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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Praetorian Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
01/26/2026 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Praetorian Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,433,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
24.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Dr. Justin Di Rezze | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,433,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
24.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (Rows 5, 7 and 9) Represents 8,433,333 Class B ordinary shares of Praetorian Acquisition Corp. (the "Issuer") held directly by Praetorian Sponsor LLC (the "Reporting Person"). (Row 11) This percentage is calculated based on 33,923,083 ordinary shares outstanding following the completion of the Issuer's initial public offering, which includes (i) 25,300,000 Class A ordinary shares sold as part of the Units in the offering (including the over-allotment), (ii) 8,433,333 Class B ordinary shares held by the initial shareholders, and (iii) 189,750 Class A ordinary shares issued to the underwriters as representative shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Praetorian Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
c/o Praetorian Acquisition Corp., 2 S Biscayne Blvd, PMB 1004 Suite #3200, Miami, FL 33131 | |
| Item 2. | ||
| (a) | Name of person filing:
The person filing this statement is Praetorian Sponsor LLC. | |
| (b) | Address or principal business office or, if none, residence:
c/o Praetorian Acquisition Corp., 2 S Biscayne Blvd, PMB 1004 Suite #3200, Miami, FL 33131 | |
| (c) | Citizenship:
Praetorian Sponsor LLC is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, $0.0001 par value per share | |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
8,433,333 The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person. Praetorian Sponsor LLC (the "Sponsor") holds 8,433,333 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), representing approximately 24.86% of the aggregate issued and outstanding Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), and Class B Ordinary Shares (collectively, the "Ordinary Shares"). The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer automatically concurrently with or immediately following the consummation of the Issuer's initial business combination or earlier at the option of the holder on a one-for-one basis (subject to adjustment), as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-291569). The securities described above are held directly by the Sponsor and indirectly by Dr. Justin Di Rezze, as the managing member of the Sponsor, who holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Dr. Di Rezze disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The aggregate percentage of Ordinary Shares beneficially owned by each of the Reporting Persons is calculated based upon 33,923,083 Ordinary Shares outstanding as of March 23, 2026, as reported by the Issuer in its Form 10-K. | |
| (b) | Percent of class:
24.86% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
8,433,333 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
8,433,333 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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