Proem Acquisition Corp. I 10-K

ITEM 1. BUSINESS Introduction Proem Acquisition Corp I (“we”, “us”, “our” and the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company in July 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry. Initial Public Offering and Private Placement On February 13, 2026, the Company consummated the initial public offering (the “Initial Public Offering”) of 13,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $130,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of an aggregate of 292,500 private units (the “Private Units”) to Proem SPAC Partners I LLC (the “Sponsor”), at a price of $10.00 per Private Unit, generating total proceeds of $2,925,000. The Private Units are identical to the Units sold in the Initial Public Offering, subject to certain limited exceptions, except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Units agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances), until the completion of the Company’s initial business combination. The holders of the Private Units were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities. The Private Units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. On February 13, 2026, the Company also issued in a private placement to Clear Street 97,500 Ordinary Shares upon the consummation of the Offering (the “Representative Shares”). The Representative Shares are identical to the Ordinary Shares included in the Units, except that Clear Street LLC, the representative of the underwriters in the Initial Public Offering (“Clear Street”) has agreed not to transfer, assign or sell any Representative Shares until the completion of the Company’s initial business combination. In addition, Clear Street has agreed to (i) to waive its redemption rights with respect to such Representative Shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such Representative Shares if the Company fails to complete its initial business combination within the periods of time as provided in the Amended and Restated Memorandum and Articles of Association. The Representative Shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. On February 13, 2026, a total of $130,000,000 of the net proceeds from the IPO and the Private Placement, which amount included $4,550,000 in deferred underwriting commissions, was deposited into a trust account established for the benefit of the Company’s public shareholders maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). 1 As of December 31, 2025, the Company had not commenced any operations. All activities for the period from July 22, 2025 (inception) through December 31, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, and, following our Initial Public Offering, searching for a business combination target and the negotiation with potential targets for an initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Units are currently trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “PAACU”. Business Strategy We intend to leverage our management team’s and board’s extensive network of industry relationships and proven execution capabilities to source an exceptional acquisition target. While we may consider companies in any sector or region, we intend to focus on high-growth, disruptive technology-driven enterprises where our team’s connections and expertise can serve as a catalyst for accelerated growth. Initially, we intend to focus on targeting secular growth industries such as AI, blockchain, SaaS, data infrastructure, and cybersecurity. We believe our strategy, combined with our ability to provide not only capital but also operational support, will differentiate Proem Acquisition Corp I in the competitive landscape of acquisition opportunities. By targeting businesses that can benefit from our team’s collective experience, we aim to deliver significant value to both the target company and our shareholders through a successful business combination. Expertise Proem Acquisition Corp I will benefit from the track record and domain expertise of Proem Asset Management, a technology-focused investment firm founded and led by Mr. Khan. Since its launch in 2019, Proem has operated as a concentrated long/short technology fund, specializing in high-conviction investments in sectors undergoing technological disruption. Over the past six-plus years, Mr. Khan and his team at Proem have developed a differentiated research process and deep insights into global technology trends, which have enabled them to identify and back industry-leading companies. This extensive investment experience in evaluating technology business models, competitive landscapes, and growth trajectories will directly inform our acquisition strategy. We believe our familiarity with the secular shifts in technology, and our hands-on experience as investors and business builders, equips Proem Acquisition Corp I to both source attractive potential targets and add meaningful value post-business combination. In short, our sponsor’s proven ability to navigate the fast-evolving tech sector and execute complex transactions, domestically and internationally, is a core competitive advantage that we intend to deploy in pursuit of an exceptional business combination. Market Opportunity Our universe of potential acquisition targets may exhibit a broad range of business models and financial characteristics that may range from remarkably high growth companies with a path to profitability to more mature businesses with established recurring revenues and stable cash flows. While we may pursue a business combination in any industry, we believe our Target Industries provide ample business combination opportunities. We see compelling opportunities arising from powerful secular growth trends in the global technology sector. Rapid advancements in artificial intelligence, augmented reality, cybersecurity, blockchain, cloud computing, mobile connectivity, data infrastructure, alternative energy, and e-commerce, to name a few, are fundamentally reshaping industries and consumer behavior worldwide. Companies at the forefront of these shifts are experiencing accelerating demand and scaling at unprecedented rates, creating a robust pipeline of potential targets for Proem Acquisition Corp I. For example, according to a Grand View Research report, the size of the global artificial intelligence market is projected to reach over $1.8T by 2030, representing a CAGR of roughly 36% from 2025 to 2030. According to the same report, the blockchain market is expected to demonstrate meaningful growth, projected to reach up to $1.4T by 2030, representing a 90% CAGR from 2025 to 2030. This substantial growth is not only apparent within disruptive technology sectors, but also in adjacent industries where the adoption of new technologies introduces opportunities to innovate, or transform, traditional business models. Importantly, this opportunity set is inherently global, and we believe that understanding and enabling technology adoption across geographies will be critical to unlocking long-term value. 2 Importantly, a significant amount of capital over the past decade has flowed into the private markets, funding a large universe of late-stage technology companies that now require access to the public markets to fuel their next phase of growth. Many of these firms will need help navigating that transition, creating an attractive opportunity set for Proem Acquisition Corp I to serve as a bridge from private capital formation to the public equity markets. We intend to focus on high-growth technology businesses that are directly benefiting from these secular tailwinds, as well as companies in traditional industries where adoption of new technology is driving step-function improvements. Our strategy centers on disruption, whether in pure-play technology models or in sectors being redefined by digital innovation. This approach positions Proem Acquisition Corp I squarely within the long-term market forces we believe will generate outsized value creation for investors. Business combination criteria Consistent with our business strategy, we will look to identify companies that have compelling growth potential and a combination of the below characteristics. We intend to use these criteria as guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target that does not meet all of the following criteria. ● Scalable and Growing Business Model: A company with a large addressable market and a demonstrated ability to scale revenues and operations efficiently, indicating substantial growth potential. We intend to prioritize businesses with clear drivers for continued expansion, whether through technology leverage, platform network effects, or global market reach, that can support accelerated growth as a public company. ● Disruptive Technology or Differentiated Platform: A business offering innovative, disruptive technology or a unique platform that creates competitive separation in its industry, especially businesses leveraging AI, blockchain, and crypto to transform content creation, distribution, and monetization. We are focused on companies that leverage cutting-edge technology or novel business models to challenge incumbents and capture market share, providing a distinct competitive advantage and strong growth prospects. ● Strong Management Team with a Collaborative Mindset: We target organizations led by experienced and capable management teams with a proven track record of execution. Equally important, the leadership should welcome a partnership approach; we value a collaborative mindset and expect to work alongside the existing team to bolster strategy, governance, and operational depth post-transaction. A willingness to continue driving the company’s growth as a public entity, in coordination with our sponsors and advisors, is a key consideration. ● Attractive Market Opportunity and Clear Competitive Dynamics: The target should operate in an industry or niche with favorable long-term fundamentals (such as high demand growth or secular tailwinds) and possess a clear competitive advantage within that space. We seek companies with differentiated market positions, for instance, proprietary technology, strong intellectual property, deep customer relationships, or network effects, that provide sustainable barriers to entry against competitors. An ideal target will be a leader or emerging leader in its market segment with identifiable avenues to expand or consolidate that position. ● Public Market Readiness and Upside Potential: We will favor businesses that are prepared for the rigors of being a public company and that present a compelling growth story for investors. This includes having appropriate financial controls, corporate governance, and visibility into future performance. The target should be well-positioned to thrive as a publicly traded entity, with the ability to leverage access to the broader capital markets for further growth. We will look for a clear path to creating shareholder value, such as opportunities for margin enhancement, new product or market expansion, or strategic acquisitions, which together indicate significant upside potential once public. ● Durable Revenue Model and Monetization Potential: The target should demonstrate a durable revenue model supported by clear monetization strategies. We look for businesses with predictable and recurring revenue streams — such as subscriptions, advertising, licensing, or transaction-based models. This also includes companies that are innovating in next-generation digital frameworks, such tokenization and AI monetization. 3 These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, guidelines and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which would be in the form of proxy solicitation materials or tender offer documents, as applicable, that we would file with the SEC. Initial business combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Initial Public Offering. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, attend, in person or, where proxies are allowed, by proxy, and vote at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at least one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. We have until the date that is 24 months from the closing of the Initial Public Offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, from the closing of the Initial Public Offering , we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes, if any, payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders. 4 Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Enforceability of Civil Liability We are an exempted company incorporated under the laws of the Cayman Islands and administered from outside the United States, and a majority of our assets will be located within the United States. Our corporate affairs will be governed by our memorandum and articles of association, the Companies Act, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands, as well as from English common law, the decisions of whose courts are considered persuasive authority but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. 5 There is uncertainty as to whether the Cayman Islands courts would: ● recognize or enforce against us judgments of U.S. courts based on certain civil liability provisions of U.S. securities laws; and ● entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the U.S. or any state in the U.S. There is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such determination is made, the courts of the Cayman Islands may not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. We have been further advised that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions. Emerging Growth Company Status and Other Information We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering , (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act. 6 Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. Competition We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the private units, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our ordinary shares, these payments will reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. Because there are numerous special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for attractive targets may increase, which could cause target companies to demand improved financial terms. Thus, our ability to identify and evaluate a target company may be impacted by significant competition among other special purpose acquisition companies in pursuing business combination transaction candidates and significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. Facilities We maintain our executive offices at 3860 W. Northwest Hwy, Suite 470, Dallas, TX 75220. The cost for this space is included in the $10,000 per month fee that we will pay to our sponsor or an affiliate thereof for office space, administrative and support services. We consider our current office space adequate for our current operations. Employees We currently have two officers serving as our Chief Executive Officer and Chief Financial Officer respectively, and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. 7