Patriot Acquisition Corp./CI

EX-99.1 · PRO FORMA BALANCE SHEET

EX-99.1
 2
 ea029251601ex99-1.htm
 PRO FORMA BALANCE SHEET

 Exhibit 99.1

 PATRIOT ACQUISITION CORP.

 PRO FORMA UNAUDITED BALANCE SHEET

 May 18,

2026
 Pro Forma

 Adjustments

 (Unaudited)

 As Adjusted

 (Unaudited)

 Assets:

 Current asset

 Cash
 $ 1,689,070

 $ 1,689,070

 Prepaid expenses
 46,569

 46,569

 Total current asset
 1,735,639

 1,735,639

 Cash held in Trust Account
 160,800,000
 15,000,000
 (1)
 175,875,000

 75,000
 (2)

 Total Assets
 $ 162,535,639
 15,075,000

 $ 177,610,639

 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit:

 Current liabilities

 Accrued expenses
 $ 27,500

 $ 27,500

 Accrued offering costs
 586,014

 586,014

 Over-allotment option liability
 147,300
 (92,100 )
 (4)
 55,200

 Total current liabilities
 760,814
 (92,100 )

 668,714

 Deferred underwriting fee
 6,400,000
 825,000
 (3)
 7,225,000

 Total Liabilities
 7,160,814
 732,900

 7,893,714

 Commitments and Contingencies (Note 6)

 Class A Ordinary Shares subject to Possible Redemption

 Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,500,000 shares at redemption value of $10.05 per share
 160,800,000
 14,842,500
 (1)
 175,875,000

 (819,951 )
 (3)

 92,100
 (4)

 960,351
 (5)

 15,075,000

 Shareholders’ Deficit

 Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
 —

 —

 Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 17,500,000 shares subject to possible redemption)
 —

 —

 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,600,000 shares issued and outstanding (1)(2)(3)
 460

 460

 Additional paid-in capital
 —
 157,500
 (1)
 —

 75,000
 (2)

 (5,049 )
 (3)

 (960,351 )
 (5)

 732,900
 (6)

 Accumulated deficit
 (5,425,635 )
 (732,900 )
 (6)
 (6,158,535 )

 Total Shareholders’ Deficit
 (5,425,175 )
 (732,900 )

 (6,158,075 )

 Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
 $ 162,535,639
 14,842,500

 $ 177,610,639

 (1)
 Includes 600,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

 (2)
 On May 14, 2026, the Sponsor surrendered to the Company for no consideration 1,150,000 Class B ordinary shares, resulting in the Sponsor holding 4,600,000 Class B ordinary shares. All share and per share data has been retrospectively presented.

 (3)
 As a result of the partial exercise by the underwriters of the over-allotment option on May 21, 2026, 375,000 founder shares are no longer subject to forfeiture.

 See Note to Pro forma Unaudited Balance Sheet.

 F- 1

 PATRIOT ACQUISITION CORP.

 NOTES TO PRO FORMA UNAUDITED BALANCE SHEET

 NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

 The accompanying unaudited Pro
forma Balance Sheet presents the Balance Sheet of Patriot Acquisition Corp. (the “Company”) as of May 18, 2026 adjusted for
the closing of the partial exercise of the underwriters’ overallotment option and related transactions, which occurred on May 21,
2026, as described below.

 The registration statement for
the Company’s Initial Public Offering was declared effective on May 13, 2026. On May 18, 2026, the Company consummated the Initial
Public Offering of 16,000,000 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 $160,000,000. Each Unit consists of one Class
A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable warrant (the “Public Warrants”). Each whole
Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to
adjustment.

 Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 5,200,000 warrants (the “Private Placement Warrants”)
at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Patriot Acquisition Sponsor
LLC, (“Sponsor”), and Keefe, Bruyette & Woods, Inc. (“KBW”), the representative of the underwriters, generating
gross proceeds of $5,200,000. Of those 5,200,000 Private Placement Warrants, the Sponsor purchased 4,140,000 Private Placement Warrants
and KBW purchased 1,060,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the holder thereof to purchase one
Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

 The Company granted the underwriters
a 45-day option from the date of the Initial Public Offering to purchase up to 2,400,000 additional Units to cover over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and commissions.

 On May 21, 2026, the Company consummated
the closing of an additional 1,500,000 Units sold pursuant to the underwriters’ partial exercise of their over-allotment option,
generating gross proceeds of $15,000,000. Simultaneously with the consummation of the partial exercise of over-allotment option on May
21, 2026, the Company completed the private placement of an additional 75,000 Private Placement Warrants to KBW at a price of $1.00 per
Private Placement Warrant, generating gross proceeds of $75,000. Following the sale of the additional Units, all of the net proceeds from
the sale of additional Units and additional Private Placement Warrants totaling to $15,075,000 have been added in the Trust Account. As
a result, 375,000 founder shares are no longer subject to forfeiture. The underwriters have 45 days from the date of the Initial Public
Offering to purchase the remaining 900,000 Units.

 As of May 21, 2026, a total of
$175,875,000 of the net proceeds from the Initial Public Offering (including the additional Units sold as the result of the partial exercise
by the underwriters of their over-allotment option) and the sale of the Private Placement Warrants were placed in the Trust Account.

 Pro forma adjustments to reflect
the partial exercise of the underwriters’ over-allotment option and sale of the additional Private Placement Warrants are as follows:

 Pro forma entries

 1

 Cash held in Trust Account

 15,000,000

 Class A ordinary shares subject to possible redemption

 14,842,500

 Additional paid-in capital

 157,500

 To record sale of 1,500,000 over-allotment Units at $10.00 per Unit.

 2

 Cash held in Trust Account

 75,000

 Additional paid-in capital

 75,000

 To record sale of 75,000 additional Private Placement
Warrants to KBW at $1.00 per Private Placement Warrant

 3

 Class A ordinary shares subject to possible redemption

 819,951

 Additional paid-in capital

 5,049

 Cash held in Trust Account

 825,000

 To record additional $0.40 per over-allotment Unit of deferred underwriting fee to underwriters

 4

 Over-allotment option liability

 92,100

 Class A ordinary shares subject to possible redemption

 92,100

 To release the value of 1,500,000 over-allotment option liability due to the partial exercise of the underwriters of their over-allotment option

 5

 Additional paid-in capital

 960,351

 Class A ordinary shares subject to possible redemption

 960,351

 To record accretion of Class A ordinary shares subject to redemption to an amount of $10.05 per share

 6

 Accumulated
 deficit

 732,900

 Additional
 paid-in capital

 732,900

 To record increase in reclassification of negative APIC to Accumulated Deficit

 F- 2