Key Highlights

  • Pine Tree Acquisition filed Amendment No. 7 to its registration statement for a proposed IPO of 10,000,000 units at $10.
  • Each unit would include one Class A share and one right to three-fourths of a share on a business combination.
  • The prospectus says $100 million, or $115 million with the full over-allotment option, would be held in trust.
  • The company would have 12 months from closing to complete a business combination, extendable by shareholder vote.

Pine Tree Acquisition Corp. (proposed NASDAQ:PAXG), a blank check company organized in the Cayman Islands, filed Amendment No. 7 to its Form S-1 on September 29, 2026 for a proposed initial public offering of 10,000,000 units at $10.00 each, or $100 million. Each unit would include one Class A ordinary share and one right to receive three-fourths of one Class A share upon completion of an initial business combination.

The company proposes Nasdaq symbols PAXGU for the units, PAXG for the Class A shares and PAXGR for the rights, and Maxim Group LLC is the underwriter.

Offering Terms

The prospectus says $100 million would be placed in a segregated trust account with Continental Stock Transfer & Trust Company, or $115 million if the underwriters exercise their 45-day option to buy up to 1,500,000 additional units. The company would have 12 months from the closing to complete a business combination, with shareholders able to vote to extend the period and redemption rights offered at each extension vote. Public shareholders may redeem for their pro rata share of the trust account when a business combination is completed, whether or not they vote, though the prospectus describes a 15% limit on redemptions by a holder without the company's consent.

Underwriting compensation is $0.05 per unit, or $500,000, plus 400,000 to 460,000 representative shares subject to a 180-day FINRA lock-up. Separate trading of the shares and rights is expected on the 52nd day after the prospectus date, or earlier at Maxim's discretion, after the company files an 8-K with an audited balance sheet.

Sponsors and Founders

The sponsors are Pine Tree Sponsor Group, LLC and North Penn, LLC, both Delaware limited liability companies. Pine Tree Sponsor Group is controlled by Pine Tree Top, LLC, whose members are Jin Li and Kun Yang, and North Penn is controlled by Liping Fu. Wei Qian serves as Chairman, Chief Executive Officer and Chief Financial Officer, with independent directors Xiao Wu, described as a biostatistics expert at Columbia University, Yao Guo, described as a vice president of business analytics at Panera Bread, and Yan Zhang, described as president of Lion Group Holding Ltd.

Pine Tree Sponsor Group holds 4,928,571 Class B ordinary shares purchased for $25,000, of which up to 642,857 may be surrendered depending on the over-allotment. The sponsors have committed to buy 140,000 private placement units for $1.4 million at closing. The prospectus states that the company has no geographic or industry restriction and seeks targets valued between $200 million and $2 billion with revenues between $50 million and $500 million.

Risks Flagged

The prospectus warns that the nominal price paid for founder shares could allow the sponsors to profit even if the company selects a target that later declines in value, and it describes immediate dilution to public investors. It also notes that management has fiduciary duties to other entities, that public investors do not have the protections of SEC Rule 419 governing blank check offerings, that extended trust holdings could raise Investment Company Act questions, and that creditor claims could reduce redemption proceeds. The company is an emerging growth company, which means reduced disclosure requirements apply.

Pine Tree's Remaining Steps Before Pricing

Amendment No. 7 shows the registration statement is still preliminary and marked subject to completion. The offering can proceed only after the SEC declares the registration statement effective and the units are priced. Watch for further amendments, for effectiveness and pricing, and for confirmation of the Nasdaq listing. If the offering is completed, the 12-month period to complete a business combination would begin at closing, and any agreement with a target would be reported in later filings.