Pioneer Acquisition I Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 27 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Our directors and executive officers are as follows: Name Age Position Mitchell Creem 66 Chief Executive Officer and Director Kevin Schubert 49 Chief Financial Officer Mike DiMeo 45 Director Mark Fawcett 59 Director Mitchell Creem currently serves as our Chief Executive Officer and director. Mr. Creem has spent over 35 years as a “C-level” executive of healthcare organizations, and he brings strong business evaluation and operational experience to the company. He has served as a director of the Nutex Health, Inc. (Nasdaq: NUTX) since April 1, 2022. Mr. Creem was on the board of directors of Clinigence Holdings, Inc. from April 2019 until the merger with Nutex Health in April 2022. Mr. Creem is currently a principal at GreenRock Capital, a firm that provides healthcare and commercial real estate owners with a new form of low-cost capital for development, value-add and recapitalization projects. Since July 2017, Mr. Creem has also served as President of The Bridgewater Healthcare Group, which provides hospital and health system management and performance consulting. From October 2015 to July 2017, Mr. Creem served as the Chief Executive and Administrative Officer of Verity Health Systems of California, Inc. and certain of its subsidiaries (“Verity”) Verity Health System, a six-hospital system in California. Prior to this, from October 2012 to October 2015, he served in various roles at ApolloMed, including time as the Chief Financial Officer and as a member of the Board. Prior to ApolloMed, he served as the Chief Executive Officer of the Keck Hospital of USC and USC Norris Cancer Center. Prior to his tenure at USC, he served as the Chief Financial Officer and Associate Vice Chancellor of UCLA Health Sciences, including UCLA Medical Center, the Geffen School of Medicine at UCLA, and UCLA Faculty Practice. Prior to UCLA, he served as Chief Financial Officer of Beth Israel Deaconess Medical Center, a Harvard University teaching hospital, and Chief Financial Officer of Tufts University Medical Center. Prior to this, he worked for several years in a senior management position at the healthcare practice group of PricewaterhouseCoopers, where he was responsible for numerous consulting engagements, financial statement audits and financial feasibility studies. Mr. Creem holds a Bachelor of Science in Accounting and Business Administration from Boston University and a Master of Health Administration from Duke University. Mr. Creem was selected to serve as Chief Executive Officer and director due to his background and experience in the healthcare industry. Kevin Schubert currently serves as our Chief Financial Officer. Mr. Schubert is an experienced business and legal professional with significant M&A and corporate experience. Prior to joining the company, Mr. Schubert held various roles at Rubicon Technologies, Inc. (“Rubicon”) from August 2022 to May 2024, including, most recently as President as of November 2022 and Chief Financial Officer as of February 2023, each until May 2024. He previously served as Chief Development Officer and Head of Investor Relations since August 2022 at Rubicon. In addition, Mr. Schubert held senior executive and advisory roles in multiple companies, including as a Consultant to Founder SPAC, the Rubicon’s predecessor, from December 2021 to May 2022. Founder SPAC merged with Rubicon Technologies, Inc. in a transaction valued at $1.7 billion on August 16, 2022, approximately ten months after Founder SPAC’s initial public offering closed. In connection with the closing of its business combination, shareholders of Founder SPAC elected to redeem 24,178,161 shares of Founder SPAC, equating to 76% of Founder SPAC’s redeemable, publicly held shares. Mr. Schubert served as Chief Operating Officer of Altitude Acquisition Corp. from August 2020 to August 2022. From August 2017 through July 2020, Mr. Schubert served as the Senior Vice President of Corporate Development and Strategy at Red Rock Resorts, Inc., where he led key M&A projects and strategic planning, oversaw corporate development, and worked extensively on all areas of corporate finance and investor relations. Mr. Schubert has a bachelor’s degree from the University of Arizona’s Eller College of Management, a master’s of business administration degree from UCLA’s Anderson School of Management, and a juris doctor degree from the UCLA School of Law. Mr. Schubert was selected to serve as Chief Financial Officer due to his education, experience and success in the space sector, along with his proven record working with SPACs. 28 Michael DiMeo currently serves as one of our directors. Mr. DiMeo currently serves as the Chief Executive Officer and Founder of Altitude Capital Group, a FINRA/SIPC broker-dealer, and Avenue 4 Capital Management Inc., a firm specializing in managing private equity funds. Mr. DiMeo has held these positions, respectively since January 2024 and May 2018. With over two decades of experience in the finance industry, DiMeo has led the funding of multiple startups across technology, healthcare, finance, and energy sectors. His strategic insights and adept leadership continue to drive growth and operational excellence within his firms and contribute to innovation across the industry. Mr. DiMeo was selected as a director due to his experience in the financial services industry. Mark Fawcett currently serves as one of our directors. Mr. Fawcett was Chief Financial Officer of Healing Partners (Consonant Healing Holdco LLC.) from March 2024 through February 2025. Healing Partners was sold in February 2025 and concurrently with the sale, Mark Fawcett’s employment at the company ended. Mr. Fawcett is currently an independent board member of SmartLabs. Prior to Healing Partners, Mr. Fawcett was Senior Vice President and Treasurer of Fresenius Medical Care from 2002 until 2023. Before Fresenius, Mr. Fawcett was director in Corporate Finance at BankBoston (acquired by Fleet and then by Bank of America), joining in 1997. From June 2019 to June 2020, Mr. Fawcett served as a director of Clinigence Holdings, Inc. Mr. Fawcett served as a director of Astrana Health, Inc. from 2016 to 2019. Prior to corporate banking, he was an investment banker with Merrill Lynch in New York and London. His role in investment banking began in 1988 and focused mainly on capital raising in public and private markets as well as mergers and acquisitions. Mr. Fawcett graduated with a B.A. in psychology from Wesleyan University and an MBA from Columbia Business School with a dual concentration in finance and management. Mr. Fawcett was selected as a director due to his experience in banking and mergers and acquisitions. We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network of contacts, and its investing and operating experience, do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until we complete our initial business combination. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. Family Relationships There are no family relationships among executive officers and directors of the Company to disclose. Involvement in Certain Legal Proceedings During the last ten years, none of our officers, directors, promoters or control persons have been involved in any legal proceedings as described in Item 401(f) of Regulation S-K. Number and Terms of Office of Officers and Directors Our board of directors consists of three members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. 29 The term of office of the first class of directors, consisting of Mitchell Creem, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Mike DiMeo, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mark Fawcett, will expire at the third annual meeting of shareholders. Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to elect directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Committees of the Board of Directors Upon the commencement of trading of our securities on the Nasdaq, our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee We have established an audit committee of the board of directors. Mr. Fawcett and Mr. DiMeo serve as members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the exception described above. Each of Mr. Fawcett and Mr. DiMeo are independent. Mr. Fawcett will serve as the chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Fawcett qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; 30 ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee We have established a compensation committee of our board of directors. The members of our compensation committee are Mr. Fawcett and Mr. DiMeo. Mr. DiMeo serves as chair of the compensation committee. We will adopt a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 31 Director Nominations We do not have a standing nominating committee though we intend to form a nominating and corporate governance as and when required to so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. DiMeo and Mr. Fawcett. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Business Conduct and Ethics We have adopted a code of ethics applicable to our directors, officers and employees (“Code of Ethics”) that complies with the rules and regulations of Nasdaq. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. 32 As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in our amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations: Individual (1) Entity Entity’s Business Affiliation Mitchell Creem GreenRock Capital Nutex Health, Inc The Bridgewater Healthcare Group Private Investments Healthcare Services Healthcare Services Principal Director President Michael DiMeo Altitude Capital Group Financial Services Chief Executive Officer Avenue 4 Capital Management Inc. Private Investments Chief Executive Officer (1) Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations. Each individual listed has a fiduciary duty with respect to each of the listed entities. If any of the above executive officers, directors or director nominees becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. 33 Our sponsor and our officers and directors or any of their affiliates may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We expect that our company will have priority over any other special purpose acquisition companies (if any) subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination. While neither us nor certain other SPACs limit acquisition opportunity to a specific industry or geographic region, we and other SPACs have different criteria and priority for selecting suitable opportunities and the background, experience and resources of management as a whole vary significantly among us and other SPACs. As a result of the foregoing, we do not believe that any potential conflict from our management and sponsor’s other business or investment ventures would materially affect our ability to complete our initial business combination. In the case that our sponsor, directors, and officers sponsor, or otherwise become involved with, any other SPACs prior to completing our initial business combination in the future, we expect that our company will generally have priority over any other special purpose acquisition companies subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Potential investors should also be aware of the following other potential conflicts of interest: ● Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. ● Our initial shareholders currently hold founder shares and private placement warrants. Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial shareholders with respect to any public shares acquired by them. Additionally, our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated memorandum and articles of association. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of: (i) one year following the consummation of our initial business combination; or (ii) subsequent to the consummation of our initial business combination, the date on which we consummate a transaction which results in all of our shareholders having the right to exchange their shares for cash, securities, or other property. Subject to certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 34 ● Our officers, directors, shareholders or affiliates may be paid fees upon the successful completion of our initial business combination as described above. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination. Further, commencing on the date our securities are first listed on the Nasdaq, we will also pay an affiliate of our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team; upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. These payments, if made prior to the completion of our initial business combination, will be made from funds held outside the trust account. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during or after our initial public offering in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the proposed business combination). We and our sponsor may have additional conflicts of interest relating to repayment of any loans, reimbursement of out-of-pocket expenses or other fees in the event we do not complete our initial business combination, including, but not limited to, returning such funds instead of using such funds for other purposes. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. 35 Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation. Compensation Discussion and Analysis Beginning on the closing date of our initial public offering and continuing until the earlier of the consummation of our initial business combination or our liquidation, we agreed to pay our Chief Financial Officer up to $7,500 per month for advisory services provided to the Company. For the year ended December 31, 2025, the Company paid an aggregate of $60,000 to the Chief Financial Officer pursuant to this arrangement. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Payment to an affiliate of our sponsor of $10,000 per month, for office space, utilities and secretarial and administrative support; upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees; ● Reimbursement for any out of-pocket expenses related to identifying, investigating and completing an initial business combination; ● Payment of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination; ● Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. 36 We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of December 31, 2025. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Annual Report. The beneficial ownership of our ordinary shares is based on 25,300,000 Class A ordinary shares and 6,325,000 Class B ordinary shares as of December 31, 2025. Name and Address of Beneficial Owner (1) Number of Class A Ordinary Shares Beneficially Owned Number of Founder Shares Beneficially Owned (2) Approximate Percentage of Total Voting Power Pioneer Acquisition 1 Sponsor Holdco LLC (our sponsor) (3) 6,325,000 20.0 % Mitchell Creem (3) 6,325,000 20.0 % Kevin Schubert - - - Mike DiMeo - - - Mark Fawcett - - - All executive officers, directors and director nominees as a group (4 individuals) 6,325,000 20.0 % Barclays PLC (4) 1,500,755 5.93 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following is 131 Concord Street, Brooklyn, New York, 11201. (2) Such shares will (unless otherwise provided in our initial business combination agreement) automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination and may be converted at any time prior to our initial business combination, at the option of the holder, on a one-for-one basis, subject to adjustment. (3) Pioneer Acquisition 1 Sponsor Holdco LLC, our sponsor, is the record holder of the shares reported herein. Mitchell Creem, our Chief Executive Officer and a Director is the managing member of the sponsor and has voting and investment discretion with respect to the securities held of record by our sponsor and may be deemed to have or beneficial ownership of the securities held directly by our sponsor. (4) Based on a Schedule 13G filed with the SEC on November 12, 2025. Barclays PLC reported sole voting power and sole dispositive power with respect to 1,500,755 Class A ordinary shares. The business address for Barclays PLC is 1 Churchill Place, London E14 5HP, United Kingdom. 37 Item 13. Certain Relationships and Related Transactions, and Director Independence. Founder Shares On September 30, 2024, the Company received $25,000 for issuance of 6,325,000 Class B ordinary shares (the “founder shares”). The initial shareholders have agreed to forfeit up to an aggregate of 825,000 founder shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the option to purchase additional units is not exercised in full by the underwriters so that the founder shares will represent 20% of the Company’s issued and outstanding shares after the initial public offering. On June 20, 2025, as a result of the underwriters’ election to fully exercise their over-allotment option, an aggregate of 825,000 founder shares are no longer subject to forfeiture. As of December 31, 2025 and 2024, there were 6,325,000 Class B ordinary shares outstanding. The initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the lockup. Due to Sponsor The sponsor agreed to purchase 4,200,000 private placement warrants for an aggregate purchase price of $4,200,000, pursuant to that purchase agreement, dated as of June 17, 2025 by and between the Company and sponsor. As of December 31, 2025 and 2024 the Company had an outstanding balance payable to the sponsor of the Company of $66,899 and $0, respectively which is reflected in “Due to Sponsor” within current liabilities on the balance sheet. Related Party Loan In addition, in order to finance transaction costs in connection with a Business Combination, the sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. 38 Administrative Services Agreement The Company has entered into an agreement, commencing on the effective date of the initial public offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the sponsor a total of up to $10,000 per month for office space and administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the fiscal year ended December 31, 2025 and 2024, the Company incurred and accrued $70,000 and $0 for these services, of which $70,000 remained unpaid as of December 31, 2025 and 2024, respectively. Indemnity Agreements On June 17, 2025, we entered into Indemnity Agreements with each of Mitchell Creem, Kevin Schubert, Michael DiMeo and Mark Fawcett. The Indemnity Agreements provide for indemnification and advancement of expenses to our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. Related Party Loans Prior to the closing of our initial public offering, the sponsor has agreed to loan the Company up to $300,000 to be used for a portion of the expenses of our initial public offering. These loans are non-interest bearing, unsecured and due at the earlier of December 31, 2025, or the closing of IPO. The loan was to be repaid upon the closing of the initial public offering out of the offering proceeds that had been allocated to the payment of offering expenses. As of December 31, 2025, there was no outstanding balance due to sponsor under this agreement. Director Independence The rules of the Nasdaq require that a majority of our board of directors be independent within one year of our initial public offering. Our board of directors has determined that each of Mike DiMeo and Mark Fawcett are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accountant Fees and Services. The firm WithumSmith+Brown PC acts as our independent registered public accounting firm. The following is a summary of fees paid to WithumSmith+Brown PC for services rendered during the Company’s fiscal year ended December 31, 2025 (“FY 2025”) and December 31, 2024 (“FY 2024”). Audit Fees . Fees for services performed in review of the financial information included in our Quarterly Reports on Form 10-Q and this Annual Report on Form 10-K were approximately $126,259 and $25,480 for FY 2025 and FY 2024, respectively. Tax Fees . During FY 2025, WithumSmith+Brown PC did not render services to us for tax compliance, tax advice or tax planning. All Other Fees . During FY 2025 and FY 2024 no other services were provided by WithumSmith+Brown PC other than those set forth above. 39 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for year ended December 31, 2025, and the period from August 28, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and the period from August 28, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and the period from August 28, 2024 (inception) through December 31, 2024 F-6 Notes to the Financial Statements F-7 (2) Financial Statement Schedules: All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (3) Exhibits The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K. 40 EXHIBIT INDEX Exhibit No. Description 1.1* Underwriting Agreement, dated June 17, 2025, by and between the Registrant and Cantor Fitzgerald & Co., as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 3.1* Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 3.2* Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 4.1* Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 4.2* Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 4.3* Specimen Warrants Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 4.4* Warrant Agreement, dated June 17, 2025, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.1* Letter Agreement, dated June 17, 2025, by and among the Company and its founders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.2* Investment Management Trust Agreement, dated June 17, 2025, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report filed on Form 8-K (File No. 001-42709)) filed with the Securities and Exchange Commission on June 20, 2025. 10.3* Registration Rights Agreement, dated June 17, 2025, by and among the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.4* Securities Subscription Agreement, between the Registrant and the Sponsor dated August 29, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 10.5* Private Placement Warrants Purchase Agreement , dated June 17, 2025, by and among the Registrant and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.6* Private Placement Warrants Purchase Agreement, dated June 17, 2025, by and among the Registrant, Cantor Fitzgerald & Co., and Odeon Capital Group LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.7* Administrative Services Agreement dated June 17, 2025, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.8* Promissory Note issued to Pioneer Acquisition 1 Sponsor Holdco LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 41 Exhibit No. Description 10.9* Indemnity Agreement, dated June 17, 2025, by and between the Company and Mitchell Creem (incorporated by reference to Exhibit 10.7 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.10* Indemnity Agreement, dated June 17, 2025, by and between the Company and Kevin Schubert (incorporated by reference to Exhibit 10.8 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.11* Indemnity Agreement, dated June 17, 2025, by and between the Company and Michael DiMeo (incorporated by reference to Exhibit 10.9 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 10.12* Indemnity Agreement, dated June 17, 2025, by and between the Company and Mark Fawcett (incorporated by reference to Exhibit 10.10 to the Company’s Current Report filed on Form 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June 20, 2025. 14.1* Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 19.1* Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Registration Statement filed on Form S-1 (File No. 333-287656)) filed with the Securities and Exchange Commission on June 16, 2025. 24.1** Power of Attorney (included on signature page hereto). 31.1** Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2** Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. * Previously filed. ** Furnished herewith. Item 16. Form 10-K Summary. None. 42 SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Act of 1933, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the Cayman Islands, on the 26th day of March, 2026. Pioneer Acquisition I Corp By: /s/ Mitchell Creem Mitchell Creem Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell Creem as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this Annual Report on From 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacity and on the dates indicated. Name Position Date /s/ Mitchell Creem Chief Executive Officer March 26, 2026 Mitchell Creem (Principal Executive Officer) /s/ Kevin Schubert Chief Financial Officer March 26, 2026 Kevin Schubert (Principal Financial and Accounting Officer) /s/ Michael DiMeo Director March 26, 2026 Michael DiMeo /s/ Mark Fawcett Director March 26, 2026 Mark Fawcett 43