Praetorian Acquisition Corp. closes $220M IPO; units trade under 'PTORU'

Praetorian Acquisition Corp.

Gross proceeds of $220M from 22M units at $10.00 each; 45-day over-allotment option for up to 3.3M additional units.
Simultaneous private placement of 4.67M warrants to sponsor for $4.67M; private warrants identical to public warrants.
Total $220M placed in trust account; funds released only upon business combination, liquidation, or redemption.
Board expanded with four new directors (Ondishin, Seligman, Dorfman, Elias); audit committee formed.
Units began trading Jan 23, 2026 on Nasdaq under PTORU; Class A shares and warrants expected under PTOR and PTORW.

item 1.01 item 3.02 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Praetorian Acquisition Corp. issued 4,670,000 warrants of warrant to Praetorian Sponsor LLC for $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,670,000.

Security: warrant
Shares: 4,670,000 warrants
Purchaser: Praetorian Sponsor LLC
Consideration: $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,670,000

Exact text from the filing

Simultaneously with the closing of the Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 4,670,000 warrants (the “ Private Placement Warrants ”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,670,000.

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Praetorian Acquisition Corp. issued 165,000 Class A Ordinary Shares of common stock to Clear Street LLC (representative of the underwriters) for Issued in private placement upon consummation of the Offering; no separate consideration mentioned.

Security: common stock
Shares: 165,000 Class A Ordinary Shares
Purchaser: Clear Street LLC (representative of the underwriters)
Consideration: Issued in private placement upon consummation of the Offering; no separate consideration mentioned

Exact text from the filing

The Company also issued in a private placement to the Underwriters 165,000 Class A Ordinary Shares upon the consummation of the Offering (the “ Representative Shares ”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Praetorian Acquisition Corp.: Filed amended and restated memorandum and articles of association effective upon filing (effective 2026-01-22).

Change: charter amendment
Effective: 2026-01-22

Exact text from the filing

On January 22, 2026, in connection with the Offering, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which became effective on January 22, 2026.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Praetorian Acquisition Corp. entered into Private Placement Warrants Purchase Agreement with Praetorian Sponsor LLC (the “ Sponsor ”) (effective 2026-01-22).

Action: entry
Agreement: equity purchase
Counterparty: Praetorian Sponsor LLC (the “ Sponsor ”)
Effective: 2026-01-22

Exact text from the filing

A Private Placement Warrants Purchase Agreement, dated January 22, 2026 (the “ Private Placement Warrants Purchase Agreement ”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Praetorian Acquisition Corp. entered into Underwriting Agreement with Clear Street LLC, as representative of the several underwriters valued at gross proceeds to the Company of $220,000,000 (effective 2026-01-22).

Action: entry
Agreement: underwriting
Counterparty: Clear Street LLC, as representative of the several underwriters
Value: gross proceeds to the Company of $220,000,000
Effective: 2026-01-22

Exact text from the filing

An Underwriting Agreement, dated January 22, 2026, by and between the Company and Clear Street LLC, as representative of the several underwriters (collectively, the “ Underwriters ”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

View on SEC.gov

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Praetorian Acquisition Corp. filing history →

Source: SEC EDGAR

accession 0001213900-26-007868

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