Praetorian Acquisition Corp. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to the material weakness of inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all of our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 42 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Justin Di Rezze 38 Chief Executive Officer and Director Peter Ondishin 39 Chief Financial Officer and Director Erica Dorfman 36 Independent Director Alex Elias 38 Independent Director Nicole Seligman 69 Independent Director The experience of our directors and executive officers is as follows: Justin Di Rezze has served as our Chief Executive Officer and as a director of our Company since our incorporation on September 29, 2025 and is the managing member of our Sponsor, Praetorian Sponsor LLC. Dr. Di Rezze is the founder and former Chief Executive Officer of Theoria Medical, a national physician services and healthcare technology organization operating across skilled nursing facilities, assisted living centers, and telehealth networks that is one of the largest providers of post-acute care in the United States. From May 2019 to August 2025, Dr. Di Rezze achieved significant growth in revenue and increased provider footprint and quality outcomes through his extensive experience in healthcare operations, financial oversight, and corporate governance. His background combines clinical training with deep strategic and operational expertise across both healthcare delivery and technology innovation. Dr. Di Rezze holds a Bachelor of Arts from the University of Detroit Mercy and a Doctor of Medicine from Wayne State University School of Medicine. We believe Dr. Di Rezze is well qualified to serve as Chief Executive Officer and as a member of our Board due to his proven record of building scalable healthcare enterprises, his leadership in implementing robust governance frameworks, and his comprehensive understanding of healthcare, finance, and technology convergence. Peter Ondishin has served as our Chief Financial Officer since November 2025 and has served on our Board since the commencement of our listing on Nasdaq. He has also served as chief financial officer of Inflection Point Acquisition Corp. III, a special purpose acquisition company, since November 2024. Mr. Ondishin served as chief financial officer of Inflection Point Acquisition Corp. II, a special purpose acquisition company, from March 2023 to March 2025, and he was previously an employee of Inflection Point Acquisition Corp., a special purpose acquisition company. Mr. Ondishin has been the chief financial officer of The Venture Collective since June 2023. He was previously the chief financial officer of Kingstown Capital Management from August 2020 to December 2023 and the Controller of Kingstown from April 2019 to August 2020. Mr. Ondishin was the Assistant Controller for Atlantic Investment Management from January 2016 to March 2019. Before that, Mr. Ondishin worked as an accountant for Fir Tree Partners from January 2014 to January 2016. Mr. Ondishin began his career in assurance at PwC. Mr. Ondishin holds a B.A. and an M.B.A. from Rutgers University, and he is also a Certified Public Accountant. We believe Mr. Ondishin is well qualified to serve as a member of our Board due to his extensive management, financial, and SPAC experience. 43 Erica Dorfman has served on our Board since the commencement of our listing on Nasdaq. Ms. Dorfman currently serves as the Chief Financial Officer for Brex Inc., a financial management platform, a position in which she has served since August 2025. Previously, Ms. Dorfman served as the Senior Vice President of Global Financial Products for Brex Inc. since 2019. Prior to her time at Brex Inc., Ms. Dorfman served as the president of Brex Cash from 2019 to 2022. Additionally, Ms. Dorfman served as a member of the board of directors of Inflection Point Acquisition Corp. II, a special purpose acquisition company from May 2023 to March 2025. Ms. Dorfman earned a Bachelor of Arts from Columbia University. We believe Ms. Dorfman is well qualified to serve as a member of our Board due to her extensive finance, board governance, and leadership experience. Alex Elias has served on our Board since the commencement of our listing on Nasdaq. Since 2011, Mr. Elias has served as the founder and Chief Executive Officer of Qloo Inc., an artificial intelligence (“ AI ”) software company focused on developing and licensing privacy-centric application programming interfaces (“ APIs ”) across a wide range of industries. Through his role as Chief Executive Officer, Mr. Elias has gained extensive experience in risk assessment, data governance, and compliance frameworks. Mr. Elias earned a Bachelor of Arts degree in Economics from the University of Southern California and a Juris Doctor from the NYU School of Law. We believe Mr. Elias is well qualified to serve as a member of our Board due to his extensive AI, board governance, and leadership experience. Nicole Seligman has served on our Board since the commencement of our listing on Nasdaq. Ms. Seligman is a globally recognized corporate leader and a lawyer. Ms. Seligman currently serves as a member of the board of directors of Intuitive Machines, Inc., a space technology, infrastructure, and services company since 2023, and MeiraGTx Holdings PLC, a clinical-stage gene therapy company since 2019. In addition, she serves on the board of directors of OpenAI, a non-profit organization with a mission to ensure that artificial general intelligence benefits all of humanity, since 2024, as well as on the board of directors of OpenAI Group PBC, which is a for profit public benefit corporation controlled by OpenAI, since 2025. She also serves on the board of directors of several additional organizations, including as Co-Chair of the Board of Trustees of the Schwarzman Animal Medical Center (New York), the world’s largest non-profit animal hospital, and Chair of the Board of The Doe Fund, a NYC nonprofit that transitions homeless and formerly incarcerated individuals to independent lives among other non-profit organizations. Ms. Seligman served as a member of the board of directors of Paramount Global (formerly known as Viacom Inc. and subsequently ViacomCBS Inc.) from 2016 to 2024. She also served on the board of Far Peak Acquisition Corporation from 2021 to 2023 and WPP PLC from 2014 to 2023. Ms. Seligman held various senior executive roles at Sony Corporation from 2001 to 2016, including serving as Executive Vice President and Global General Counsel of Sony Corporation from 2005 to 2014 and as President of Sony Entertainment, Inc., from 2014 to 2016. Prior to joining Sony, Ms. Seligman was a partner in the litigation practice at Williams & Connolly LLP working on complex civil and criminal matters including for President Bill Clinton and Hillary Clinton. Ms. Seligman holds a B.A. magna cum laude from Harvard College and a J.D. magna cum laude from Harvard Law School, where she won the Sears Prize. She clerked for Justice Thurgood Marshall on the U.S. Supreme Court (1984-85) and for Judge Harry T. Edwards on the U.S. Court of Appeals for the D.C. Circuit (1983-84). We believe Ms. Seligman is well qualified to serve as a member of our Board due to her extensive legal, board governance, and leadership experience. Past performance of our Management Team or their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. Our shareholders should not rely on the historical performance record of our Management Team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. Family Relationships No family relationships exist between any of our directors, executive officers. 44 Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company. Number and Terms of Office of Officers and Directors Our Board consists of five (5) members and is divided into three classes with at least one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our Charter relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B Ordinary Shares. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Erica Dorfman, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Peter Ondishin and Nicole Seligman, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Dr. Justin Di Rezze and Alex Elias, will expire at the third annual general meeting. Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint officers as it deems appropriate pursuant to our Charter. Committees of the Board Our Board has two standing committees: the audit committee (the “ Audit Committee ”) and a compensation committee (the “ Compensation Committee ”). Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the Audit Committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. Audit Committee Our Board has established and will maintain an Audit Committee of the Board. Erica Dorfman, Alex Elias and Nicole Seligman serve as the members of our Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Erica Dorfman, Alex Elias and Nicole Seligman are each independent. Erica Dorfman serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board has determined that Erica Dorfman qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 45 We have adopted a charter of the Audit Committee, which details the principal functions of the Audit Committee, including: ● assisting with Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Our Board has established a Compensation Committee of our Board. The members of our Compensation Committee are Erica Dorfman and Alex Elias. Alex Elias serves as chair of the Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent. Erica Dorfman and Alex Elias are each independent. We have adopted a charter of the Compensation Committee, which details the principal functions of the Compensation Committee, including: reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; 46 reviewing and making recommendations to our Board with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers; reviewing our executive compensation policies and plans; implementing and administering our incentive compensation equity-based remuneration plans; assisting Management in complying with our proxy statement and annual report disclosure requirements; approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; producing a report on executive compensation to be included in our annual proxy statement; reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we would form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board. Our Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Erica Dorfman, Alex Elias and Nicole Seligman. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board should follow the procedures set forth in our Charter. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our shareholders. Prior to our initial business combination, our Public Shareholders do not have the right to recommend director candidates for nomination to our Board. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, in the past year has served, as a member of the Compensation Committee of any entity that has one or more executive officers serving on our Board. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. 47 Code of Ethics We have adopted a Code of Business Conduct and Ethics, applicable to our directors, officers and employees (the “ Code of Ethics ”). We filed a copy of our Code of Ethics as an exhibit to the Report. Investors are able to review this document by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our Board will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Trading Policies On January 26, 2026, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “ Insider Trading Policy ”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference. Compensation Recovery and Clawback Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers (the “ SEC Clawback Rule ”). The SEC has also adopted the SEC Clawback Rule that directs national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the Company is found to have misstated its financial results. On January 16, 2026, our Board approved the adoption of the Clawback Policy (the “ Clawback Policy ”), in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608 (the “ Nasdaq Clawback Rules ”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the SEC Clawback Rule (“ Covered Officers ”) in the event that we are required to prepare an accounting restatement, in accordance with the Nasdaq Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference. 48 Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our Charter will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination are made from funds held outside the Trust Account. Other than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. 49 We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses; ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $25,000 per month; ● Payment of consulting, success or finder fees to our Sponsor, officers or directors, advisors, or our or their affiliates in connection with the consummation of our initial business combination; ● Payment of consulting, success or finder fees to our independent directors or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such Working Capital Loans may be convertible into Warrants of the post-business combination entity at a price of $1.00 per Warrant at the option of the lender. Such Warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. In addition to the foregoing, our officers and directors received indirect interests in the Founder Shares held by the Sponsor as compensation for their services as officers and directors of the Company. Our Chief Executive Officer, Dr. Di Rezze, purchased an indirect interest in 3,883,345 Founder Shares through membership interests in our Sponsor, and our Chief Financial Officer, Peter Ondishin, purchased an indirect interest in 186,398 Founder Shares through membership interests in our Sponsor. In addition, our independent directors exercised their right to purchase an indirect interest in the Founder Shares through membership interests in our Sponsor. Nicole Seligman purchased an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor, Erica Dorfman purchased an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor, and Alex Elias purchased an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor. Additionally, certain third-party investors hold membership interests in our Sponsor. After the completion of our initial business combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of our Management Team. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-business combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board for determination, either by the Compensation Committee, which consists solely of independent directors, or by a majority of the independent directors on our Board. 50 We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with the post-business combination company after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 23, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our executive officers and directors; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 33,923,083 shares of our Ordinary Shares, consisting of (i) 25,300,000 Class A Ordinary Shares; (ii) 8,433,333 Class B Ordinary Shares; and (iii) 189,750 Representative Shares issued and outstanding as of January 26, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors of the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Only holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors prior to the completion of our initial business combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Warrants are not exercisable within 60 days of the date of this Report. On October 14, 2025, our Sponsor purchased, and the Company issued to the Sponsor, 8,433,333 Class B Ordinary Shares for an aggregate purchase price of $25,000. The Sponsor purchased the Founder Shares for $0.003 per share. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 25,300,000 Units, and therefore that such Founder Shares would represent approximately 24.9% of the outstanding shares after the Initial Public Offering. The post-offering percentages in the following table assume that there are 33,923,083 Ordinary Shares issued and outstanding after the Initial Public Offering. 51 Class A Ordinary Shares Class B Ordinary Shares Approximate Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Percentage of Total Outstanding Ordinary Shares Praetorian Sponsor LLC (2)(3) - - 8,433,333 100 % 24.9 % Justin Di Rezze (3) - - 8,433,333 100 % 24.9 % Peter Ondishin - - - - - Erica Dorfman - - - - - Alex Elias - - - - - Nicole Seligman - - - - - Steadfast Capital Management LP (5) 2,000,000 5.9 % - - - Rober S. Pitts, Jr. (5) 2,000,000 5.9 % - - - All officers and directors as a group (six persons) - - 8,433,333 100 % 24.9 % * Less than one percent. (1) Unless otherwise noted, the principal business address of each of the following is c/o Praetorian Acquisition Corp., 2 S Biscayne Blvd, PMB 1004 Suite #3200, Miami, FL 33131. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. (3) Praetorian Sponsor LLC, our Sponsor, is the record holder of such shares. Dr. Justin Di Rezze is the managing member of Praetorian Sponsor LLC and holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. The other contemplated members of the Sponsor, which will include certain of our officers, directors and advisors, are expected to hold only economic interests in the Sponsor and so do not hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Dr. Justin Di Rezze is expected to have an indirect economic interest in approximately 46% of the membership interests of the Sponsor. Additionally, CCM Capital Markets LP, an entity controlled by Elliot Richmond, is expected to have an economic interest in approximately 11.9% of the membership interests of our Sponsor, and Elliot Richmond, in his individual capacity, is expected to have an indirect economic interest in approximately 4.1% of the membership interests of our Sponsor. No other person holds a direct or indirect material interest in the Sponsor. Dr. Justin Di Rezze and CCM Capital Markets LP disclaim any beneficial ownership of the securities held by Praetorian Sponsor LLC other than to the extent of any pecuniary interest they may individually have therein, directly or indirectly. (4) The principal business address of Millenium Management LLC and Israel A. Englander is 399 Park Avenue, New York, New York 10022. (5) The principal business address of Steadfast Capital Management, LP and Robert S. Pitts, Jr. is 450 Park Avenue, 20 th Floor, New York, New York 10022. (6) The principal business address of Steadfast International Master Fund Ltd. is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. 52 Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On October 14, 2025, our Sponsor purchased, and the Company issued to the Sponsor, 8,433,333 Class B Ordinary Shares for an aggregate purchase price of $25,000. The Sponsor purchased the Founder Shares for $0.003 per share. In connection with the Initial Public Offering, we will issue to the Underwriters 165,000 Representative Shares. The holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to such shares, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of the Initial Public Offering. Subsequently, on March 12, 2026, 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 Initial Public Offering. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 22,000,000 Units, and therefore that such Founder Shares would represent approximately 24.9% of the outstanding shares after the Initial Public Offering. Up to 1,100,000 of the Founder Shares will be surrendered for no consideration. If we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B Ordinary Shares immediately prior to the consummation of the Initial Public Offering in such amount as 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. Our Sponsor committed, pursuant to written agreements, to purchase 4,670,000 Private Placement Warrants, each whole Warrant exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Warrant, or $4,670,000, in a Private Placement that will close simultaneously with the closing of the Initial Public Offering. The Private Placement Warrants will be identical to the Warrants sold in the Initial Public Offering except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Warrants (including the component securities as well as any securities underlying those component securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, and (ii) will be entitled to registration rights. Prior to or in connection with the completion of our initial business combination, there may be payment by the Company to our Sponsor, officers or directors or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the Trust Account. 53 We will reimburse our Sponsor or an affiliate thereof in an amount equal to $25,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the Trust Account or funds released to us as permitted withdrawals to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post business combination entity at a price of $1.00 per Warrant at the option of the applicable lender. Such Warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. We have until the date that is 24 months (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of the Initial Public Offering) from the closing of the Initial Public Offering (as may be extended by shareholder approval to amend our Charter to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our Board may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval to amend our Charter to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding Public Shares, subject to applicable law. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial business combination will be made using funds held outside the Trust Account. After our initial business combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. 54 Registration Rights Agreement The holders of the (i) Founder Shares, which were issued in a Private Placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants (including the component securities as well as any securities underlying those component securities), which will be issued in a Private Placement simultaneously with the closing of the Initial Public Offering and (iii) Units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of Working Capital Loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the Company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement signed prior to the effective date of the Initial Public Offering. Pursuant to the registration rights agreement and assuming the $1,500,000 of Working Capital Loans are converted into Private Placement Warrants, we will be obligated to register up to 14,933,333 Class A Ordinary Shares and 6,500,000 Warrants. The number of Class A Ordinary Shares includes (i) 8,433,333 Class A Ordinary Shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Class A Ordinary Shares upon exercise of the Private Placement Warrants, and (iii) up to 1,500,000 Class A Ordinary Shares upon exercise of the working capital warrants. The number of Warrants includes up to 5,000,000 Private Placement Warrants and 1,500,000 Private Placement Warrants issued upon the conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. Policy for Approval of Related Party Transactions The Audit Committee of our Board will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the Company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the Audit Committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our Code of Ethics or other policies, (iv) whether the Audit Committee believes the relationship underlying the transaction to be in the best interests of the Company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the Board and on his or her eligibility to serve on the Board’s committees. Management will present to the Audit Committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our Audit Committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. 55 We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses; ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate thereof, in an amount equal to $25,000 per month; ● Payment of consulting, success or finder fees to our Sponsor, officers or directors, advisors, or our or their affiliates in connection with the consummation of our initial business combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per Warrant at the option of the applicable lender. Such Warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Director Independence Nasdaq rules require that a majority of our Board be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the Board, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of the Initial Public Offering. Our Board expects has determined that Erica Dorfman, Alex Elias and Nicole Seligman are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accountant Fees and Services. The firm of WithumSmith+Brown, PC (“ Withum ”) acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our financial statements during the period from September 29, 2025 (inception) through December 31, 2025, and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional services rendered for the audit of our Form 8-K financial statements and other required filings with the SEC during the period from September 29, 2025 (inception) through December 31, 2025 totaled $61,880. This amount includes interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees . Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for consultations concerning financial accounting and reporting standards during the period from September 29, 2025 (inception) through December 31, 2025. Tax Fees . During the period from September 29, 2025 (inception) through December 31, 2025, Withum did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the period from September 29, 2025 (inception) through December 31, 2025, Withum did not render any services to us other than those set forth above. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 56 PART IV Item 15. Exhibit and Financial Statement Schedules. The following documents are filed as part of this Report: Financial Statement PRAETORIAN ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-1 Balance Sheet as of December 31, 2025 F-2 Statement of Operations for the period from September 29, 2025 (Inception) through December 31, 2025 F-3 Statement of Changes in Shareholder’s Deficit for the period from September 29, 2025 (Inception) through December 31, 2025 F-4 Statement of Cash Flows for the period from September 29, 2025 (Inception) through December 31, 2025 F-5 Notes to Financial Statements F-6 to F-17 57 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholder and the Board of Directors of Praetorian Acquisition Corp.: Opinion on the Financial Statement We have audited the accompanying balance sheet of Praetorian Acquisition Corp. (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholder’s deficit and cash flows for the period from September 29, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, these financial statements presents fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from September 29, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of these financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in these financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of these financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 27, 2026 PCAOB ID Number 100 F- 1 PRAETORIAN ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2025 ASSETS Prepaid expenses – current asset $ 25,000 Deferred offering costs – non-current asset 239,716 TOTAL ASSETS $ 264,716 LIABILITIES AND SHAREHOLDER’S DEFICIT Current liabilities Accrued expenses $ 35,884 Accrued offering costs 128,386 Promissory note – related party 124,650 TOTAL LIABILITIES 288,920 Commitments and contingencies (Note 6) SHAREHOLDER’S DEFICIT Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 300,000,000 shares authorized; none issued or outstanding — Class B ordinary shares, $ 0.0001 par value; 30,000,000 shares authorized; 8,433,333 shares issued and outstanding (1) 843 Additional paid-in capital 24,157 Accumulated deficit ( 49,204 ) TOTAL SHAREHOLDER’S DEFICIT ( 24,204 ) TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT $ 264,716 (1) Includes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 5). On March 12, 2026, the Underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred on March 16, 2026 (see Note 9). As such, on March 16, 2026, the 1,100,000 Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F- 2 PRAETORIAN ACQUISITION CORP. STATEMENT OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 29, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative costs $ 49,204 Loss from operations ( 49,204 ) Net loss $ ( 49,204 ) Basic and diluted weighted average Class B ordinary shares outstanding (1) 7,333,333 Basic and diluted net loss per Class B ordinary share $ ( 0.01 ) (1) Excludes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 5). On March 12, 2026, the Underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred on March 16, 2026 (see Note 9). As such, on March 16, 2026, the 1,100,000 Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F- 3 PRAETORIAN ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT FOR THE PERIOD FROM SEPTEMBER 29, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholder’s Shares Amount Shares Amount Capital Deficit Deficit Balance — September 29, 2025 (Inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor (1) — — 8,433,333 843 24,157 — 25,000 Net loss — — — — — ( 49,204 ) ( 49,204 ) Balance – December 31, 2025 — $ — 8,433,333 $ 843 $ 24,157 $ ( 49,204 ) $ ( 24,204 ) (1) Includes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 5). On March 12, 2026, the Underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred on March 16, 2026 (see Note 9). As such, on March 16, 2026, the 1,100,000 Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F- 4 PRAETORIAN ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 29, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash flow from operating activities: Net loss $ ( 49,204 ) Adjustments to reconcile net loss to net cash used in operating activities: Payment of general and administrative costs through promissory note – related party 13,320 Changes in current assets and liabilities: Accrued expenses 35,884 Net cash used in operating activities — Net Change in Cash — Cash at beginning of period — Cash at end of period $ — Supplemental disclosure of non-cash financing activities: Deferred offering costs included in accrued offering costs $ 128,386 Deferred offering costs paid through promissory note – related party $ 111,330 Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares $ 25,000 The accompanying notes are an integral part of the financial statements. F- 5 PRAETORIAN ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations Praetorian Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 29, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from September 29, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on January 22, 2026. On January 26, 2026, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 220,000,000 . Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each, a “Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,670,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Praetorian Sponsor LLC (the “Sponsor”), generating gross proceeds of $ 4,670,000 . Each Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Transaction costs amounted to $ 9,216,648 , consisting of $ 1,320,000 of cash underwriting fees, $ 6,600,000 of deferred underwriting fees, and $ 1,296,648 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 6 Note 1 — Organization and Business Operations (cont.) Following the closing of the Initial Public Offering, on January 26, 2026, an amount of $ 220,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in the trust account (the “Trust Account”), located in the United States, with Odyssey Transfer and Trust Company acting as trustee, and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as permitted withdrawals of up to $ 300,000 from interest earned on the Trust Account for working capital purposes per year (plus the rollover of unused amounts from prior years) (the “permitted withdrawals”), if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants 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 the Company is unable to complete the initial Business Combination within 24 months (or 27 months if the Company has executed a letter of intent for an initial Business Combination within 24 months from the closing of the Initial Public Offering) from the closing of the Initial Public Offering (as may be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate its initial Business Combination) or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (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 (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share. The Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company for permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 7 Note 1 — Organization and Business Operations (cont.) The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Liquidity The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 . On January 26, 2026, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 129,650 (see Note 5). As of December 31, 2025, the Company had no cash and a working capital deficit of $ 263,920 . Subsequent to the balance sheet date covered by this report, 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 . 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 of $ 4,670,000 . As a result of the Initial Public Offering, as of January 26, 2026, the Company had cash of $ 2,465,198 and working capital of $ 2,294,798 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $ 1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post-Business Combination entity at a price of $ 1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements—Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. F- 8 Note 2 — Summary of Significant Accounting Policies (cont.) Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash and cash equivalents as of December 31, 2025. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. F- 9 Note 2 — Summary of Significant Accounting Policies (cont.) Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. On January 26, 2026, offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholder’s deficit as the Public Warrants and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Net Loss per Class B Ordinary Share Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,100,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). For the period from September 29, 2025 (inception) through December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Class B ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability on January 26, 2026 pursuant to ASC 480 since the underwriters did not exercise their overallotment option at the closing of the Initial Public Offering. F- 10 Note 2 — Summary of Significant Accounting Policies (cont.) Warrant Instruments The Company accounted for the Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Initial Public Offering In the Initial Public Offering, on January 26, 2026, the Company sold 22,000,000 Units, at a price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,670,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement Warrant, or $ 4,670,000 in the aggregate, in a private placement. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. The Private Placement Warrants will be identical to the warrants underlying the Public Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public 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 allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. F- 11 Note 5 — Related Party Transactions Founder Shares On October 14, 2025, the Company issued an aggregate of 8,433,333 Class B ordinary shares, $ 0.0001 par value (the “Founder Shares”), in exchange for a $ 25,000 payment (approximately $ 0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. The Founder Shares include an aggregate of up to 1,100,000 shares, which remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering. On March 12, 2026, the Underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred on March 16, 2026 (see Note 9). As such, on March 16, 2026, the 1,100,000 Class B ordinary shares are no longer subject to forfeiture. On January 20, 2026, the Sponsor granted membership interests equivalent to an aggregate of 250,000 Founder Shares to the Company’s CFO and three independent directors in exchange for their services as CFO and directors of the Company, subject to forfeiture at the discretion of the Sponsor. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 250,000 Founder Shares represented by such membership interests assigned to the holders of such interests on January 20, 2026 was $ 862,500 or $ 3.45 per share. The Company established the initial fair value of the Founder Shares on January 20, 2026, the date the assignment was granted, using a calculation prepared by a third party valuation team which takes into consideration the implied Class A share price of $ 9.85 multiplied by the probability of De-SPAC and instrument-specific market adjustment of 35.0 %. The Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors (see Note 9). The membership interests were assigned subject to forfeiture at the discretion of the Sponsor. Stock-based compensation would be recognized when the forfeiture restriction has been lifted, in an amount equal to the number of membership interest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of December 31, 2025, no compensation expense has been recognized. The Company’s Sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 30 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor has agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of January 31, 2026 or the closing date of the Initial Public Offering. As of December 31, 2025, the Company had outstanding borrowings of $ 124,650 under the Promissory Note. On January 26, 2026, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 129,650 (see Note 9). Borrowings under the Promissory Note are no longer available. Administrative Services Agreement The Company entered into an agreement with the Sponsor, commencing on January 22, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor or its affiliate or designee a total of $ 25,000 per month for office space, utilities, secretarial and administrative support services. As of December 31, 2025, no amounts were incurred under this agreement. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. F- 12 Note 6 — Commitments and Contingencies Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of the Working Capital Loans are entitled to registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on January 22, 2026. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement The underwriters have a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. The underwriters did not exercise their overallotment option at the closing of the Initial Public Offering on January 26, 2026, thus, the full over-allotment option remains open. The underwriters were entitled to a cash underwriting discount of 0.60 % of the gross proceeds of the Initial Public Offering, or $ 1,320,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. The underwriters were also entitled to deferred commissions of 3.00 % of the gross proceeds of the Initial Public Offering, or $ 6,600,000 in the aggregate (or an additional $ 990,000 if the underwriters’ over-allotment option is exercised in full), payable upon the consummation of the initial Business Combination, with such 3.00 % payable to the underwriters in cash and due solely on amounts remaining in the Trust Account following shareholder redemptions. The underwriters will be entitled to an additional cash underwriting discount of 0.15 % of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 0.75 % of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or up to $ 577,500 in the aggregate, depending on the extent to which the underwriters’ over-allotment option is exercised within the 45 -day period following the closing of the Initial Public Offering. Representative Shares On January 26, 2026, the Company issued to Clear Street LLC, the representative of the underwriters (“Clear Street”), 165,000 Class A ordinary shares (the “Representative Shares”, an additional 24,750 Representative Shares shall be issued if the underwriters’ over-allotment option is exercised in full) (see Note 9). Clear Street has agreed not to transfer, assign or sell any such shares without the Company’s written consent until the completion of the initial Business Combination. In addition, Clear Street has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of an initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete an initial Business Combination within the Completion Window. The Representative Shares issued to the underwriters are in the scope of FASB ASC 718. Under FASB ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. Additionally, under Staff Accounting Bulletin Topic 5A, specific incremental costs directly attributable to a proposed or actual offering of equity securities may by deferred and charged against the gross proceeds of the Initial Public Offering. The Company estimated the fair value of the Representative Shares to be $ 648,450 or $ 3.93 per share. Accordingly, the fair value of $ 648,450 has been recorded as an offering cost which was closed to additional paid-in capital at the closing of the Initial Public Offering. The Company established the initial fair value for the Representative Shares on January 26, 2026, the date of the issuance, using Monte Carlo Simulation Model prepared by a third party valuation firm, which takes into consideration the fair value of Class A ordinary share of $ 9.83 multiplied by the probability of De-SPAC and market adjustment of 40.00 %. F- 13 Note 7 — Shareholder’s Deficit Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 . At December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 300,000,000 Class A ordinary shares at par value of $ 0.0001 per share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue a total of 30,000,000 Class B ordinary shares at par value of $ 0.0001 per share. As of December 31, 2025, there were 8,433,333 Class B ordinary shares issued and outstanding, of which an aggregate of up to 1,100,000 shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 24.9 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90 % of the issued Class B ordinary shares. F- 14 Note 7 — Shareholder’s Deficit (cont.) Warrants — As of December 31, 2025, there were no Warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 : The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders. F- 15 Note 7 — Shareholder’s Deficit (cont.) Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Note 8 — Segment Information FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: December 31, 2025 Prepaid expenses $ 25,000 Deferred offering costs $ 239,716 For the Period from September 29, 2025 (Inception) through December 31, 2025 General and administrative costs $ 49,204 The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. F- 16 Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 20, 2026, the Sponsor granted membership interests equivalent to an aggregate of 250,000 Founder Shares to the Company’s CFO and three independent directors in exchange for their services as CFO and directors of the Company, subject to forfeiture at the discretion of the Sponsor. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 250,000 Founder Shares represented by such membership interests assigned to the holders of such interests on January 20, 2026 was $ 862,500 or $ 3.45 per share. The Company established the initial fair value of the Founder Shares on January 20, 2026, the date the assignment was granted, using a calculation prepared by a third party valuation team which takes into consideration the implied Class A share price of $ 9.85 multiplied by the probability of De-SPAC and instrument-specific market adjustment of 35.0 %. The Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors. 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 . 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 of $ 4,670,000 . On January 26, 2026 the Company issued 165,000 Representative Shares to Clear Street , as part of representative compensation. On January 26, 2026, in connection with the closing of the Initial Public Offering, the underwriters were entitled to a cash underwriting discount of 0.60 % of the gross proceeds of the Initial Public Offering, or $ 1,320,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. The underwriters were also entitled to deferred commissions of 3.00 % of the gross proceeds of the Initial Public Offering, or $ 6,600,000 in the aggregate (or an additional $ 990,000 if the underwriters’ over-allotment option is exercised in full), payable upon the consummation of the initial Business Combination, with such 3.00 % payable to the underwriters in cash and due solely on amounts remaining in the Trust Account following shareholder redemptions. The underwriters will be entitled to an additional cash underwriting discount of 0.15 % of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 0.75 % of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or up to $ 577,500 in the aggregate, depending on the extent to which the underwriters’ over-allotment option is exercised within the 45 -day period following the closing of the Initial Public Offering. On January 26, 2026, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 129,650 . On March 12, 2026, the Underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred 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 an additional 330,000 Private Placement Warrants, generating gross proceeds of $ 330,000 (the “OA Private Placement,” together with the Initial Public Offering Private Placement, the “Private Placements”). 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. A total of $ 253,000,000 of the net proceeds from the sale of the Units in the Initial Public Offering (including the Over-Allotment Option Units) and the Private Placements were deposited in the Company’s Trust Account established for the benefit of the Company’s public stockholders. (1) Financial Statement Schedules None. (2) Exhibits We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. F- 17 Item 16. Form 10-K Summary. Omitted at our Company’s option. EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated January 22, 2026, by and between the Company and Clear Street LLC, as representative of the several underwriters of the Initial Public Offering, incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K, as filed with the SEC on January 26, 2026. 3.1 Amended and Restated Memorandum and Articles of Association, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, as filed with the SEC on January 26, 2026. 4.1 Specimen Unit Certificate, incorporated by reference to Exhibit 4.1 of the Certificate Company’s Registration Statement on Form S-1 (File No. 333-291569), as filed with the SEC. 4.2 Specimen Ordinary Share Certificate, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-1 (File No. 333-291569), as filed with the SEC. 4.3 Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4), incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 (File No. 333-291569), as filed with the SEC. 4.4 Warrant Agreement, dated January 22, 2026, by and between the Company and Odyssey Transfer and Trust Company, as warrant agent, incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, as filed with the SEC on January 26, 2026. 4.5 * Description of Registered Securities. 10.1 Promissory Note, dated as of October 14, 2025, issued to the Sponsor, incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-291569), as filed with the SEC. 10.2 Securities Subscription Agreement, dated October 14, 2025, by and between the Company and the Sponsor, incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-291569), as filed with the SEC. 10.3 Investment Management Trust Account Agreement, dated January 22, 2026, by and between the Company and Odyssey Transfer and Trust Company, as trustee, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, as filed with the SEC on January 26, 2026. 10.4 Registration Rights Agreement, dated January 22, 2026, by and among the Company and the Sponsor, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, as filed with the SEC on January 26, 2026. 10.5 Private Placement Warrants Purchase Agreement, dated January 22, 2026, by and between the Company and the Sponsor, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, as filed with the SEC on January 26, 2026. 10.6 Letter Agreement, dated January 22, 2026, by and among the Company, its officers, directors and the Sponsor, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, as filed with the SEC on January 26, 2026. 10.7 Administrative Services Agreement, dated January 22, 2026, by and between the Company and an affiliate of the Sponsor, incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, as filed with the SEC on January 26, 2026. 10.8 Form of Indemnity Agreement, incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, as filed with the SEC on January 26, 2026. 14.1 Form of Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement on Form S-1/A (File No. 333-291569), as filed with the SEC on January 16, 2026. 19.1* Insider Trading Policy, adopted January 26, 2026. 21.1* List of Subsidiaries. 31.1* Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 ** Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ** Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy, adopted January 16, 2026 99.1 Audit Committee Charter, incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-1 (File No. 333-291569), as filed with the SEC. 99.2 Compensation Committee Charter, incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-1 (File No. 333-291569), as filed with the SEC. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. 58 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 27, 2026 Praetorian Acquisition Corp. By: /s/ Justin Di Rezze Name: Justin Di Rezze Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Justin Di Rezze Chief Executive Officer and Director March 27, 2026 Justin Di Rezze (Principal Executive Officer) /s/ Peter Ondishin Chief Financial Officer March 27, 2026 Peter Ondishin (Principal Financial and Accounting Officer) /s/ Erica Dorfman Independent Director March 27, 2026 Erica Dorfman /s/ Alex Elias Independent Director March 27, 2026 Alex Elias /s/ Nicole Seligman Independent Director March 27, 2026 Nicole Seligman 59