Perimeter Acquisition Corp. I

Establishes the trust value ($10.00/share), the 24-month deadline (May 14, 2027), and the sponsor lock-up and voting commitments. Investors now have a baseline trust value of $10.00/share (before interest) and a clear redemption timeline. Sponsor conduct is standard but provides no early redemption or transfer until after a deal. The filing confirms the SPAC is now searching for a target.

The prospectus discloses a structural incentive mismatch: public units were priced at $10.00 while founder shares carried an effective cost between $0.004 and $0.006. This disparity, combined with anti-dilution protections for the founder shares and governance provisions allowing charter amendments without unanimous public consent, creates economic pressure on insiders to execute any transaction within the 24-month deadline to preserve their capital.

Investors tracking PMTR’s redemption calendar, trust value preservation, merger advancement, and executive conduct will find this submission procedurally neutral. A Form 3 of this character simply logs a director’s initial reporting obligation and does not distribute trust funds, alter the business combination deadline, initiate shareholder approvals, or signal de-SPAC negotiations. Because the text explicitly notes the absence of reported holdings and includes no commentary on market positioning, customer bases, revenue streams, technological capabilities, strategic alliances, or personnel shifts, it leaves all mechanically relevant dates, valuations, and governance protocols fully intact.

Establishes the baseline terms for a new SPAC at the IPO stage. No business combination target has been identified, so there is no deal risk yet. Key tracker metrics: trust/share ($10.44 not directly stated — the $10.44 in the prompt likely reflects a future trading value; the document states $10.00 per unit deposited), deadline (24 months from closing, with potential extension by shareholder vote up to 36 months), and the significant sponsor incentive (founder shares at $0.005 vs. public at $10.00). The defense/ national security focus is notable and may attract specific regulatory scrutiny (CFIUS).

By forcing the sponsor-consent condition into the public registration record, the SEC effectively turns a private corporate governance term into a transparent deal-execution gate, allowing investors tracking sponsor conduct or potential execution friction to monitor approval timelines directly. The correction request for the Cayman legal opinion impacts deal progress, as unqualified foreign counsel opinions typically validate securities issuance and closing conditions in SPAC mergers.

This filing is the registration statement for a new SPAC IPO, which will provide investors with a vehicle to invest in a blank-check company targeting the defense and national security sectors. It details the sponsor's economic incentives (founder shares purchased at ~$0.006 per share), the trust mechanics, redemption rights, and potential conflicts of interest. The document is critical for investors evaluating whether to participate in the IPO, as it sets the baseline for trust value, redemption procedures, and the timeline for the business combination. The SPAC's focus on aerospace, defense, space, and government services may appeal to certain investors. The disclosure of prior SPAC experience of directors (e.g., 98.8% redemption at Founder SPAC) is notable.

This is the initial public offering filing for a new SPAC. It establishes the trust value ($10.00 per share), redemption mechanics, lock-up periods, sponsor economics, and the timeline. Investors evaluating PMTR need to understand these terms, sponsor incentives, and the management team's background. The filing does not announce a business combination, so it is relevant for the IPO pricing and structure.

What changed: Routine compliance exhibit (Schedule 13G/A beneficial ownership amendment). The provided excerpt identifies only the filing category, SEC accession number, and the Healthcare of Ontario Pension Plan Trust Fund as the reporting holder. It contains no disclosed share quantities, ownership percentages, acquisition timestamps, amendment recitals, or strategic intent declarations. Why it matters: This standard regulatory update carries no immediate impact on Perimeter Acquisition Corp. I’s redemption mechanics, the stated $10.44 trust per share, the May 14, 2027 deadline, de‑SPAC deal progress, or sponsor conduct. Without published position sizes or explicit trading/acquisition narratives attributed to the fund’s management, the filing cannot signal institutional conviction, alter voting thresholds, affect shareholder conversion calculus, or trigger dilution considerations ahead of a business combination.

What changed: A joint filing agreement (Exhibit A) attached to a Schedule 13G/A amendment. It is a routine compliance exhibit wherein seven Harraden Circle affiliated investment vehicles and individual Frederick V. Fortmiller, Jr. mutually agree to submit their beneficial ownership statements and any future amendments for Perimeter Acquisition Corp I shares collectively under Rule 13d-1(k). This excerpt contains only the joint filing consent executed on February 13, 2026. Because the primary Schedule 13G/A amendment data—which would disclose amended share counts, percentage ownership, voting rights, and the purpose of the acquisition—is not included, the document reports no direct changes to redemption deadlines, trust value mechanics, extension processes, or deal progress. It exclusively formalizes that the listed Harraden Circle entities and Mr. Fortmiller will consolidate their regulatory reporting obligations. Why it matters: For investors tracking shareholder alignment near the referenced 2027-05-14 deadline or potential liquidity events, this agreement confirms coordinated reporting across multiple Harraden Circle pools managed by their common signatory, Frederick V. Fortmiller, Jr. While the structure signals potential voting or strategic alignment among the group, the absence of the accompanying Schedule 13G/A summary table means no verifiable claim exists within this text regarding the bloc’s total economic interest, threshold crossings, or stated intentions to redeem shares or approve a target. Subsequent 13G/A pages containing the actual stake data would be required to evaluate material impact on trust dynamics or governance approvals.

What changed: A Schedule 13G/A (Amended Statement of Beneficial Ownership) identifying the Healthcare of Ontario Pension Plan Trust Fund as the reporting person. The amendment serves as a routine regulatory update but discloses no revised share quantities, acquisition or disposition dates, transaction prices, percentage ownership thresholds, or stated purposes for the holding. It contains no references to Perimeter Acquisition Corp. I’s redemption procedures, trust balance allocations, business combination deadline mechanics, extension proposals, sponsor diligence milestones, or target identification progress. Why it matters: The filing confirms ongoing institutional portfolio monitoring by the Healthcare of Ontario Pension Plan Trust Fund without providing positional sizing or intent language that would indicate future voting behavior, extension support, or anticipated redemption activity. Because the excerpt includes no numerical holdings, executive commentary, or transactional context, it yields no actionable signals regarding capital deployment timing, trust value preservation strategies, or sponsor conduct. No claims regarding customers, revenue, market size, commercial strategy, technology, partnerships, litigation, or personnel are attributed to management or third parties within this submission.

What changed: Quarterly report on Form 10-Q (unaudited condensed financial statements). This is Perimeter Acquisition Corp. I's first Form 10-Q, covering the period from inception (March 6, 2025) through September 30, 2025. The key events are the completion of the IPO on May 14, 2025, and the private placement. Trust value is $245,365,396 at September 30, 2025. Redemption value per share is $10.16. The trust holds 24,150,000 public shares. Net income for the inception-to-date period is $3,124,181 on interest income of $3,865,396. Why it matters: Establishes the baseline financial condition post-IPO. The trust value is $245,365,396 vs. a $241,500,000 initial deposit, implying a per-share redemption value of $10.16 (above the $10.00 original unit price). The Company has a deadline of 24 months from May 14, 2025 (i.e., May 14, 2027) to complete a business combination. Management's discussion raises substantial doubt about going concern within one year due to the need to identify and close a deal, but has no target. The filing also discloses a $483,000 working capital note from Gamma that is convertible at $10.00 per unit upon a deal. There are 638,000 Class A shares outstanding not subject to redemption (the Private Placement Units).

What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A beneficial ownership report. This document is a procedural compliance instrument confirming that Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; and Frederick V. Fortmiller, Jr., have executed a joint filing agreement pursuant to SEC Rule 13d-1(k). Regarding SPAC mechanics, this excerpt contains no amended schedules, share counts, acquisition dates, or purpose statements, meaning no actionable change to redemption windows, trust distribution schedules, extension votes, target search timelines, or sponsor behavior is disclosed here. The filing makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements beyond listing the signatories and identifying Mr. Fortmiller, Jr. as Managing Member of the listed entities. Why it matters: For investors tracking redemption calendars and trust values, this filing does not shift the $10.44 trust share price, the 2027-05-14 business combination deadline, or the SPAC’s SEARCHING status. Its significance lies solely in establishing a compliant administrative grouping for common beneficial ownership, which prevents duplicate regulatory filings but does not signal capital deployment, target identification, or merger readiness. The document is routine and carries no operational or financial substance beyond disclosure coordination.

What changed: 10-Q quarterly report for a blank-check SPAC that completed its IPO in May 2025. This is the SPAC's first quarterly report, covering the period from inception (March 6, 2025) through June 30, 2025. Key changes: completed $241.5M IPO (including over-allotment) on May 14, 2025; $242.8M in trust at $10.05/share; trust earned $1.3M in interest; incurred $14M in transaction costs; issued $483K convertible note to Gamma on June 23; reported $874K net income for the quarter; no business combination target selected or discussions underway. Why it matters: Establishes baseline metrics for this newly public SPAC: trust value of $242.8M ($10.05/share vs $10.00 IPO price), 24-month deadline to May 14, 2027, warrants outstanding (12.4M total), and working capital $923K. SPAC has not identified a target, so status remains 'searching.' Note with Gamma has conversion right into units at $10.00.

What changed: A Schedule 13G — beneficial ownership report [0000950170-25-108002] identifying Healthcare of Ontario Pension Plan Trust Fund as the reporting party. The provided filing text lists only the SEC form designation, reference number, and holder name. It reports no updated share counts, ownership percentages, acquisition purposes, or trust allocations. Consequently, there is no alteration to redemption exposure, the stated $10.44 trust value per share, the May 14, 2027 business combination deadline, target selection activity, or sponsor fiduciary conduct. The Healthcare of Ontario Pension Plan Trust Fund asserts no positions regarding client contracts, realized revenues, market size, commercialization roadmaps, technology licensing, partnership terms, regulatory disputes, or leadership rotations within the excerpt. Why it matters: Because the excerpt supplies only an administrative header, it does not shift PMTR’s tracking parameters for investors monitoring the fixed-dollar trust environment or pre-deadline extension pathways. Routine Schedule 13G filings often reflect passive index tracking, asset manager rebalancing, or custodial transfers rather than activist accumulation or merger-validation signaling. Without the full beneficiary table showing acreage, purchase price, or a Statement of Acquisition Purpose, the filing cannot justify adjusting assumptions about the $10.44 per-share reserve or the enforceability of the 2027-05-14 timeline.

What changed: A Schedule 13G joint filing agreement (Exhibit 99.1) submitting a beneficial ownership report for Perimeter Acquisition Corp. I, covering the reporting period ended June 30, 2025, executed pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934. The filing registers collective Section 13(d) disclosure obligations for Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman for the quarter ended June 30, 2025. It does not alter the existing trust balance, modify the redemption deadline calendar, propose an extension, advance deal progress, or indicate any shift in sponsor conduct. The instrument functions exclusively as a procedural authorization to file the underlying beneficial ownership statement electronically on behalf of all listed holders under previsions of Rule 13d-1(k). Why it matters: The document contains no claims regarding customer relationships, revenue performance, market size, strategic direction, technology development, commercial partnerships, legal proceedings, or executive personnel adjustments. All execution authority cited in the text was exercised by Hayley Stein, who identifies herself as Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC, and its affiliated entities. Because it is strictly a periodic ownership registration conduit, it offers no actionable intelligence for monitoring the SPAC's liquidation timeline, trust value maintenance, or shareholder redemption calculus.

What changed: Quarterly Report (Form 10-Q) for SPAC Perimeter Acquisition Corp. I for the quarter ended March 31, 2025, covering the period from inception (March 6, 2025) through March 31, 2025, filed June 23, 2025. First periodic filing since incorporation. The company completed its IPO on May 14, 2025 (after quarter end), raising $241.5 million (24.15 million units at $10.00) with full exercise of over-allotment, plus $6.38 million from private placement. As of March 31, the company had zero cash, a $423,652 working capital deficit, and $132,570 in sponsor promissory note borrowings. Subsequent to quarter end, the IPO closed, the sponsor note was repaid, and a $483,000 working capital note was issued to Gamma Securities LLC on June 23, 2025. No business combination target has been identified or discussions initiated. Why it matters: Establishes the baseline trust account ($241.5 million, $10.00 per share) and 24-month deadline (May 14, 2027). Investors should track extension votes, redemption pressure, and any target announcements. The filing confirms sponsor share structure (6,037,500 founder shares, 20% dilution) and lock-up provisions. The post-IPO working capital note of $483,000 indicates ongoing cash needs for operations.

What changed: A Current Report on Form 8-K accompanied by an attached press release (Exhibit 99.1) announcing the commencement of separate trading for the ordinary shares and warrants included in Perimeter Acquisition Corp. I’s units. The filing reports that beginning on or about June 20, 2025, unit holders may elect to separate their units into individual securities trading under the symbols PMTR (ordinary shares) and PMTRW (warrants), while unseparated units will continue under PMTRU. According to the press release, each unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant. Upon separation, no fractional warrants will be issued; only whole warrants will trade, with each whole warrant exercisable for one ordinary share at an exercise price of $11.50. Holders are directed to have their brokers contact transfer agent Continental Stock Transfer & Trust Company to facilitate the split. The initial public offering was completed on May 14, 2025, and the relevant registration statement was declared effective by the SEC on May 12, 2025. Why it matters: This filing primarily serves as a procedural notice for the unit bifurcation and does not disclose changes to the SPAC's search status, redemption mechanics, or trust account balance. Beyond the mechanics, the press release outlines the company's acquisition strategy, stating it intends to target companies in the defense and national security sectors where management holds extensive investment and operational experience. The company further expects to evaluate technology opportunities at the intersection of defense, technology, and national security. Regarding personnel, the document identifies Josef Valdman as Chief Executive Officer and President, listing his email and phone number for investor inquiries, and names Bernardo Soriano as the media contact. The update to trading symbols carries no impact on the stated May 14, 2027 business combination deadline.