Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Praetorian Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
G7S17G111 (CUSIP Number) |
01/23/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G7S17G111 |
| 1 | Names of Reporting Persons
Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Reflects beneficial ownership as of the date hereof. On January 23, 2026, Reporting Persons beneficially owned 1,900,000 units, each of which consisted of one Class A ordinary share of the Issuer and one third of one redeemable warrant.
SCHEDULE 13G
|
| CUSIP No. | G7S17G111 |
| 1 | Names of Reporting Persons
Blackstone Alternative Solutions L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, IA |
Comment for Type of Reporting Person: Reflects beneficial ownership as of the date hereof. On January 23, 2026, Reporting Persons beneficially owned 1,900,000 units, each of which consisted of one Class A ordinary share of the Issuer and one third of one redeemable warrant.
SCHEDULE 13G
|
| CUSIP No. | G7S17G111 |
| 1 | Names of Reporting Persons
Blackstone Holdings I L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Reflects beneficial ownership as of the date hereof. On January 23, 2026, Reporting Persons beneficially owned 1,900,000 units, each of which consisted of one Class A ordinary share of the Issuer and one third of one redeemable warrant.
SCHEDULE 13G
|
| CUSIP No. | G7S17G111 |
| 1 | Names of Reporting Persons
Blackstone Holdings I/II GP L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Reflects beneficial ownership as of the date hereof. On January 23, 2026, Reporting Persons beneficially owned 1,900,000 units, each of which consisted of one Class A ordinary share of the Issuer and one third of one redeemable warrant.
SCHEDULE 13G
|
| CUSIP No. | G7S17G111 |
| 1 | Names of Reporting Persons
Blackstone Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Reflects beneficial ownership as of the date hereof. On January 23, 2026, Reporting Persons beneficially owned 1,900,000 units, each of which consisted of one Class A ordinary share of the Issuer and one third of one redeemable warrant.
SCHEDULE 13G
|
| CUSIP No. | G7S17G111 |
| 1 | Names of Reporting Persons
Blackstone Group Management L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Reflects beneficial ownership as of the date hereof. On January 23, 2026, Reporting Persons beneficially owned 1,900,000 units, each of which consisted of one Class A ordinary share of the Issuer and one third of one redeemable warrant.
SCHEDULE 13G
|
| CUSIP No. | G7S17G111 |
| 1 | Names of Reporting Persons
Stephen A. Schwarzman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Reflects beneficial ownership as of the date hereof. On January 23, 2026, Reporting Persons beneficially owned 1,900,000 units, each of which consisted of one Class A ordinary share of the Issuer and one third of one redeemable warrant.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Praetorian Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
2 S Biscayne Blvd, PMB 1004 Suite 3200, Miami, FL 33131 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (i) Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: Ireland (ii) Blackstone Alternative Solutions L.L.C. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (iii) Blackstone Holdings I L.P. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (iv) Blackstone Holdings I/II GP L.L.C. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (v) Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (vi) Blackstone Group Management L.L.C. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (vii) Stephen A. Schwarzman c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: United States | |
| (b) | Address or principal business office or, if none, residence:
See Item 2(a). | |
| (c) | Citizenship:
See Item 2(a). | |
| (d) | Title of class of securities:
Class A Ordinary Shares | |
| (e) | CUSIP No.:
G7S17G111 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a)-(c) with respect to each Reporting Person is set forth in Rows 5-11 of the applicable cover page hereto, and is incorporated herein by reference. As of the date hereof, the Reporting Persons do not beneficially own any of the Class A ordinary shares (the "Shares") of Praetorian Acquisition Corp. (the "Issuer"). As of January 23, 2026, the Reporting Persons held 1,900,000 units (the "Units"), each of which consisted of one Share and one-third of one redeemable warrant representing approximately 6.4% of the Shares outstanding. This filing represents an exit filing for Reporting Persons. The Shares have no CUSIP number. The CUSIP number for the Issuer's Units is G7S17G111. Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV was the direct holder of the Units reported herein. Blackstone Alternative Solutions L.L.C. is the investment manager of Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV. Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons expressly declare that the filing of this Schedule 13G shall not be construed as an admission that any such person is or was, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this Schedule 13G held by any other person, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act. | |
| (b) | Percent of class:
As of the date hereof, the Reporting Persons no longer beneficially own any Shares. As of June 23, 2026, the Reporting Persons beneficially owned 1,900,000 Units representing approximately 6.4% of the Shares outstanding. This filing represents an exit filing for the Reporting Persons. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the information set forth in Row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See the information set forth in Row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the information set forth in Row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the information set forth in Row 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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EXHIBIT LIST Exhibit 99.1 Joint Filing Agreement, by and among the Reporting Persons, dated as of January 30, 2026. |