Pine Tree Sponsor Group, LLC filed a Form 4 with the SEC on October 26, 2026, reporting the forfeiture of 385,714 Class B Ordinary Shares of Pine Tree Acquisition Corp. (NASDAQ:PAXG) following the termination of the remaining portion of the over-allotment option from the company's initial public offering.

Key Highlights

  • Shares forfeited: Pine Tree Sponsor Group, LLC disposed of 385,714 Class B Ordinary Shares on October 26, 2026, at a price of $0.
  • Reason for forfeiture: According to the filing, the shares were forfeited "as a result of the underwriters of the Issuer's initial public offering (the 'IPO') terminating the remaining portion of the over-allotment option of the IPO."
  • Transaction code: The disposal was recorded under transaction code D (disposition).
  • Post-transaction ownership: Following the forfeiture, Pine Tree Sponsor Group, LLC beneficially owns 4,542,857 Class A Ordinary Shares, held directly.
  • Relationship to issuer: The reporting person is identified as a Director and 10% Owner of Pine Tree Acquisition Corp.
  • Conversion terms: The filing notes that Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis, subject to adjustments, concurrently with or immediately following the consummation of an initial business combination, or earlier at the option of holders, and have no expiration date.

Pine Tree Sponsor Group Disposes of Founder Shares After IPO Over-Allotment Termination

Pine Tree Sponsor Group, LLC, a 10% owner and Director-affiliated entity of Pine Tree Acquisition Corp. (NASDAQ:PAXG), reported the forfeiture of 385,714 Class B Ordinary Shares on October 26, 2026. According to the filing, the disposition occurred at a price of $0 and was directly linked to the underwriters of the company's initial public offering terminating the remaining portion of the IPO's over-allotment option.

The filing describes the Class B Ordinary Shares as convertible into the issuer's Class A Ordinary Shares on a one-for-one basis, subject to adjustments, either concurrently with or immediately following the consummation of an initial business combination, or earlier at the option of the holders. The Class B Ordinary Shares carry no expiration date, according to the filing's explanation of responses.

Following the reported transaction, the filing discloses that Pine Tree Sponsor Group, LLC beneficially owns 4,542,857 Class A Ordinary Shares, held directly. The Form 4 was signed by Pine Tree Sponsor Group, LLC, by Pine Tree Top, LLC, its Manager, and dated October 26, 2026. No derivative securities were acquired in the transaction; the 385,714 Class B shares were disposed of, with the derivative security table reflecting this forfeiture and the resulting Class A share ownership position.

What Was Disclosed

Pine Tree Sponsor Group, LLC disclosed the forfeiture of 385,714 Class B Ordinary Shares of Pine Tree Acquisition Corp. at $0, triggered by the termination of the IPO's remaining over-allotment option, leaving the reporting person with 4,542,857 Class A Ordinary Shares.