Item 5. Market for Registrant’s Common Equity
Item
5. Market
for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities.
(a) Market
Information
Our Units, Public Shares and Public Warrants
are each traded on Nasdaq under the symbols “PTORU”, “PTOR” and “PTORW”, respectively. Our Units
commenced public trading on January 26, 2026, and our Public Shares and Public Warrants commenced separate public trading on the 52nd
day following January 26, 2026 (which will be March 19, 2026), unless earlier separate trading was permitted. On March 16, 2026, the
holders of the Units, each consisting of the Class A Ordinary Shares, and the Warrants, with each whole Warrant entitling the holder
thereof to purchase one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the
Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.
The Class A Ordinary Shares and the Warrants will trade on the Nasdaq Global Market under the symbols “PTOR” and “PTORW,”
respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol “PTORU.” Holders of
Units will need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate
the Units into Class A Ordinary Shares and Warrants.
(b) Holders
On March 23, 2026, there was 1 holder of record
of our Units, 2 holders of record of our Class A Ordinary Shares, 1 holder of record of our Class B Ordinary Shares, and 2 holders of
record of our Warrants.
(c) Dividends
We
have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit, retained earnings and/or
the share premium account, provided that in no circumstances may a dividend be paid if following such payment the Company would be unable
to pay its debts as they fall due in the ordinary course of business. Subject to applicable law, the payment of cash dividends in the
future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion
of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within
the discretion of our Board at such time. In addition, our Board is not currently contemplating and does not anticipate declaring any
other share dividends in the foreseeable future, except if we increase the size of the Initial Public Offering, in which case we will
effect a share dividend or other appropriate mechanism immediately prior to the consummation of the Initial Public Offering in an amount
necessary to maintain the number of Founder Shares at approximately 24.9% of our issued and outstanding Ordinary Shares upon the consummation
of the Initial Public Offering. Further, if we incur any indebtedness in connection with our business combination, our ability to declare
dividends may be limited by restrictive covenants we may agree to in connection therewith.
(d) Securities
Authorized for Issuance Under Equity Compensation Plans
None.
(e) Performance
Graph
As
a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e).
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(f) Recent
Sales of Unregistered Securities
On
January 26, 2026, the Company consummated the Initial Public Offering of 22,000,000 Units at $10.00 per Unit, generating gross proceeds
of $220,000,000. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1
(No. 001-43072). The SEC declared the Registration Statement effective on January 22, 2026.
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 4,670,000 Private Placement Warrants at a price of $1.00
per Private Placement Warrant, in a Private Placement to the Sponsor, generating gross proceeds to the Company of $4,670,000. Each Private
Placement Warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share. 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.
On March 12, 2026, the Underwriters exercised the
Over-Allotment Option Units on March 16, 2026. The total aggregate issuance by the Company of 3,300,000 Units at a price of $10.00 per
Unit resulted in total gross proceeds of $33,000,000. On March 16, 2026, simultaneously with the sale of the Over-Allotment Option Units,
the Company consummated the private sale of the OA Private Placement. The Private Placement Warrants were issued pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
Simultaneously with the sale of the Over-Allotment
Option Units and the OA Private Placement, the Company issued an additional 24,750 Representative Shares to the Underwriters on the same
terms and conditions as the Representative Shares issued in connection with the IPO. Including the Over-Allotment Option Units, the Company
has now sold a total of 25,300,000 Units, generating total gross proceeds of $253,000,000, and a total of 5,000,000 warrants in Private
Placements to Praetorian Sponsor LLC, generating total gross proceeds of $5,000,000.
(g) Use
of Proceeds from the Initial Public Offering
On
January 26, 2026, we consummated our Initial Public Offering of 22,000,000 Units. Each Unit consists of one Public Share, and one-third
of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50
per share.
The
Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $220,000,000, including the Over-Allotment Option exercise.
The Underwriter acted as sole book running manager and representative of the several Underwriters. On January 26, 2026, simultaneously
with the consummation of our Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed
the private sale of an aggregate of 4,670,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant,
to our Sponsor, generating gross proceeds of $4,670,000.
Following
the closing of our Initial Public Offering on January 26, 2026, a total of $220,000,000, comprised of the proceeds from the Initial Public
Offering and the Private Placement (which amount includes $6,600,000 of the deferred fee), was placed in a U.S.-based trust account maintained
by Odyssey, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities
with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain
conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company
for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at
any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under the Investment
Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust
Account in cash or in an interest-bearing demand deposit account at a bank.
The
remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being
used primarily to enable us to identify a target and to negotiate and consummate our initial business combination.
There
has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described
in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
(h) Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
There
were no such repurchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
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Item
6. [Reserved]