Patriot Acquisition Corp./CI 8-K

What Happened
Patriot Acquisition Corp. (PTAC) filed an 8‑K reporting the closing of its May 18, 2026 IPO and related private warrant sales, and the partial exercise of the underwriter’s over‑allotment. The IPO sold 16,000,000 units at $10.00 per unit (each unit = one Class A ordinary share and one‑half warrant), generating $160,000,000. KBW (Keefe, Bruyette & Woods) had a 45‑day option to buy up to 2,400,000 additional units; KBW exercised 1,500,000 units (closed May 21, 2026) for $15,000,000. Simultaneously, the company completed private sales of warrants to its sponsor and KBW (initially 5,200,000 warrants at $1.00 each) and sold an additional 75,000 private placement warrants to KBW for $75,000.

Key Details

• IPO: 16,000,000 units at $10.00 each → $160,000,000 gross proceeds (May 18, 2026).
• Unit composition: 1 Class A ordinary share + 1/2 Warrant; each whole Warrant exercise price = $11.50/share.
• Over‑allotment: KBW exercised 1,500,000 units (May 20–21, 2026) → $15,000,000 gross proceeds.
• Private placement warrants: 5,200,000 warrants sold at $1 each (to Sponsor and KBW); additional 75,000 sold to KBW for $75,000. No underwriting discounts/commissions on the private sales.
• Trust account: An additional $15,075,000 (net proceeds from the over‑allotment units and extra private warrants) was deposited, bringing the trust account balance to $175,875,000. A pro forma balance sheet reflecting the over‑allotment proceeds is filed as Exhibit 99.1.

Why It Matters
These actions finalize the SPAC’s capital raise and increase the cash held in its trust account, which is the pool of funds available to pursue a business combination or to return to public shareholders if a deal is not completed. The sale and future exercise of warrants can dilute the company’s equity base and affect potential upside for common shareholders. The increased trust balance and completed over‑allotment give the SPAC more capital to pursue transactions, while investors should note the outstanding warrants and their $11.50 exercise price as a potential source of dilution.