UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): September 26, 2026
Proem Acquisition Corp I
(Exact name of Registrant
as specified in its charter)
| Cayman Islands |
|
001-43123 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
3860 W. Northwest Hwy, Suite 470,
Dallas, TX |
|
75220 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (214) 706-9344
N/A
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one ordinary share and one-half of one redeemable warrant |
|
PAACU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
PAAC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one ordinary share |
|
PAACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
Merger Agreement
On September 26, 2026, Proem
Acquisition Corp I, a Cayman Islands exempted company (“PAAC” or “Parent”), entered into a merger
agreement, by and among PAAC, PAAC Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of PAAC (“Merger
Sub I”), PAAC Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of PAAC (“Merger
Sub II”), and Astro Digital US, Inc., a Delaware corporation (“Astro Digital” or the “Company”)
(as it may be amended and/or restated from time to time, the “Merger Agreement”). Capitalized terms used in this Current
Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.
Astro Digital is an aerospace
company that provides modular satellite technology infrastructure and mission support services.
The
board of directors of PAAC has unanimously approved and declared advisable the Merger Agreement and the Business Combination (as defined
below) and resolved to recommend approval of the Merger Agreement and related matters to PAAC’s shareholders. Pursuant to the Merger
Agreement, (a) PAAC will domesticate from the Cayman Islands to Delaware (the “Domestication”), and (b) at least one
(1) Business Day following the Domestication, (i) Merger Sub I will merge with and into Astro Digital (the “First Company
Merger”), after which Astro Digital will be the surviving corporation (the “Initial Surviving Corporation”),
and (ii) immediately following the First Company Merger, the Initial Surviving Corporation will merge with and into Merger Sub II (the
“Second Company Merger” and, together with the First Company Merger, the “Company Mergers”), with
Merger Sub II continuing as the surviving entity (the “Surviving Company”) and a wholly-owned subsidiary of Parent.
In connection with the Domestication, Parent will change its name to “Astro Digital, Inc.” or a name to be mutually agreed
by the Company and Parent.
Contemporaneously with the execution of the Merger Agreement, Parent,
the Company and the Selling Company Stockholders (as defined in the Merger Agreement and party to the Lock-Up Agreement) have acknowledged
and agreed that Parent will, on the Business Day immediately following the Second Effective Time (as defined below), use an amount equal
to twenty percent (20%) of the gross proceeds of the PIPE Investment Amount (as defined below) to repurchase each Selling Company Stockholder’s
Pro Rata Share (as defined in the Merger Agreement) of such number of Parent Common Shares at a purchase price of $10.00 per Parent Common
Share (the “Repurchase”).
The Domestication and Company Mergers
In accordance with the Merger
Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, on the day that is at least one (1) Business
Day prior to the First Effective Time, Parent will de-register from the Register of Companies in the Cayman Islands by way of continuation
out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation.
In connection with the Domestication,
Parent will (i) file a certificate of domestication with respect to the Domestication with the Secretary of State of the State of Delaware,
in form and substance reasonably acceptable to Parent and the Company, together with a certificate of incorporation, in each case, in
accordance with the provisions thereof and Section 388 of the DGCL and (ii) make all those filings required to be made with the Cayman
Registrar under the Cayman Companies Act in connection with the Domestication.
In connection with the Domestication,
(i) each then issued and outstanding ordinary share of PAAC, par value $0.0001 per share (each, a “Parent Ordinary Share”),
will convert automatically, on a one-for-one basis, into one share common stock, par value $0.0001 per share, of Parent following the
Domestication (each, a “Parent Common Share”); (ii) each then issued and outstanding warrant of PAAC will convert automatically
into a warrant to purchase one Parent Common Share at the Closing, pursuant to the Warrant Agreement, dated as of February 11, 2026, between
Parent and Continental Stock Transfer & Trust Company, as warrant agent; and (iii) each then issued and outstanding unit of PAAC will
separate and convert automatically into one Parent Common Share and one-half of one warrant, with each whole warrant entitling the holder
to purchase one Parent Common Share at the Closing.
Upon the terms and subject
to the conditions of the Merger Agreement, at least one (1) Business Day following the Domestication, Merger Sub I will merge with and
into Astro Digital in the First Company Merger, after which Astro Digital will be the Initial Surviving Corporation and a wholly-owned
subsidiary of Parent. Immediately following the First Company Merger, the Initial Surviving Corporation will merge with and into Merger
Sub II in the Second Company Merger, after which Merger Sub II will be the Surviving Company and a wholly-owned subsidiary of Parent.
The First Company Merger will
become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time
as is agreed to by the parties to the Merger Agreement and specified in the certificate of merger (the “First Effective Time”),
and the Second Company Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State
of Delaware or at such later time as is agreed to by the parties to the Merger Agreement and specified in the certificate of merger (the
“Second Effective Time”). The Domestication, the Company Mergers, and the other transactions contemplated by the Merger
Agreement are collectively referred to herein as the “Business Combination,” the consummation of the Company Mergers
is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.”
Merger Consideration and Structure
Pursuant to the Merger Agreement,
Parent has agreed to acquire all of the equity interests of the Company for the sum of $525,000,000 plus the Aggregate Exercise Price
(the “Base Purchase Price”), comprising of a number of Parent Common Shares equal to the quotient obtained by dividing
(a) the Base Purchase Price, by (b) US$10.00 (the “Aggregate Merger Consideration”). “Aggregate Exercise
Price” means the aggregate dollar amount payable to the Company upon the exercise or conversion of all vested in-the-money Company
Options and all vested in-the-money Company Warrants that are outstanding immediately prior to the First Effective Time.
Effect of the Company Mergers
At the First Effective Time,
(i) each share of Company Capital Stock (as defined below), if any, that is owned by Parent, Merger Sub I, Merger Sub II or the Company
(as treasury stock or otherwise), will automatically be canceled; (ii) each share of Company Preferred Stock issued and outstanding immediately
prior to the First Effective Time (other than any such shares canceled pursuant to clause (i) and any Dissenting Shares) will be converted
into the right to receive a number of Parent Common Shares equal to the Conversion Ratio multiplied by the number of shares
of Company Common Stock issuable upon conversion of such share of Company Preferred Stock as of immediately prior to the First Effective
Time; and (iii) each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any
such shares canceled pursuant to clause (i) and any Dissenting Shares) will be converted into the right to receive a number of Parent
Common Shares equal to the Conversion Ratio. At the First Effective Time, all shares of Company Capital Stock converted pursuant to clauses
(ii) and (iii) will no longer be outstanding and will automatically be canceled and cease to exist, and each holder of such Company Capital
Stock will thereafter cease to have any rights with respect to such securities, except the right to receive a portion of the Aggregate
Merger Consideration.
“Company Capital
Stock” means the common stock of the Company, $0.0001 par value per share (“Company Common Stock”), and the
Series A Preferred Stock of the Company, $0.0001 par value per share (“Company Preferred Stock”).
“Conversion Ratio”
means the quotient obtained by dividing (a) the number of Parent Common Shares constituting the Aggregate Merger Consideration,
by (b) the number of shares constituting the Aggregate Fully Diluted Company Common Stock.
“Aggregate Fully
Diluted Company Common Stock” means the sum, without duplication, of (a) all shares of Company Common Stock that
are issued and outstanding immediately prior to the First Effective Time; plus (b) the aggregate number of shares of Company
Common Stock issuable upon full conversion of all Company Preferred Stock outstanding as of immediately prior to the First Effective Time;
plus (c) the aggregate number of shares of Company Common Stock issuable upon exercise of all Company Options that are vested
as of immediately prior to the First Effective Time; plus (d) the aggregate number of shares of Company Common Stock directly
or indirectly issuable upon exercise of all Company Warrants; plus (e) the aggregate number of shares of Company Common
Stock issuable upon full conversion, exercise or exchange of any other securities of the Company (other than Company Options and Company
Warrants) outstanding immediately prior to the First Effective Time directly or indirectly convertible into or exchangeable or exercisable
for shares of Company Common Stock (including the Company Convertible Notes).
Each share of common stock,
par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into
and become one newly issued, fully paid and nonassessable share of common stock of the Initial Surviving Corporation.
At the Second Effective Time,
each share of capital stock of the Initial Surviving Corporation issued and outstanding immediately prior to the Second Effective Time
will be canceled, and all limited liability company interests of Merger Sub II outstanding immediately prior to the Second Effective Time
will be converted into an equal number of limited liability company interests of the Surviving Company, which will constitute 100% of
the outstanding equity of the Surviving Company, all owned by Parent.
Treatment of Options, Convertible Notes and
Company Warrants.
At the First Effective Time,
each Company Option will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable
under such Company Option (including expiration date, vesting conditions and exercise provisions), the number of Parent Common Shares
(rounded down to the nearest whole share) determined by multiplying the number of shares of Company Common Stock subject to such Company
Option as of immediately prior to the First Effective Time by the Conversion Ratio, at an exercise price per Parent Common Share (rounded
up to the nearest whole cent) equal to the exercise price per share of Company Common Stock of such Company Option divided by the Conversion
Ratio.
At the First Effective Time,
each Company Convertible Note will be converted into the right to receive a number of Parent Common Shares equal to the Conversion Ratio
multiplied by the number of shares of Company Common Stock issuable upon conversion of such Company Convertible Note as of immediately
prior to the First Effective Time.
Prior to the Closing, the
Company will take all actions necessary to cause each Company Warrant outstanding immediately prior to the First Effective Time to be
exercised on a “cashless” or “net” exercise basis into shares of Company Common Stock immediately prior to the
First Effective Time, and each share of Company Common Stock so issued will be converted into the right to receive a portion of the Aggregate
Merger Consideration in accordance with the Merger Agreement.
Post-Closing Board of Directors and Executive
Officers
At the Second Effective Time,
Parent’s board of directors will consist of seven directors, of which the Company will have the right to designate four directors,
including one director designated as the initial “Chairperson,” and the remaining three directors will be jointly designated
by the Company and Proem SPAC Partners I LLC (the “Sponsor”). At least a majority of the board of directors shall qualify
as independent directors under Nasdaq or Approved Exchange rules, as applicable.
At the Second Effective Time,
the initial managers of the Surviving Company will consist of the same persons serving on Parent’s Board of Directors and certain
identified officers of the Company will become the initial officers of the Surviving Company.
Representations, Warranties and Covenants
The parties to the Merger
Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants
with respect to the conduct of the Company and Parent and their respective subsidiaries prior to the Closing, including the Company’s
covenant to provide to Parent its audited financial statements for the years ended December 31, 2025 and 2024 and unaudited interim financial
statements for inclusion in the registration statement on Form S-4 (the “Registration Statement”) to be filed by PAAC
and the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Business Combination.
Parent and the Company shall jointly prepare and file with the SEC mutually acceptable proxy materials which shall be included in the
Registration Statement. The representations, warranties, covenants and agreements generally will not survive the Closing, except for certain
post-Closing covenants and specified provisions.
Conditions to Closing
The Closing of the
Business Combination is subject to certain customary conditions of the respective parties, including, among other things: (i)
approval of the Business Combination and related agreements and transactions by the respective shareholders of PAAC and the Company,
including approval of each Required Parent Proposal at the Parent Shareholder Meeting; (ii) effectiveness of the Registration
Statement; (iii) Parent’s initial listing application shall have been conditionally approved for listing on Nasdaq or another
national stock exchange; (iv) there shall not have occurred a respective Material Adverse Effect in respect of the Company and
Parent that is continuing; (v) the representations and warranties of the parties shall satisfy the applicable accuracy standards set
forth in the Merger Agreement, including that the respective fundamental representations be true and correct in all but de
minimis respects and that the remaining representations and warranties satisfy the applicable Material Adverse Effect standard;
(vi) the Parent Certificate of Incorporation shall have been filed with the Secretary of State of the State of Delaware; (vii) all
required officer certificates of the Company and Parent shall have been delivered; (viii) all parties shall have executed and
delivered a copy of each Ancillary Agreement to which they are a party; (ix) the PIPE Financing, as defined below, shall have been
consummated immediately prior to the Closing in accordance with the PIPE Subscription Agreements, as defined below, resulting in
gross proceeds in an amount not less than the PIPE Investment Amount, as defined below; (x) the amount of Parent Closing Cash at the
Closing shall equal or exceed $30,000,000 (the “Minimum Cash Condition”), with Parent Closing Cash calculated
based on the amount of cash remaining in the Trust Account after giving effect to redemptions, plus the PIPE Financing and any other
permitted equity or debt financing received by Parent or the Company prior to or substantially concurrently with the Closing, less
accrued but unpaid Parent Transaction Expenses and Company Transaction Expenses; and (xi) all consents, approvals or authorizations
of any governmental authority required of Parent, the Company or their respective subsidiaries to consummate the Business
Combination shall have been obtained and shall be in full force and effect.
Termination
The Merger Agreement may be
terminated by Parent or the Company under certain circumstances, including:
| |
(i) |
by mutual written agreement of Parent and the Company; |
| |
(ii) |
by either Parent or the Company, if (a) the Closing has not occurred
on or before April 26, 2027 (the “Outside Closing Date”) and (b) the material breach or violation of any representation,
warranty, covenant or obligation under the Merger Agreement by the party seeking to terminate was not the proximate and primary cause
of the failure of the Closing to occur on or before such date; provided, that the Outside Closing Date will be automatically extended
for an additional two months to the extent there is any delay to the applicable waiting or review periods, or any extension thereof, by
any Authority, Nasdaq or any Approved Exchange, including any request for additional time to review the transactions contemplated by the
Merger Agreement, that would or would reasonably be expected to delay, impede, hinder or prevent such review or the issuance of any required
clearance or approval; |
| |
(iii) |
by either Parent or the Company, if the Domestication or either Company Merger is prohibited or made illegal by a final, non-appealable governmental order or Law and the failure to comply with any provision of the Merger Agreement by the party seeking to terminate was not a substantial cause of, or did not substantially result in, such order or Law; |
| |
(iv) |
by Parent, (a) at any time prior to the Closing, if the Company has breached any of its covenants, agreements, representations or warranties contained in the Merger Agreement or the Ancillary Agreements, or (b) at any time after the Company Stockholder Written Consent Deadline, if the Company has not delivered the Company Stockholder Approval to Parent; |
| |
(v) |
by the Company, at any time prior to the Closing, if Parent, Merger Sub I or Merger Sub II has breached any of its covenants, agreements, representations or warranties contained in the Merger Agreement or the Ancillary Agreements; or |
| |
|
|
| |
(vi) |
by Parent or the Company, if the Parent Shareholder Meeting is held and the Required Parent Proposals have not been approved by the requisite vote of the holders of Parent Ordinary Shares in accordance with the Parent Articles and applicable Law. |
The Merger Agreement also
provides for (a) a Company Termination Fee of $400,000 if the Company terminates due to the Closing having not occurred on or before the
Outside Closing Date at a time when Parent has provided a reasonable basis to extend the Outside Closing Date or $200,000 if Parent terminates
due to a Company breach, and (b) a Parent Termination Fee of $300,000 if the Company terminates due to failure of the Minimum Cash Condition
or failure of the Required Parent Proposals to be approved at the Parent Shareholder Meeting.
The foregoing description
of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and is incorporated herein by reference.
Certain Related Agreements
Company Support Agreement
In connection with the execution
of the Merger Agreement, Parent entered into a support agreement (the “Company Support Agreement”) with the Company
and certain stockholders of the Company (the “Company Supporting Shareholders”), pursuant to which the Company Supporting
Shareholders agreed to, among other things, (i) vote to adopt and approve the Merger Agreement and the transactions contemplated thereby,
(ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company other than the Merger Agreement, the Ancillary Agreements, the Company Mergers
and the other transactions contemplated thereby, (iii) vote against any change in the business, management or board of directors of the
Company other than in connection with the Merger Agreement and the transactions contemplated thereby, including the Company Mergers, and
(iv) vote against any proposal, action or agreement that would impede, interfere with, delay, postpone, frustrate, prevent or nullify
any provision of the Company Support Agreement, the Merger Agreement, the Ancillary Agreements or the Company Mergers or any of the transactions
contemplated thereby, result in a breach of any covenant, representation, warranty or other obligation of the Company or the Company Stockholders
under the Merger Agreement or the Company Support Agreement, result in any of the conditions set forth in the Merger Agreement not being
fulfilled, or change in any manner the dividend policy or capitalization of the Company.
In addition, the Company Supporting
Shareholders agreed that during the period commencing on the date of entry into the Company Support Agreement until the earliest of (a)
the Second Effective Time and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with its terms,
each Company Supporting Shareholder agrees to not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer
to sell, contract or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose
of or transfer, any shares of Company Capital Stock or other securities of the Company owned by such Company Supporting Shareholder, (ii)
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any such shares or securities or (iii) publicly announce any intention to effect any such transaction; provided, however,
that the foregoing restrictions shall not apply to any Permitted Transfer (as defined in the Company Support Agreement).
The foregoing description
of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Company
Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Parent Support Agreement
In connection with the execution
of the Merger Agreement, Parent, the Company, the Sponsor and certain other shareholders of Parent entered into a support agreement (the
“Parent Support Agreement”), pursuant to which such shareholders agreed to, among other things, (i) vote all of their
Parent Ordinary Shares or Parent Common Shares, as applicable, and other voting securities of Parent in favor of the various proposals
related to the Business Combination and the Merger Agreement and any other matters requested by Parent for consummation of the Business
Combination, (ii) vote against any alternative proposal or alternative transaction or any proposal relating to a business combination
transaction other than the Merger Agreement, the Company Mergers or any of the transactions contemplated thereby, (iii) vote against any
merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation
or winding up of or by Parent other than the Merger Agreement, the Ancillary Agreements, the Company Mergers and the other transactions
contemplated thereby, (iv) vote against any change in the business, management or board of directors of Parent other than in connection
with the Merger Agreement, the Company Mergers or any of the transactions contemplated thereby, (v) vote against any proposal, action
or agreement that would impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of the Parent Support Agreement,
the Merger Agreement, the Ancillary Agreements or the Company Mergers or any of the transactions contemplated thereby, result in a breach
of any covenant, representation, warranty or other obligation of Parent, Merger Sub I, Merger Sub II or the Sponsor under the Merger Agreement
or the Parent Support Agreement, result in any of the conditions set forth in the Merger Agreement not being fulfilled, or change in any
manner the dividend policy or capitalization of Parent, including the voting rights of any class of capital stock of Parent, (vi) vote
in favor of any proposal to extend the period of time Parent is afforded under its organizational documents to consummate an initial business
combination, and (vii) not redeem, sell or tender, or request to redeem, sell or tender, any Parent Shares, Parent Units or other Subject
Securities (in each case, as defined in the Parent Support Agreement) in connection with the transactions contemplated by the Merger Agreement,
in each case subject to the terms and conditions of the Parent Support Agreement.
During the period commencing
on the date hereof and ending on the earliest of (a) the Second Effective Time, (b) such date and time as the Merger Agreement shall be
validly terminated in accordance with its terms and (c) the liquidation of Parent, the shareholders of Parent, including the Sponsor,
agreed not to, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, file (or participate in the filing
of) a registration statement with the SEC (other than the Proxy Statement/Prospectus) or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Parent Ordinary
Shares or Parent Common Shares, as applicable, or other Subject Securities owned by them, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities or (iii) publicly announce
any intention to effect any such transaction; provided, however, that the foregoing restrictions shall not apply to any
Permitted Transfer (as defined in the Parent Support Agreement).
The foregoing description
of the Parent Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Parent
Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Lock-Up Agreements
On or before the Closing Date,
Parent and the Company will enter into lock-up agreements (the “Lock-Up Agreements”) with certain stockholders of the
Company, the Sponsor and other applicable holders, pursuant to which the Parent Common Shares (other than any Parent Common Shares repurchased
by Parent in the Repurchase) and any other equity securities convertible into or exchangeable for or representing the right to receive
Parent Common Shares held by such holders immediately following the Closing will be subject to lock-up until the earlier of (i) six months
after the Closing Date and (ii) subsequent to the Closing Date, (x) the date on which the last reported sale price of the Parent Common
Shares equals or exceeds $12.50 per share (as adjusted for stock splits, reverse stock splits, stock dividends or distributions, recapitalizations,
reclassifications, combinations, subdivisions, exchanges of shares or other similar events) for any 20 trading days within any 30-trading
day period after the Closing Date, or (y) the date on which Parent completes a liquidation, merger, share exchange or other similar transaction
that results in all of its holders of Parent Common Shares having the right to exchange their Parent Common Shares for cash, securities
or other property.
The foregoing description
of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up
Agreements, a form of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.
Investors’ Rights Agreement
The Merger Agreement contemplates
that, at the Closing, Parent, the Company, the Sponsor and certain stockholders of the Company (collectively, the “Holders”)
will enter into an investors’ rights agreement (the “Investors’ Rights Agreement”), pursuant to which Parent
will provide customary registration rights, governance and voting rights and other customary significant investor rights with respect
to certain Parent Common Shares held by the Holders from time to time, including Parent Common Shares issued or issuable upon the exercise,
conversion or exchange of other equity securities of Parent held by a Holder.
The foregoing description
of the form of Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Investors’ Rights Agreement, a form of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.
Executive Employment Agreements
Simultaneously with the execution
of the Merger Agreement, certain key executives entered into employment agreements with Parent providing for their continued employment
with Parent and the Company Group effective as of the Closing.
The foregoing description
of the form of Executive Employment Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Executive Employment Agreements, a form of which is filed as Exhibit 10.5 hereto and incorporated by reference herein.
PIPE Subscription Agreements
Contemporaneously with
the execution of the Merger Agreement, Parent entered into subscription agreements (the “PIPE Subscription
Agreements”), with certain affiliates of Parent or Sponsor (collectively, the “PIPE Investors”),
pursuant to which the PIPE Investors agreed to subscribe for, and Parent agreed to issue to the PIPE Investors, an aggregate of
5,000,000 Parent Common Shares at a purchase price of $10.00 per share (the “PIPE Financing”) for aggregate gross
proceeds of $50,000,000 (the “PIPE Investment Amount”). As provided for in the Merger Agreement, affiliates of the Sponsor invested $25,000,000 in the PIPE Financing.
Additionally, the Sponsor agreed to transfer at the closing of the PIPE Financing an amount of Founder Shares held by the Sponsor to the
third-party PIPE Investors in an amount equal to 15% of the aggregate amount of Parent Common Shares purchased such third-party PIPE Investors
in the PIPE Financing, pursuant to a written agreement. The PIPE Financing is expected to close on the Closing Date.
The foregoing description
of the PIPE Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
PIPE Subscription Agreements, a form of which is filed as Exhibit 10.6 hereto and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above
in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Parent Common Shares to the PIPE Investors pursuant to
the PIPE Subscription Agreements is incorporated by reference herein. The Parent Common Shares issuable to the PIPE Investors pursuant
to the PIPE Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On September 28, 2026, PAAC
and the Company issued a joint press release relating to, among other things, the Business Combination. A copy of the joint press release
is furnished as Exhibit 99.1. In addition, a copy of the final publicly used Investor Presentation is furnished as Exhibit 99.2.
The information furnished
pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or
the Exchange Act.
Important Information About the Business
Combination and Where to Find It
The Business Combination will
be submitted to shareholders of PAAC for their consideration. PAAC and Astro Digital intend to jointly file a registration statement on
Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will include
a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive
Proxy Statement/Prospectus will be mailed to PAAC’s shareholders as of a record date to be established for voting on the Business
Combination and other proposals. PAAC may also file other relevant documents regarding the Business
Combination with the SEC. PAAC’s shareholders and other interested persons are advised
to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy
Statement/Prospectus, in connection with PAAC’s solicitation of proxies for its extraordinary general meeting of shareholders to
be held to approve, among other things, the Business Combination, because these documents will contain important information about PAAC,
Astro Digital and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy Statement/Prospectus,
once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC
by PAAC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to PAAC’s Chief Executive Officer
at 3860 W. Northwest Hwy, Suite 470, Dallas, TX.
Participants in the Solicitation
PAAC
and Astro Digital and certain of their respective directors, executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i)
the directors and executive officers of PAAC is set forth in PAAC’s Annual Report on Form 10-K for the year
ended December 31, 2025, which was filed with the SEC on March 26, 2026, and (ii) a description of the interests of the directors and
executive officers of PAAC and Astro Digital and the Business Combination will be contained
in the Registration Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
The disclosure herein includes
certain statements that are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to,
(1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity;
(2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance
of Astro Digital following the proposed Business Combination; (3) changes in the market for Astro Digital’s satellite technology
infrastructure and mission support services, expansion plans and opportunities; (4) Astro Digital’s aerospace business, including
modular satellite technology infrastructure and mission support services; (5) the sources and uses of cash in connection with the proposed
Business Combination; (6) the anticipated capitalization and enterprise value of PAAC following the consummation of the proposed Business
Combination; (7) the projected technological developments of Astro Digital; (8) current and future potential commercial and customer relationships;
(9) the ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the
effect of these investments; (11) the amount of redemption requests made by PAAC’s public shareholders; (12) the ability of Astro
Digital to issue equity or equity-linked securities in the future; (13) the failure to achieve the Minimum Cash Condition; (14) the inability
to obtain or maintain the listing of the combined company’s common stock on Nasdaq following the proposed Business Combination,
including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards
in connection with the consummation of the proposed Business Combination; and (15) expectations related to the terms and timing of the
proposed Business Combination. Additional risks include the use of a portion of the PIPE Financing proceeds to fund the Repurchase and
the resulting reduction in cash available to Parent following the Closing; the availability and funding of the PIPE Financing, including
the risk that any PIPE Investor may fail to satisfy its obligations; the level of redemptions and the resulting effect on Parent Closing
Cash and the Minimum Cash Condition; delays in resolving SEC comments on, or obtaining effectiveness of, the Registration Statement; the
failure to obtain required shareholder approvals or Nasdaq listing approval; and risks relating to Astro Digital’s aerospace, satellite,
remote-sensing, communications and government-contract businesses, including export-control, sanctions, and other national-security regulatory
requirements. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current
expectations of PAAC’s and Astro Digital’s management and are not predictions of actual performance. Any projections or other
forward-looking information included in this Current Report, any Investor Presentation or other transaction communications are provided
for illustrative purposes only, were prepared for purposes of evaluating the proposed Business Combination and related financing, and
are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability; no representation or warranty is made as to their achievability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of PAAC and Astro
Digital. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the final prospectus of PAAC filed with the SEC
on February 13, 2026 (File No. 333-292217), and/or will be contained in the Registration Statement
and the Proxy Statement/Prospectus when available, and in those other documents that PAAC and Astro Digital have filed, or will
file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional
risks that neither PAAC nor Astro Digital presently know or that PAAC and Astro Digital currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
PAAC’s and Astro Digital’s expectations, plans or forecasts of future events and views as of the date of this Current Report
on Form 8-K. PAAC and Astro Digital anticipate that subsequent events and developments will cause PAAC’s and Astro Digital’s
assessments to change. However, while PAAC and Astro Digital may elect to update these forward-looking statements at some point in the
future, PAAC and Astro Digital specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon
as representing PAAC’s and Astro Digital’s assessments as of any date subsequent to the date of this release. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any
jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor
shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation
or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation
regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 2.1† |
|
Merger Agreement, dated as of September 26, 2026, by and among Proem Acquisition Corp I, PAAC Merger Sub I, Inc., PAAC Merger Sub II, LLC and Astro Digital US, Inc. |
| |
|
|
| 10.1 |
|
Company Support Agreement, dated as of September 26, 2026, by and among Proem Acquisition Corp I, Astro Digital US, Inc. and the other parties thereto. |
| |
|
|
| 10.2 |
|
Parent Support Agreement, dated as of September 26, 2026, by and among Proem Acquisition Corp I, Astro Digital US, Inc., the Sponsor and certain other Parent shareholders. |
| |
|
|
| 10.3 |
|
Form of Lock-Up Agreements. |
| |
|
|
| 10.4 |
|
Form of Investors’ Rights Agreement. |
| |
|
|
| 10.5 |
|
Form of Executive Employment Agreements. |
| |
|
|
| 10.6 |
|
Form of PIPE Subscription Agreement. |
| |
|
|
| 99.1 |
|
Joint Press Release, dated September 28, 2026. |
| |
|
|
| 99.2 |
|
Investor Presentation, dated September 25, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
PROEM ACQUISITION CORP I |
| |
|
| |
By: |
/s/ Imran Khan |
| |
|
Name: |
Imran Khan |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Date: September 28, 2026 |
|
|
