v3.26.1
S-K 1603(a) SPAC Sponsor
May 11, 2026
SPAC Sponsor, Compensation [Line Items]  
SPAC Sponsor Name Patriot Acquisition Corp.
SPAC Sponsor Form of Organization Limited Liability Company
SPAC Sponsor Business, General Character [Text Block] Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable laws, our sponsor’s business is focused on providing value added growth capital and hands-on oversight to community banks and financial services companies closely related to the banking industry.
SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block]

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, as summarized in the table below.

Subject Securities

 

Expiration Date

 

Natural Persons
and Entities Subject
to Restrictions

 

Exceptions to
Transfer Restrictions

Founder Shares

 

The earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

 

Patriot Acquisition Sponsor LLC

Jack Kopnisky

Thomas Cestare

James Barresi

Robert Jones

Michael Taff

Joseph V. Topper, Jr.

 

Transfers permitted (a) to our officers, directors or consultants, any affiliate or family member of any of our officers, directors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor to its respective members, partners or shareholders pursuant to our sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.

Private Placement Warrants (including underlying securities)

 

30 days after the completion of our initial business combination

 

Patriot Acquisition Sponsor LLC

Jack Kopnisky

Thomas Cestare

 

Same as above, except KBW shall also be permitted to make the same type of transfers to their affiliates as the sponsor can make to its affiliates as described above.

Subject Securities

 

Expiration Date

 

Natural Persons
and Entities Subject
to Restrictions

 

Exceptions to
Transfer Restrictions

Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants

 

180 days

 

Patriot Acquisition Sponsor LLC

Jack Kopnisky

Thomas Cestare

James Barresi

Robert Jones

Michael Taff

Joseph V. Topper, Jr.

 

The representative in its sole discretion may release any of the securities subject to these lock-up agreements at any time. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement described herein.