PAAC

Business Context and Reporting Period

Proem Acquisition Corp. I is a Cayman Islands exempted corporation and a blank check company (SPAC) incorporated on July 22, 2025. The company was formed to effect a merger, amalgamation, share exchange, asset acquisition, or similar business combination with one or more businesses. As of the reporting date, the company has not commenced any operations and has not selected a specific business combination target.

This Form 10-Q covers the quarter ended June 30, 2026. The company consummated its Initial Public Offering (IPO) on February 13, 2026, selling 13,000,000 units at $10.00 per unit, generating gross proceeds of $130,000,000. Simultaneously, the company sold 292,500 Private Units to the Sponsor for $2,925,000.

Key Financial Metrics

Material Changes vs. Prior Period

The financial position changed significantly from December 31, 2025, due to the consummation of the IPO in February 2026.

• Assets: Total assets increased from $134,302 to $132,804,553, driven primarily by the deposit of $130,000,000 into the Trust Account.
• Liabilities: Total liabilities increased from $164,784 to $4,640,328, primarily due to the recognition of a $4,550,000 deferred underwriting fee payable upon business combination.
• Equity: The company moved from a shareholders' deficit of $(30,482) to $(3,545,374). This increase in deficit is largely due to the accretion of redeemable ordinary shares to their redemption value ($131,709,599), which is classified as temporary equity outside of permanent shareholders' equity.
• Over-Allotment: The underwriters' over-allotment option expired unexercised on March 30, 2026, resulting in the forfeiture of 650,000 founder shares.

Outlook, Risks, and Management Commentary

Business Combination Timeline: The company has until 24 months from the closing of the IPO (February 13, 2028) to consummate an initial business combination. If unable to do so, the company will liquidate and redeem public shares at a pro rata share of the Trust Account.

Liquidity and Going Concern: Management has determined that the company's projected future liquidity position and subsequent dissolution raise substantial doubt about the company's ability to continue as a going concern. The company intends to complete a business combination within the 24-month window, but there is no assurance this will occur. No adjustments have been made to the financial statements for potential liquidation.

Capital Resources: The company holds $636,353 in cash outside the Trust Account to fund operations. The Sponsor or affiliates may provide "Working Capital Loans" up to $1,500,000, which may be convertible into private units. As of June 30, 2026, no such loans were outstanding.

Risks: Risks include the inability to complete a business combination, market volatility, geopolitical instability, and the potential for negative interest rates to reduce Trust Account value below $10.00 per share (though currently yielding positive interest).

Investor Verification Checklist

• Trust Account Yield: Verify the current interest rate on the $131.7 million held in the Trust Account to assess potential redemption value growth.
• Going Concern Status: Confirm the company's progress in identifying a target business within the 24-month window to avoid forced liquidation.
• Deferred Fees: Note the $4.55 million deferred underwriting fee payable only upon a successful business combination.
• Share Redemption: Understand that 13,000,000 public shares are subject to redemption at approximately $10.13 per share (as of June 30, 2026), which would reduce the company's equity capital.
• Founder Share Forfeiture: Confirm the impact of the unexercised over-allotment option, which resulted in the forfeiture of 650,000 founder shares.