{"url_path":"/sec/cik-0002099095/8-k/2026-05-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2099095/0001213900-26-058517-index.html","accession_number":"0001213900-26-058517","cik":"0002099095","ticker":null,"issuer_name":"Patriot Acquisition Corp./CI","edgar_url":"https://www.sec.gov/Archives/edgar/data/2099095/0001213900-26-058517-index.html","primary_entity_key":"0002099095","primary_entity_name":"Patriot Acquisition Corp./CI"},"word_count":619,"has_tables":true,"body_markdown":"**Item 5.02.\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain\nOfficers.**\n\n** **\n\nOn\nMay 12, 2026, in connection with the IPO, James Barresi, Robert Jones, Michael Taff and Joseph V. Topper, Jr. (collectively with Thomas\nCestare and Jack Kopnisky, the “Directors”) were appointed to the board of directors of the Company (the “Board”).\nMessrs. Barresi, Jones, Taff and Topper are independent directors (the “Independent Directors”). Effective May 12,\n2026, each of Robert Jones, Michael Taff and Joseph V. Topper, Jr. was appointed to the Board’s Audit Committee, with Mr. Taff\nserving as chair of the Audit Committee. Each of Robert Jones, Michael Taff and Joseph V. Topper, Jr. was appointed to the Board’s\nCompensation Committee, with Mr. Jones serving as chair of the Compensation Committee.\n\n \n\nThe\nBoard is comprised of three classes. The term of office of the first class of Directors, which consists of Messrs. Jones and Barresi,\nwill expire at the Company’s first annual general meeting of shareholders. The term of office of the second class of Directors,\nwhich consists of Messrs. Taff and Cestare, will expire at the Company’s second annual general meeting of shareholders. The term\nof office of the third class of Directors, which consists of Messrs. Kopnisky and Topper, will expire at the Company’s third annual\ngeneral meeting of shareholders.\n\n \n\nOn\nMay 14, 2026, the Company entered into Indemnity Agreements, a Letter Agreement and a Registration Rights Agreement with each of the\nDirectors of the Company. The Indemnity Agreements require the Company to indemnify each of the Directors to the fullest extent permitted\nby applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.\nThe Letter Agreement locks up the Directors and officers from selling their securities in the Company, requires the Directors and officers\nto vote in favor of a proposed business combination and outlines the procedures if the Company fails to complete a business combination\nin the required timeframe. The Registration Rights Agreement outlines the registration rights with regard to the equity securities of\nthe Company, including demand registration and piggyback registration rights. The foregoing summaries of the Indemnity Agreements, Letter\nAgreement and Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the\nfull text of the form of Indemnity agreement, Letter Agreement, and Registration Rights Agreement which are filed as Exhibit 10.7, Exhibit\n10.5 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nSubstantially\nconcurrently with the effectiveness of the Registration Statement and closing of the IPO, the Sponsor intends to transfer to each of\nthe Independent Directors 25,000 Class B ordinary shares and to each of Messrs. Kopnisky and Cestare 200,000 and 100,000 Class B ordinary\nshares, respectively, at the same price as originally paid by the Sponsor for such shares, approximately $0.00434 per share, pursuant\nto a certain securities transfer agreement (the “Securities Transfer Agreement”) dated May 14, 2026 by and among the\nCompany, the Directors and the Sponsor.\n\n \n\nThere\nhas been no transaction, nor is there any currently proposed transaction, that requires disclosure under Item 404(a) of Regulation S-K\nin connection with the appointment of Mr. Barresi to the Board except as follows. Squire Patton Boggs (US) LLP serves as outside counsel\nfor various Company matters. The Company expects to pay approximately $350,000 in 2026 for legal services rendered\nto the Company.\n\n \n\nOther\nthan as set forth in Item 1.01, the Registration Statement and above, none of the directors mentioned above are party to any arrangement\nor understanding with any person pursuant to which they were appointed as directors.\n\n \n\n2"}