Praetorian Acquisition Corp. filed a Form 8-K on October 26, 2026, disclosing a planned leadership transition effective October 20, 2026, in which four directors and the Chief Financial Officer departed and were replaced by four new directors and a new CFO.

Key Highlights

  • Four resignations: Nicole Seligman, Erica Dorfman, Alex Elias (directors), and Peter Ondishin (CFO and director) all resigned effective October 20, 2026.
  • Four appointments: Roger L. Cloutier, Jimmy Vaiopoulos, Charles P. Garcia, and Joseph Tonnos were appointed as directors, also effective October 20, 2026.
  • New CFO named: Joseph Tonnos was appointed Chief Financial Officer, succeeding Peter Ondishin.
  • CEO unchanged: Justin Di Rezze, M.D. will continue to serve as the Company's Chief Executive Officer.
  • Independence determination: The Board determined that Cloutier, Vaiopoulos, and Garcia each qualify as independent directors under Nasdaq Stock Market LLC listing rules and applicable SEC rules.
  • No dispute: According to the filing, none of the departures resulted from any dispute or disagreement with the Company, its management, the Board, or any committee of the Board.

Praetorian Acquisition Corp. Board and CFO Transition: October 20, 2026 Details

Praetorian Acquisition Corp. (NASDAQ:PTOR), a Cayman Islands-incorporated blank-check company headquartered in Miami, Florida, disclosed a sweeping leadership change in a current report covering events of October 20, 2026. The filing reported that directors Nicole Seligman, Erica Dorfman, and Alex Elias resigned from the Board and from their seats on both the Audit Committee and the Compensation Committee. Peter Ondishin simultaneously resigned as Chief Financial Officer and as a director. The filing stated that none of these departures arose from any dispute or disagreement with the Company on any matter relating to operations, policies, or practices.

To fill the four resulting vacancies, the Board appointed Roger L. Cloutier, Jimmy Vaiopoulos, Charles P. Garcia, and Joseph Tonnos as directors. Cloutier, 61, is a retired U.S. Army Lieutenant General with 34 years of service who, according to the filing, has served as Chief Business Officer of Nex42 since March 2026. Vaiopoulos, 38, is co-founder and CFO of TSX-listed Stack Capital Group Inc. and previously served as CFO and Interim CEO of Hut 8 Corp. Garcia, 65, is Managing Partner of R360 Management Inc. and founder of Capital Mischief LLC. The filing assigned Cloutier and Vaiopoulos as Class I directors, Tonnos as a Class II director, and Garcia as a Class III director, with each serving until the corresponding annual general meeting of the Company.

Joseph Tonnos was additionally appointed Chief Financial Officer, succeeding Ondishin. The Board determined that Cloutier, Vaiopoulos, and Garcia each qualify as independent directors under Nasdaq listing rules and applicable SEC rules. Justin Di Rezze, M.D. remains Chief Executive Officer throughout the transition, the filing noted.

What Was Disclosed

The filing reported a planned leadership transition at Praetorian Acquisition Corp. effective October 20, 2026, involving the resignation of three directors and the CFO and the simultaneous appointment of four new directors, one of whom also assumed the CFO role.