Proem Acquisition Corp. I 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Units began to trade on the Nasdaq Global Market, or Nasdaq, under the symbol “PAACU” on February 12, 2026. Holders of Record As at March 25, 2026, there were 18,373,333 of our Class A ordinary shares, including ordinary shares underlying the units, issued and outstanding and held by three shareholders of record. number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities On August 4, 2025, our Sponsor, Proem SPAC Partners I LLC purchased 4,983,333 ordinary shares from us for an aggregate purchase price of $25,000, or approximately $0.005 per share, of which up to 650,000 founder shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On February 13, 2026, the Company consummated Initial Public Offering of 13,000,000 Units. Each Unit consists of one Ordinary Share and one-half of one 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 the Private Placement of an aggregate of 292,500 Private Units to 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 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 Initial Public Offering and the Private Placement, which amount included $4,550,000 in deferred underwriting commissions, was deposited into the Trust Account. 9 Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. Reserved.