) and high redemption rates (IPAX 83% redemption). The board includes Nicole Seligman who was a director of liquidated Far Peak. These factors inform investor assessment of deal likelihood and conduct.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.