IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on January 26, 2026, raising gross proceeds of $220 million from the sale of 22 million Units at $10.00 per Unit[24]. - An additional $33 million was raised through the over-allotment option, resulting in total gross proceeds of $253 million deposited in the Trust Account[30][31]. - The company has $213,400,000 available for a business combination after paying $6,600,000 in deferred underwriting commissions[48]. - The total funds in trust available for the initial business combination amount to $213.4 million[166]. - The company incurred total offering costs of $9,216,648, which included $1,320,000 in cash underwriting fees and $6,600,000 in deferred underwriting fees[206]. - The company has access to approximately $2,420,000 from the Initial Public Offering proceeds to cover potential claims, with estimated offering expenses of $600,000[127]. Business Combination and Strategy - The company has not yet selected a business combination target and has generated no operating revenues to date[20][21]. - The company intends to focus on acquiring established businesses of scale that are poised for continued growth and may need financial or operational enhancements[45]. - The company aims to complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[51]. - The company may structure its initial business combination to acquire less than 100% of the target business, provided it maintains a controlling interest[52]. - The company has not secured third-party financing for its initial business combination, which may affect its ability to complete a transaction[48]. - The company has not selected any business combination target and has not initiated substantive discussions with any potential targets[71]. - The company may pursue an initial business combination with a company affiliated with its Sponsor, officers, or directors, but will seek an independent valuation opinion in such cases[76]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[105]. Management and Team Experience - The Management Team, led by CEO Dr. Justin Di Rezze and CFO Peter Ondishin, is focused on identifying target businesses in traditional sectors that can benefit from automation and artificial intelligence[22][23]. - The management team has extensive global capital markets experience, enhancing the company's ability to complete successful business combinations[46]. - The Management Team has prior SPAC experience, including successful business combinations with companies like Intuitive Machines, Inc. and USA Rare Earth, Inc.[32][33]. - The company has two officers, with no full-time employees prior to the completion of the initial business combination[133]. Risks and Challenges - The company faces risks associated with identifying and assessing target businesses, which may impact post-business combination performance[36]. - The company may face significant competition from other SPACs in identifying and evaluating target companies, which could impact acquisition terms[79]. - The company may incur losses from costs associated with identifying and evaluating prospective target businesses that do not result in a completed business combination[78]. - The company faces risks associated with being a blank check company, including challenges in selecting a suitable business target and potential conflicts of interest among management[145]. - Geopolitical conditions, including the Russia-Ukraine conflict, may adversely affect the ability to identify potential targets and consummate the business combination[172]. - Military conflicts may lead to increased volatility in publicly traded securities, complicating the identification of a business combination target[175]. Shareholder Rights and Redemption - The company will provide Public Shareholders with the opportunity to redeem their Class A Ordinary Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[94]. - If the aggregate cash consideration required for redemptions exceeds the available cash, the company will not complete the initial business combination or redeem any shares[96]. - The company has agreed to waive redemption rights for its Founder Shares and any Public Shares held in connection with the initial business combination[94]. - The company requires 7,250,835 Public Shares, or 33.0% of the 22,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of the initial business combination for approval[101]. - If only one-third of the issued and outstanding Ordinary Shares vote, the company would need 2,334,445 Public Shares, or 10.6% of the 22,000,000 Public Shares, in addition to Founder Shares and Representative Shares, to approve the initial business combination[101]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law or stock exchange rules[86]. Financial Performance and Projections - The company reported a net loss of $49,204 for the period from September 29, 2025, to December 31, 2025, primarily due to general and administrative costs[203]. - As of December 31, 2025, the company had no cash and a working capital deficit of $263,920[204]. - The company has not generated any revenues to date and does not expect to do so until after completing a business combination[202]. - The implied value per Class A Ordinary Share upon completion of the initial business combination is projected to be $7.23, representing a 27.7% decrease from the initial implied value[169]. Regulatory and Compliance - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations[60][61]. - The company is subject to the rules and regulations of the Exchange Act and has no current intention to suspend reporting obligations[137]. - The company will evaluate internal control procedures for the fiscal year ending December 31, 2026, as required by the Sarbanes-Oxley Act[136]. - Disclosure controls and procedures are in place to ensure timely and accurate reporting of required information[219]. Miscellaneous - The company has not engaged any professional firms for business acquisitions but may do so in the future if deemed beneficial[73]. - The company does not anticipate needing additional funds for operating expenditures but may require financing for business combination costs or shareholder redemptions[210]. - The company has no off-balance sheet arrangements as of December 31, 2025, and does not participate in transactions that create relationships with unconsolidated entities[211]. - There is no material litigation or governmental proceedings currently pending against the company or its management team[144].
Praetorian Acquisition(PTORU) - 2025 Q4 - Annual Report