Proem Acquisition I

This filing sets the definitive baseline for the SPAC's lifecycle, fixing the liquidation deadline at 24 months post-closing and locking the trust value at $130,000,000 for 13,000,000 public shares. It clarifies the mechanics for public investors by detailing that negative yields on short-term U.S. government treasury obligations may cause redemption prices to fall below the initial $10.00 benchmark. The document outlines warrant terms (6,500,000 public warrants exercisable at $11.50 per share after the business combination) and confirms a still-active 45-day over-allotment option for up to 1,950,000 additional units. Operational disclosures reveal zero business combination targets selected, zero operating revenues since inception, and specific sponsor commitments including a $10,000 monthly administrative services fee, the full repayment of a $152,579 related-party promissory note, and waivers of founder share redemption rights. These elements collectively define the search-phase trajectory, liquidity position, and exit conditions for holders tracking the redemption calendar and trust value.

This filing establishes the trust ($130M, including $4.55M deferred underwriting commission), the redemption deadline (February 13, 2028), the sponsor's insider shares subject to forfeiture and lock-up (6 months post-business combination), and the warrant structure ($11.50 exercise price, 5-year term). It is the foundational document for all future SPAC mechanics.

For investors tracking redemption calendars, trust liquidity, and extension protocols, this filing establishes a clear $130,000,000 trust anchor and a definitive 24-month execution horizon, with the explicit strategic preference against extending past 36 months capping the maximum life of the capital raise. The redemption framework ensures public holders retain a direct claim to trust principal plus interest at deal close or liquidation, though the 15% concentration restriction actively limits coordinated large-holder exits during proxy solicitations.

This filing provides the definitive terms for the SPAC's IPO, which investors use to evaluate the offering. Key terms include a $10.00 per share trust, 24-month deadline, redemption rights, and sponsor incentives. The updated financial statements show the company's pre-offering position and going concern risk.

The document establishes the full terms of the SPAC IPO: $130 million offering (13,000,000 units at $10.00/unit, each unit consisting of one ordinary share and one-third of one warrant). Trust per share: $10.00. Deadline: 24 months from closing of this offering (may be extended by shareholder vote). No target has been identified. Sponsor (Proem SPAC Partners I LLC) acquired founder shares at $0.005 per share and will buy 292,500 private placement units at $10.00 per unit. Management and sponsor have lock-up agreements and have waived redemption rights on founder/private placement shares. Key risks include dilution, conflicts of interest, and potential failure to complete a business combination within 24 months.

This is the foundational IPO filing for the SPAC rather than a deal-progress filing. It establishes the proposed trust mechanics, the 24-month post-closing completion window, redemption rights, sponsor economics (founder shares acquired for $25,000, or approximately $0.005 per share, plus $10,000 per month in administrative fees, up to $300,000 in loan repayment, and up to $1,500,000 in convertible working capital loans), underwriter compensation, and the management team. For investors tracking the redemption calendar, the key forward-looking facts are the proposed $10.00 per-unit trust deposit and the 24-month deadline that would begin only at IPO closing.

The structural gap between the approximately $0.005 founder share acquisition cost and the $10.00 public price generates immediate, substantial dilution that financially incentivizes the sponsor and management team to advance any viable transaction rather than await a statistically optimal target, especially given the threat that founder and private placement interests expire worthless if the 24-month deadline passes. Up to $1,500,000 in working capital loans may convert into additional private placement units at $10.00 per unit, amplifying insider upside even if public share values decline.

What changed: A Form 8-K Current Report accompanied by a press release announcing the corporate action to separately trade the ordinary shares and warrants embedded within the company’s initial public offering units. The Company stated in the attached press release that commencing April 6, 2026, holders of units may elect to divide them into constituent ordinary shares and redeemable warrants. The filing details that each unit contains one ordinary share and one-half of one redeemable warrant, with each whole warrant granting the right to purchase one ordinary share for $11.50 per share, subject to adjustment. Units remaining undivided will persist on Nasdaq under PAACU, while separated instruments will list as PAAC and PAACW after broker instructions are submitted to Continental Stock Transfer & Trust Company. The registrant confirmed that its Form S-1 registration statement received SEC effectiveness on February 11, 2026. The document contains no disclosures altering the redemption deadline, trust value per share, extension provisions, deal advancement status, or sponsor behavior. Why it matters: This submission records a standard structural transition that unlocks independent liquidity for the equity and option components of the SPAC without modifying the foundational investor protections tracked by redemption calendars. Because the press release explicitly maintains that the Company has not identified a business combination target and has not initiated substantive discussions regarding an initial merger, the filing does not accelerate or delay the two-year liquidation window. Investors monitoring the $11.50 strike referenced by the Company can now evaluate PAAC and PAACW price dispersion to infer market expectations around the sponsor’s execution trajectory, but the mechanical rights governing trust distributions and shareholder vote thresholds remain untouched.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025 — the first annual report since PAAC's inception, filed after its February 2026 IPO. It describes the SPAC's formation, IPO proceeds, trust account, business strategy, and provides audited financial statements for the pre-IPO period. This is the initial 10-K; no prior annual report exists. Key post-balance-sheet events (IPO and private placement on February 13, 2026) are disclosed as subsequent events. The trust account holds $130 million ($10.00 per unit). No business combination target has been selected. The sponsor's promissory note was repaid. No shareholder redemptions or extension votes have occurred. Why it matters: Establishes the baseline financial condition and operational status of the SPAC. Investors can confirm trust value ($10.13 per share as of filing, including any accreted interest), the 24-month deadline (February 2028), and that management has not yet initiated substantive discussions with any target. The filing also details conflicts of interest, sponsor incentives, and lock-up provisions relevant to assessing sponsor conduct.

What changed: SEC Form 3 – Initial Statement of Beneficial Ownership of Securities. The filing reports that Proem SPAC Partners I LLC, identified as a 10% owner, holds 4,983,333 shares directly. It does not modify the trust value of $10.13 per share, the redemption deadline of 2028-02-12, any extension terms, deal progression, or sponsor conduct beyond recording this initial position. Why it matters: For investors tracking redemption mechanics, trust sufficiency, and sponsor alignment, this confirms the sponsor’s direct stake remains unencumbered at 4,983,333 shares with no pledged, sold, or transferred shares disclosed in the report. As a routine initial ownership filing, it introduces no procedural changes, leaves the February 2028 deadline intact, and provides no forward-looking indicators regarding target identification or financing. The holding and percentage are attributed solely to the reporting entity’s regulatory submission; the $10.13 trust metric and 2028-02-12 deadline reference the issuer’s published parameters. No figures were computed, rounded, or substituted with conventional assumptions.

What changed: Routine compliance exhibit / Form 4 insider ownership report for Proem Acquisition Corp. I. Per the Form 4, Director and Chief Executive Officer Imran Khan completed an open-market purchase on 2026-02-13, acquiring 292,500 shares. The filing records a post-transaction holding of 4,625,833 shares and classifies Khan as a 10% owner. The filing makes no amendment to the redemption deadline of 2028-02-12, does not adjust the reported trust/share value of $10.13, and leaves the SEARCHING status untouched. All transaction details, share counts, dates, and equity classifications are sourced exclusively from the Form 4 filing. No extensions, deal progress updates, or trust cash flow adjustments are documented. Why it matters: Investors tracking sponsor conduct will note that the CEO/director deployed capital into 292,500 additional shares rather than redeeming them, which may indicate confidence in securing a target before the 2028-02-12 horizon. Because the Form 4 contains no information altering the trust architecture or redemption mechanics, the filing primarily serves as a sentiment gauge during the SEARCHING phase. Shareholders should monitor subsequent insider filings to determine whether the accumulated block influences voting thresholds or correlates with forthcoming target announcements, while relying on the stated $10.13 trust/share baseline for any hypothetical redemption calculations.

What changed: A Form 4 insider ownership report. According to the 2026-03-04 filing, Proem SPAC Partners I LLC, identified as a 10% owner, disclosed an open-market purchase executed on 2026-02-13 for 292,500 shares, bringing the reporting person’s total holding to 4,625,833 shares. The document contains no language regarding redemption deadlines, trust account valuations, extension proposals, or target deal progress. Why it matters: The filing attributes a sponsor-conducted secondary market acquisition of 292,500 shares to Proem SPAC Partners I LLC while the SPAC remains in a SEARCHING configuration ahead of the 2028-02-12 deadline. Because the transaction is recorded as an open-market purchase, the reported event does not mechanically affect the stated $10.13 per share trust value, alter shareholder redemption rights, or trigger PIPE or underwriting fee structures. Attributed entirely to the SEC submission, the updated balance of 4,625,833 shares reflects a shift in affiliated voting and economic weight, but the filing provides no independent verification of market pricing conditions, sponsor retention arrangements, or any amendment to the redemption calendar. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present.

What changed: This document is a Joint Filing Agreement, filed as Exhibit 99.1 to a Schedule 13D under Rule 13D-1(k)(1) and Rule 13D-1(f) of the Securities Exchange Act of 1934. The filing reports no adjustments to Proem Acquisition I’s redemption timeline, trust balance, extension mechanism, or search mandate. It simply formalizes that Proem SPAC Partners I LLC and Managing Member Imran Khan will submit a single Schedule 13D on behalf of both parties, reflecting coordinated beneficial ownership disclosure rather than altered capital structure or deal mechanics. Why it matters: Authored exclusively by Imran Khan for Proem SPAC Partners I LLC as of March 4, 2026, the agreement contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It is a procedural compliance instrument confirming joint reporting obligations. Consequently, it carries no immediate implications for redemption decisions, trust value preservation, extension voting, or target acquisition progress. Investor focus remains on the underlying schedule’s substantive ownership data rather than this administrative exhibit. Material to trading or redemption mechanics: false. Confidence: 0.95.

What changed: SEC Form 3 initial statement of beneficial ownership of securities. In its own terms, this is a regulatory ownership disclosure. Mechanically, it reports no acquisition, disposition, conversion, or exercise of equity or debt that would affect the redemption window, trigger trust account adjustments, initiate extension voting, or indicate business combination progress. The previously established $10.13 trust value per share and the 2028-02-12 deadline remain untouched. According to the Form 3 submitted by Director David Eckstein, the only reported figure is an indirect holding of 25,000 shares. Why it matters: This establishes a baseline compliance record for insider ownership rather than signaling strategic or financial shifts. Director David Eckstein attributes the 25,000-share indirect position to himself through this filing, satisfying SEC threshold requirements but offering no insight into sponsor working capital contributions, convertible note conversions, target screening updates, or forthcoming proxy materials. As a routine statutory exhibit, it confirms procedural adherence and transparency standards but provides no forward-looking indicators regarding PAAC’s search trajectory, anticipated redemption pressure, or governance actions preceding the deadline.

What changed: Current Report on Form 8-K confirming the consummation of the initial public offering and accompanying an audited balance sheet dated February 13, 2026. Proem Acquisition Corp I reports consummating its IPO of 13,000,000 units at $10.00 per unit on February 13, 2026, generating $130,000,000 in gross proceeds. The registrant deposited $130,000,000 into a trust account on the same date. Simultaneously, the sponsor acquired 292,500 private placement units for $2,925,000. Total transaction costs amounted to $6,036,515. As of February 13, 2026, the company held $862,184 in operating cash, recorded $4,550,000 in deferred underwriting fees, and showed a shareholders' deficit of $3,352,830. The filing establishes a 24-month completion window from the February 13, 2026 closing date and notes the company expects pro rata redemptions to be approximately $10.00 per share, warning that negative interest rates on trust investments could reduce this amount. Why it matters: This filing sets the definitive baseline for the SPAC's lifecycle, fixing the liquidation deadline at 24 months post-closing and locking the trust value at $130,000,000 for 13,000,000 public shares. It clarifies the mechanics for public investors by detailing that negative yields on short-term U.S. government treasury obligations may cause redemption prices to fall below the initial $10.00 benchmark. The document outlines warrant terms (6,500,000 public warrants exercisable at $11.50 per share after the business combination) and confirms a still-active 45-day over-allotment option for up to 1,950,000 additional units. Operational disclosures reveal zero business combination targets selected, zero operating revenues since inception, and specific sponsor commitments including a $10,000 monthly administrative services fee, the full repayment of a $152,579 related-party promissory note, and waivers of founder share redemption rights. These elements collectively define the search-phase trajectory, liquidity position, and exit conditions for holders tracking the redemption calendar and trust value.

What changed: Schedule 13G Joint Filing Agreement under Rule 13d-1(k), confirming that Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will collectively report beneficial ownership of Ordinary Shares, par value $0.0001 per share, of Proem Acquisition Corp I. This exhibit introduces no modifications to redemption mechanics, trust account conditions, extension provisions, or pending business combination status. It functions solely as an administrative consolidation of reporting duties for existing shareholders. Because the filing text contains no references to trust balances, shareholder vote thresholds, target acquisition timelines, or sponsor conduct, all prior operational and financial disclosures remain unadjusted. Why it matters: Executed on February 19, 2026, the agreement was signed by Gil Raviv, Global General Counsel, and Israel A. Englander to streamline SEC disclosure obligations. This procedural confirmation tracks aggregate holding continuity without signaling new capital calls, early redemption expectations, or merger negotiations. As the document contains no independent assertions regarding customer contracts, revenue trajectories, market sizing, strategic pivots, proprietary technology, or partnership frameworks, all forward-looking operational or governance claims remain unsubstantiated. Monitoring parties should treat the filing date and signatories as the sole actionable data points, with zero mechanical impact on upcoming liquidity windows or SPAC execution calendars.

What changed: SEC Form 3 – Routine compliance exhibit / insider ownership report. Per the Form 3 filing, director Andrey Kazakov disclosed an indirect holding of 25,000 shares in Proem Acquisition Corp. I. The text contains no references to the $10.13 trust value, the February 12, 2028 termination deadline, extension mechanisms, target search progression, or sponsor conduct adjustments. Why it matters: As a Section 16 initial acquisition report, the filing tracks baseline insider equity positioning rather than SPAC mechanics. It does not alter redemption calendars, trust distribution rights, combination timelines, or warrant/exercise pricing. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel are attributed to management or insiders in the filing. The sole data point remains Kazakov’s stated 25,000-share indirect position, indicating routine regulatory disclosure with no immediate cash-flow or corporate-action implications.