Patriot Acquisition Corp./CI

8-K · ea0292516-8k_patriot.htm iXBRL

0002099095

 2026-06-08
 2026-06-08

 0002099095

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 2026-06-08
 2026-06-08

 0002099095

 PTACU:ClassOrdinarySharesParValue0.0001PerShareMember

 2026-06-08
 2026-06-08

 0002099095

 PTACU:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member

 2026-06-08
 2026-06-08

 iso4217:USD

 xbrli:shares

 iso4217:USD

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

 Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 8, 2026

  

 Patriot Acquisition Corp.

 (Exact name of registrant as specified in its charter)

  

 Cayman Islands
  
 001-43292
  
 98-1903814

 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

  

 Four Radnor Corporate Center , 100 Matsonford Road ,

 Suite 210 , Radnor , PA
  
 19087

 (Address of principal executive offices)
  
 (Zip Code)

  

 ( 215 ) 399-4650

 (Registrant's telephone number, including area code)

  

 Not Applicable

 (Former name or former address, if changed since last report)

  

 Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

  

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

  

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:    

  

 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
  
 PTACU
  
 The Nasdaq Stock Market LLC

 Class A ordinary shares, par value $0.0001 per share
  
 PTAC
  
 The Nasdaq Stock Market LLC

 Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
  
 PTACW
  
 The Nasdaq Stock Market LLC

  

 Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).

  

 Emerging growth company  ☒

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

 Item 8.01. Other Events.

  

 As previously disclosed, on May 18, 2026, Patriot Acquisition Corp.
(the “ Company ”) consummated its initial public offering (“ IPO ”), which consisted of 16,000,000 units
(the “ Units ”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“ Class A Ordinary Share ”)
and one-half of one redeemable warrant of the Company (each, a “ Warrant ”), with each whole Warrant entitling the holder
thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $160,000,000. Keefe, Bruyette and Woods, Inc. (“ KBW ”), the underwriter, was granted a 45-day option
to purchase up to an additional 2,400,000 Units offered by the Company to cover over-allotments, if any (the “ Over-Allotment
Option ”). 

  

 As previously disclosed, simultaneously with the closing of the IPO,
pursuant to the private placement warrants purchase agreements with Patriot Acquisition Sponsor LLC (the “ Sponsor ”)
and KBW, the Company completed the private sale of an aggregate of 5,200,000 Warrants (the “ Private Placement Warrants ”)
to the Sponsor and KBW at a price of $1.00 per Private Placement Warrant (the “ Private Placement ”). The Private Placement
Warrants (and underlying securities) are identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration
Statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission on March 6, 2026 (File No. 333-294090). No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

  

 As previously disclosed, subsequently, on May 20, 2026, KBW partially
exercised the Over-Allotment Option for 1,500,000 Units. The closing of the issuance and sale of the additional Units (the “ Over-Allotment
Option Units ”) occurred on May 21, 2026. The total aggregate issuance by the Company of 1,500,000 Over-Allotment Option Units
at a price of $10.00 per unit generated total gross proceeds of $15,000,000. On May 21, 2026, simultaneously with the sale of the Over-Allotment
Option Units, the Company consummated the private sale of an additional 75,000 Private Placement Warrants to KBW, generating gross proceeds
of $75,000.

  

 On May 21, 2026, an additional $15,075,000 consisting of the net proceeds
from the sale of the Over-Allotment Option Units and the additional Private Placement Warrants was placed in the trust account, resulting
in a total of $175,875,000 held in the trust account. 

  

 An unaudited pro forma balance sheet reflecting receipt of the proceeds
from the sale of the Over-Allotment Option Units is included as Exhibit 99.1 to this Current Report on Form 8-K.

  

 Item 9.01 Exhibits.

  

 (d) Exhibits.

  

 99.1
  
 Pro Forma Balance Sheet.

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 1

  

  

 SIGNATURES

  

 Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.

  

  
 PATRIOT ACQUISITION CORP.

 Date: June 8, 2026

  

  
  
  

  
 By:
 /s/ Thomas Cestare

  
 Name: 
 Thomas Cestare

  
 Title:
 Chief Financial Officer

  

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