S-K 1602, SPAC Registered Offerings

Nov. 14, 2025

USD ($)

SPAC Offering Prospectus Summary [Line Items]

SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag]

true

De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag]

true

SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag]

true

SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See the section titled “Dilution” for more information.

As of October 24, 2025
Offering Price of $10.00		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				100% of Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price
	Assuming Full Exercise of Over-Allotment Option
$	7.31	$	6.76	$	3.24	$	5.88	$	4.12	$	4.27	$	5.73	$	0.28	$	9.72
	Assuming No Full Exercise of Over-Allotment Option
$	7.31	$	6.76	$	3.24	$	5.89	$	4.11	$	4.27	$	5.73	$	0.29	$	9.71

SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

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

SPAC Offering Forepart, De-SPAC Consummation Timeframe

24 months

SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag]

true

SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag]

true

SPAC Will Solicit Shareholder Approval for De-SPAC Transaction [Flag]

true

De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block]

There is no limit on the number of extensions that we may seek; however, we do not expect that it will be necessary to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering

De-SPAC Consummation Timeframe, Duration

36 months

De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block]

If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private warrants will be worthless

SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.

SPAC, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private warrants be deposited in a trust account. Of the $224,670,000 in gross proceeds we receive from this offering and the sale of the private warrants described in this prospectus, or $258,000,000 if the underwriters’ over-allotment option is exercised in full, $220,000,000 ($10.00 per unit), or $253,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account in the United States with Odyssey Transfer and Trust Company acting as trustee, after deducting $1,650,000 (or up to $1,897,500 if the underwriters’ over-allotment option is exercised in full) in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $3,020,000 (or $3,102,500 if the over-allotment option is exercised in full) to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Further, we have agreed to reimburse the underwriters for all actual and reasonable expenses incurred in connection with the offering, up to an amount equal to $100,000 at the closing of this offering (which amount is payable regardless of whether or not this offering closes). This reimbursement will have the effect of increasing the proceeds available to us outside of the trust account. The proceeds held in the trust account will initially be invested only 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 we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our 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. We expect that the interest earned on the trust account will be sufficient to pay taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest with respect to permitted withdrawals and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our 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, subject to applicable law.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent

90.00%

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount

$ 224,670,000

SPAC, Securities Offered, Redemption Rights [Text Block]

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination 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 us for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. See “Underwriting”. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.

Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which 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 a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. Any special resolution required to be passed pursuant to the amended and restated memorandum and articles of association or the Companies Act will be decided on a poll in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass such special resolution, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

• file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

The difference between the public offering price per unit and the net tangible book value (NTBV) per Class A ordinary share after this offering constitutes the dilution to investors in this offering. NTBV per share is determined by dividing our NTBV, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares that may be redeemed for cash), by the number of issued and outstanding Class A ordinary shares. See the section “Dilution.”

De-SPAC, Material Potential Source of Future Dilution, Description [Text Block]

The below calculations (A) assume that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, (iii) no working capital loans are converted into units, as further described in this prospectus and (iv) no value is attributed to the warrants (however, we may need to issue ordinary shares or convertible equity or debt securities in the circumstances described above, as we intend to target an initial business combination with a target company whose enterprise value is greater than the net proceeds of the offering and the sale of private warrants), and (B) assume the issuance of 22,000,000 Class A ordinary shares (or 25,300,000 Class A ordinary shares if the over-allotment option is exercised in full) and 8,433,333 founder shares (up to 1,100,000 of which are assumed to be forfeited in the scenario in which the over-allotment option is not exercised in full). Such calculations do not reflect any dilution associated with the exercise of warrants as the warrants are accounted for as equity and are only exercisable following the consummation of our initial business combination. The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares.

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the NTBV was calculated as follows:

	October 24, 2025
	0% Redemption				25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				100% of Maximum Redemption
	No Over- allotment		Full Over- allotment		No Over- allotment		Full Over- allotment		No Over- allotment		Full Over- allotment		No Over- allotment		Full Over- allotment		No Over- allotment		Full Over- allotment
Public offering price	10.00		10.00		10.00		10.00		10.00		10.00		10.00		10.00		10.00		10.00
Net tangible book value deficit before this offering	—		—		—		—		—		—		—		—		—		—
Increase attributable to public shareholders	7.31		7.31		6.76		6.76		5.89		5.88		4.27		4.27		0.29		0.28
Pro forma net tangible book value after this offering	7.31		7.31		6.76		6.76		5.89		5.88		4.27		4.27		0.29		0.28
Dilution to public shareholders	2.69		2.69		3.24		3.24		4.11		4.12		5.73		5.73		9.71		9.72
% Dilution to public shareholders	26.90	%	26.90	%	32.40	%	32.40	%	41.10	%	41.20	%	57.30	%	57.30	%	97.10	%	97.20	%

Net tangible book value	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)

Numerator:
Net tangible book value deficit before this offering	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)	(25,141	)
Net proceeds from this offering and the sale of private warrants	222,420,000		255,420,000		222,420,000		255,420,000		222,420,000		255,420,000		222,420,000		255,420,000		222,420,000		255,420,000
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value	32,317		32,317		32,317		32,317		32,317		32,317		32,317		32,317		32,317		32,317
Less: Over-allotment liability	(242,600	)	—		(242,600	)	—		(242,600	)	—		(242,600	)	—		(242,600	)	—
Less: Deferred underwriting fees	(6,600,000	)	(7,590,000	)	(4,950,000	)	(5,692,500	)	(3,300,000	)	(3,795,000	)	(1,650,000	)	(1,897,500	)	—		—
Less: Redemptions	—		—		(55,000,000	)	(63,250,000	)	(110,000,000	)	(126,500,000	)	(165,000,000	)	(189,750,000	)	(220,000,000	)	(253,000,000	)
Total	215,584,576		247,837,176		162,234,576		186,484,676		108,884,576		125,132,176		55,534,576		63,779,676		2,184,576		2,427,176

Denominator:
Ordinary shares outstanding prior to this offering	8,433,333		8,433,333		8,433,333		8,433,333		8,433,333		8,433,333		8,433,333		8,433,333		8,433,333		8,433,333
Ordinary shares forfeited if over-allotment is not exercised	(1,100,000	)	—		(1,100,000	)	—		(1,100,000	)	—		(1,100,000	)	—		(1,100,000	)	—
Ordinary shares offered	22,000,000		25,300,000		22,000,000		25,300,000		22,000,000		25,300,000		22,000,000		25,300,000		22,000,000		25,300,000
Less: Ordinary shares redeemed	—		—		(5,500,000	)	(6,325,000	)	(11,000,000	)	(12,650,000	)	(16,500,000	)	(18,975,000	)	(22,000,000	)	(25,300,000	)
Representative Shares	165,000		189,750		165,000		189,750		165,000		189,750		165,000		189,750		165,000		189,750
Total	29,498,333		33,923,083		23,998,333		27,598,083		18,498,333		21,273,083		12,998,333		14,948,083		7,498,333		8,623,083

____________

(1) Expenses applied against gross proceeds include offering expenses of approximately $600,000 (or $682,500 if the over-allotment option is exercised in full) and underwriting commissions of $0.075 per unit (including any units sold pursuant to the underwriters’ option to purchase additional units), or $1,650,000 in the aggregate (or up to $1,897,500 if the underwriters’ over-allotment option is exercised in full), payable to the underwriters. See “Use of Proceeds.”

(2) Upon the closing of this offering, 0.075% of the gross proceeds of the offering shall be payable in cash ($1,650,000, or up to $1,897,500 if the underwriters’ over-allotment option is exercised in full). Upon the consummation of our initial business combination, 3.0% of the gross proceeds of the offering shall be paid to Clear Street in cash based on the funds remaining in the trust account after giving effect to public shares that are redeemed in connection with an initial business combination (up to $6,600,000, or up to $7,590,000 if the underwriters’ over-allotment option is exercised in full). See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

(3) If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Praetorian Sponsor LLC	$25,000 per month	Office space, utilities and secretarial and administrative support
	8,433,333 Class B ordinary shares(1)	$25,000
	4,670,000 private warrants to be purchased simultaneously with the closing of this offering (or 5,000,000 private warrants if the over-allotment option is exercised in full) private warrants	$4,670,000 (or $5,000,000 if the over-allotment option is exercised in full)
	Up to $300,000 in loans	Repayment of loans made to us to cover offering related and organizational expenses
	Up to $1,500,000 in working capital loans, which loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender	Working capital loans to finance transaction costs in connection with an initial business combination
	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination
Holders of Class B ordinary shares	Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio	Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion
Praetorian Sponsor LLC, our officers, directors, advisors, or our or their affiliates	Finder’s fees, advisory fees, consulting fees or success fees(2)	Any services 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
Praetorian Sponsor LLC, or its affiliates	Salary or fee in an amount that constitutes a market standard for comparable transactions(3)	Any services provided as an advisor or otherwise in connection with our initial business combination and certain other transactions

____________

(1) Assuming full exercise of the over-allotment option.

(2) As of the date of this prospectus, no such arrangements are currently in place.

(3) As of the date of this prospectus, no such arrangements are currently in place. Any such salary or fee would be paid using available working capital funds (including proceeds from any promissory notes issued by us and funds released from the trust account upon completion of our initial business combination), but would not in any event be paid out of the Administrative Services Fee.

Praetorian Acquisition Corp. S-1