Praetorian Acquisition Corp-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-43072 Praetorian Acquisition Corp.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The registrant’s shares were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of2025 because the registrant was not incorporated until September 29, 2025. The registrant’s Units began trading on The Nasdaq StockMarket LLC on or promptly after January 26, 2026, under the symbol “PTORU,” and the registrant’s Class A Ordinary Shares andRedeemable Warrants began trading on The Nasdaq Stock Market LLC on the 52nd day following January 26, 2026 (unless earlierseparate trading was permitted), under the symbols “PTOR” and “PTORW,” respectively. Accordingly, there was no market value forthe registrant’s public securities as of the last business day of the second fiscal quarter of 2025. The aggregate market value of theregistrant’s Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed byreference to the closing price for the Class A Ordinary Shares on March 23, 2026, as reported on The Nasdaq Stock Market LLC, was$9.80. As of March 23, 2026, there were 33,923,083 Class A Ordinary Shares, par value $0.0001 per share (consisting of 25,300,000 Class AOrdinary Shares underlying the public units and 189,750 representative shares), and 8,433,333 Class B Ordinary Shares, par value$0.0001 per share, of the registrant issued and outstanding. TABLE OF CONTENTS PAGEPART IItem 1.Business.1Item 1A.Risk Factors.27Item 1B.Unresolved Staff Comments.36Item 1C.Cybersecurity.36Item 2.Properties.36Item 3.Legal Proceedings.36Item 4.Mine Safety Disclosures.36 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.37Item 6.[Reserved]39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.39Item 7A.Quantitative and Qualitative Disclosures About Market Risk.41Item 8.Financial Statements and Supplementary Data.42Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.42Item 9A.Controls and Procedures.42Item 9B.Other Information.42Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.42 Item 10.Directors, Executive Officers and Corporate Govern