UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On January 22, 2026, the registration statement on Form S-1 (File No. 333-291569) relating to the initial public offering (the “Offering”) of Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Registration Statement”). On January 26, 2026, the Company consummated its Offering, which consisted of 22,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $220,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-third of one redeemable warrant (each, a “Warrant”) of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Company has granted the underwriters a 45-day option to purchase up to 3,300,000 additional units at the initial public offering price, less underwriting discounts and commissions, to cover any over-allotments.
In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement for the Offering, originally filed with the U.S. Securities and Exchange Commission on November 14, 2025, as amended:
| ● | 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. |
| ● | A Warrant Agreement, dated January 22, 2026, by and between the Company and Odyssey Transfer and Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated January 22, 2026, by and among the Company, Praetorian Sponsor LLC (the “Sponsor”), and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated January 22, 2026, by and between the Company and Odyssey Transfer and Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated January 22, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | 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. |
| ● | An Indemnity Agreement, dated January 22, 2026, by and between the Company and each director and executive officer of the Company, a copy of the form of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated January 22, 2026, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated by reference. |
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Item 3.02. Unregistered Sales of Equity Securities.
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. The Private Placement Warrants are identical to the Warrants sold in the Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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”). The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that these securities cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the date of the Offering except as permitted under FINRA Rule 5110(e)(2). The Underwriters have agreed not to transfer, assign or sell any Representative Shares until the completion of the Company’s initial business combination. In addition, the Underwriter has agreed to (i) to waive their redemption rights with respect to the Representative Shares in connection with the completion of the initial Business Combination (ii) to waive their redemption rights with respect to the Representative Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the Offering (or 27 months if the Company executed a letter of intent for an initial business combination within 24 months from the closing of the Offering) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Offering (or 27 months, as applicable). The issuance of the Representative Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 22, 2026, in connection with the Offering, Peter Ondishin, Nicole Seligman, Erica Dorfman and Alex Elias (the “New Directors”) were appointed to the board of directors of the Company (the “Board”). Effective January 22, 2026, each of Ms. Seligman, Ms. Dorfman and Mr. Elias was appointed to the audit committee of the Board (the “Audit Committee”) with Ms. Dorfman serving as chair of the Audit Committee. Ms. Dorfman also qualifies as an “audit committee financial expert,” as defined in applicable rules of the U.S. Securities and Exchange Commission. Each of Mr. Elias and Ms. Dorfman was appointed to the compensation committee of the Board (the “Compensation Committee”), with Mr. Elias serving as chair of the Compensation Committee.
On January 22, 2026, the Company entered into indemnity agreements with each of Mr. Elias, Ms. Seligman, Ms. Dorfman, Mr. Ondishin, the Company’s Chief Financial Officer, and Dr. Justin Di Rezze, the Company’s Chief Executive Officer, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. On January 22, 2026, each of the officers and the members of the Board entered into a letter agreement with the Sponsor and the Company, which governs certain obligations of the officers and members of the Board in respect of the Company. The foregoing summaries of the indemnity agreements and the letter agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.5, and the letter agreement, which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
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Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
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. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
The information included in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
A total of $220,000,000, comprised of the proceeds from the Offering and the sale of the Private Placement Warrants (which amount includes $6,600,000 of the Underwriter’s deferred underwriting commissions), was placed in a U.S.-based trust account maintained by Odyssey Transfer and Trust Company, acting as trustee. Except with respect to the permitted withdrawals as further described in the prospectus contained in the Registration Statement and the interest earned on the funds in the trust account that may be released to the Company to pay its income taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the Offering (or 27 months, as applicable) (as such date may be extended by shareholder approval to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate our initial business combination, or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the Offering (or 27 months, as applicable) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On January 22, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On January 26, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PRAETORIAN ACQUISITION CORP. | ||
| By: | /s/ Justin Di Rezze, M.D. | |
| Name: | Justin Di Rezze, M.D. | |
| Title: | Chief Executive Officer | |
| Dated: January 26, 2026 | ||
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