ptree_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 5, 2026

PINE TREE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-43499	N/A
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

418 Broadway, #6538

Albany, NY 12207

(Address of Principal Executive Offices) (Zip Code)

(345) 623-2740

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one right	PAXGU	The Nasdaq Stock Market LLC

Class A Ordinary Shares, par value $0.0001 per share	PAXG	The Nasdaq Stock Market LLC

Rights, each entitling the holder to three-fourths of one Class A ordinary share upon the completion of the Company’s initial business combination	PAXGR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 5, 2026, the Registration Statement on Form S-1 (SEC File No. 333-292289) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of units of Pine Tree Acquisition Corp. (the “Company”) was declared effective.

On October 6, 2026, the Company entered into various agreements, forms of which were previously filed as exhibits to the Registration Statement. The Company also adopted a second amended and restated memorandum and articles of association. The material terms of such agreements and the second amended and restated memorandum and articles of association are fully described in the Company’s final prospectus, dated October 6, 2026, as filed with the SEC on October 6, 2026. This Current Report on Form 8-K is being filed solely to file such executed agreements and second amended and restated memorandum and articles of association, which are affixed as exhibits hereto.

Item 8.01. Other Events.

On October 6, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit		Description

3.1		Second Amended and Restated Memorandum and Articles of Association.

4.1		Rights Agreement between the Company and Continental Stock Transfer & Trust Company.

10.1		Underwriting Agreement between the Company and Maxim Group LLC, as representative of the underwriters.

10.2		Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company.

10.3		Registration Rights Agreement between the Company and certain security holders.

10.4		Administrative Services Agreement.

10.5		Form of Indemnification Agreement.

10.6		Insider Letter.

10.7		Private Placement Units Purchase Agreement between the Company and Pine Tree Sponsor Group, LLC.

10.8		Private Placement Units Purchase Agreement between the Company and North Penn, LLC.

99.1		Press Release, dated October 6, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.