{"url_path":"/sec/cik-0002099095/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/2099095/0001213900-26-073116-index.html","accession_number":"0001213900-26-073116","cik":"0002099095","ticker":null,"issuer_name":"Patriot Acquisition Corp./CI","edgar_url":"https://www.sec.gov/Archives/edgar/data/2099095/0001213900-26-073116-index.html","primary_entity_key":"0002099095","primary_entity_name":"Patriot Acquisition Corp./CI"},"word_count":610,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nOn October 27, 2025, the Sponsor made a capital\ncontribution of $25,000, or approximately $0.004 per share, through payments of offering costs and expenses on the Company’s behalf,\nfor which the Company issued 5,750,000 Class B ordinary shares, known as founder shares, to the Sponsor. On May 14, 2026, the Sponsor\nsurrendered to the Company the 1,150,000 founder shares for no consideration, resulting in the Sponsor holding 4,600,000 founder shares.\nAll share and per share data has been retrospectively presented. Up to 600,000 of the founder shares may be surrendered for no consideration\ndepending on the extent to which the underwriters’ over-allotment is exercised. As of May 18, 2026, at the closing of the Initial\nPublic Offering, the full over-allotment option remains open. Subsequently, on May 21, 2026, the Company closed the issuance and sale\nof 1,500,000 additional Units in connection with the underwriters partially exercising the over-allotment option. As a result, 375,000\nfounder shares are no longer subject to forfeiture. The foregoing issuance was made pursuant to the exemption from registration contained\nin Section 4(a)(2) of the Securities Act.\n\n \n\nSubsequent to the quarterly period covered by\nthis Quarterly Report, on May 18, 2026, the Company consummated the Initial Public Offering of 16,000,000 Units at $10.00 per Unit, generating\ngross proceeds of $160,000,000. Keefe, Bruyette & Woods, Inc. acted as sole book-running manager of the Initial Public Offering. The\nsecurities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-294090). The Securities\nand Exchange Commission declared the registration statements effective on May 13, 2026.\n\n \n\nSimultaneously with the closing of the Initial\nPublic Offering, we consummated the sale of 5,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in\na private placement to the Company’s Sponsor and to KBW, generating gross proceeds of $5,200,000. The foregoing issuance was made\npursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nOn May 21, 2026, the Company closed the issuance\nand sale of 1,500,000 additional Units in connection with the underwriters partially exercising the over-allotment option. The additional\nUnits were sold at a price of $10.00 per Unit, generating gross proceeds of $15,000,000. Simultaneously with the closing of the sale of\nthe additional Units, the Company completed the private placement of an additional 75,000 Private Placement Warrants to KBW at a price\nof $1.00 per Private Placement Warrant, generating gross proceeds of $75,000. As a result, 375,000 founder shares are no longer subject\nto forfeiture. The underwriters have 45 days from the date of the Initial Public Offering to purchase the remaining 900,000 Units.\n\n \n\nThe Private Placement Warrants are identical to\nthe warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable,\nassignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.\n\n \n\nOf the gross proceeds received from the Initial\nPublic Offering, the underwriters’ partial exercise of their over-allotment option, and the proceeds of the sale of the Private\nPlacement Warrants, an aggregate of $175,875,000 was placed in the Trust Account.\n\n \n\nWe paid total transaction costs of $9,520,840,\nconsisting of $1,920,000 of cash underwriting fee (net of $480,000 underwriters’ reimbursement), $6,400,000 of deferred underwriting\nfee, and $1,200,840 of other offering costs on the closing of the Initial Offering. Subsequently, as a result of underwriter’s partial\nexercise of their over-allotment option, additional $825,000 of deferred underwriting fee was incurred.\n\n \n\nFor a description of the use of the proceeds generated\nin our Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}