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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
February 11, 2026
Date of Report (Date of earliest event reported)
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 |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On February 11, 2026, the registration statement
on Form S-1 (File No. 333-292217) (as amended, the “Registration Statement”) relating to the initial public offering (the
“IPO”) of Proem Acquisition Corp I, a Cayman Islands exempted company (the “Company”), was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”).
On February 13, 2026, the Company consummated
its IPO, which consisted of 13,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value
$0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”),
with each whole Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $130,000,000.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Registration Statement, filed with the SEC:
| ● | Underwriting Agreement, dated
February 11, 2026, by and between the Company and Clear Street LLC, as representative of the underwriters in the IPO (“Clear Street”),
a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | Warrant Agreement, dated February
11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached
as Exhibit 4.1 hereto and incorporated herein by reference; |
| ● | Letter Agreement, dated February
11, 2026, by and among the Company, Proem SPAC Partners I LLC (the “Sponsor”) and the officers and directors of the Company,
a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference; |
| ● | Investment Management Trust
Agreement, dated February 11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy
of which is attached as Exhibit 10.2 hereto and incorporated herein by reference; |
| ● | Registration Rights Agreement,
dated February 11, 2026, by and among the Company, the Sponsor and certain security holders of the Company, a copy of which is attached
as Exhibit 10.3 hereto and incorporated herein by reference; |
| ● | Private Placement Units Purchase Agreement, dated February
11, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference; |
| ● | Administrative Services Agreement,
dated February 11, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated
herein by reference. |
| ● | Indemnity Agreements, dated
February 11, 2026, by and among the Company and each of the officers and directors of the Company, copies of which is attached as Exhibit
10.6.1-10.6.6 hereto and incorporated herein by reference; and |
As of February 13, 2026, a total of $130,000,000
of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $4,550,000 in deferred underwriting
commissions, was deposited into a trust account established for the benefit of the Company’s public shareholders maintained by Continental
Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may
be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not
be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from
the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable
law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the
Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem
100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing
of the IPO or with respect to any other material provisions relating to the rights of holders of ordinary shares or pre-initial business
combination activity.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with
the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company consummated a private placement
(the “Private Placement”) of an aggregate of 292,500 private units (the “Private Units”) to the Sponsor, at a
price of $10.00 per Private Unit, generating total proceeds of $2,925,000. The Private Units are identical to the Units sold in
the IPO, subject to certain limited exceptions, except with respect to certain registration rights and transfer restrictions,
as described in the Registration Statement. Additionally, the holders of the Private Units agreed not to transfer, assign or
sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration
Statement) until the completion of the Company’s initial business combination. The holders of the Private Units were granted
certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities.
The Private Units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended, as the transaction did not involve a public offering.
The
Company also issued in a private placement to Clear Street 97,500 Ordinary Shares upon the consummation of the Offering (the
“Representative Shares”). The Representative Shares are identical to the Ordinary Shares included in
the Units, except that Clear Street has agreed not to transfer, assign or sell any Representative Shares until the completion of
the Company’s initial business combination. In addition, Clear Street has agreed to (i) to waive its redemption
rights with respect to such Representative Shares in connection with the completion of the Company’s initial
business combination and (ii) to waive its rights to liquidating
distributions from the trust account with respect to such Representative Shares if the Company fails to complete its initial
business combination within the periods of time as provided in the Amended and Restated Memorandum and Articles of Association.
The Representative Shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 11, 2026, in connection with the IPO,
John Wu, David Eckstein, Amarnath Thombre, and Andrey Kazakov were appointed to the board of directors of the Company (the “Board”).
John Wu, David Eckstein, Amarnath Thombre, Andrey Kazakov are independent directors. Effective February 11, 2026, John Wu, David Eckstein,
Amarnath Thombre, Andrey Kazakov were appointed to the Board’s Audit Committee (with David Eckstein serving as chair of the Audit
Committee); and John Wu, David Eckstein, Amarnath Thombre, Andrey Kazakov were appointed to the Compensation Committee (with John Wu serving
as chair of the Compensation Committee).
On February 11, 2026, in connection with their
appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the
Company filed, respectively, as Exhibits 10.1 and 10.6, herewith.
Other than the foregoing, none of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement
and the Indemnity Agreements do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement
and Indemnity Agreements, copies of which are attached hereto as Exhibits 10.1 and 10.6, respectively, and are incorporated herein by
reference.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On February 11, 2026, and in connection with the
IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The terms of the Amended and Restated Memorandum
and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. The Amended and Restated
Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
On February 11, 2026, the Company issued a press
release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 13, 2026, the Company issued a press
release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 11, 2026, by and between the Company and Clear Street, as representative of the underwriters |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 4.1 |
|
Warrant Agreement, dated February 11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent |
| 10.1 |
|
Letter Agreement, dated February 11, 2026, by and among the Company, the Sponsor and the officers and directors of the Company |
| 10.2 |
|
Investment Management Trust Agreement, dated February 11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee |
| 10.3 |
|
Registration Rights Agreement, dated February 11, 2026, by and among the Company, the Sponsor, and certain security holders of the Company |
| 10.4 |
|
Private Placement Unit Purchase Agreement, dated February 11, 2026, by and between the Company and the Sponsor |
| 10.5 |
|
Administrative Services Agreement, dated February 11, 2026, by and between the Company and the Sponsor |
| 10.6.1 |
|
Indemnity Agreement, dated February 11, 2026, by and between the Company and Imran Khan |
| 10.6.2 |
|
Indemnity Agreement, dated February 11, 2026, by and between the Company and Greg Pearson |
| 10.6.3 |
|
Indemnity Agreement, dated February 11, 2026, by and between the Company and John Wu |
| 10.6.4 |
|
Indemnity Agreement, dated February 11, 2026, by and between the Company and David Eckstein |
| 10.6.5 |
|
Indemnity Agreement, dated February 11, 2026, by and between the Company and Amarnath Thombre |
| 10.6.6 |
|
Indemnity Agreement, dated February 11, 2026, by and between the Company and Andrey Kazakov |
| 99.1 |
|
Press Release Dated February 11, 2026 |
| 99.2 |
|
Press Release Dated February 13, 2026 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| Dated: February 17, 2026 |
|
|
| |
|
|
| |
Proem Acquisition Corp I |
| |
|
|
| |
By: |
/s/ Imran Khan |
| |
Name: |
Imran Khan |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Proem Acquisition Corp I Announces Pricing of $130,000,000 Initial
Public Offering
Dallas, Texas, United States, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Proem
Acquisition Corp I (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted
company, today announced the pricing of its initial public offering of 13,000,000 units at an offering price of $10.00 per unit, with
each unit consisting of one ordinary share and one-half of one redeemable warrant, subject to certain adjustments. The units are expected
to trade on the Nasdaq Global Market (“NASDAQ”) under the ticker symbol “PAACU” beginning February 12, 2026. No
fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the
units begin separate trading, the ordinary shares and the warrants are expected to be traded on NASDAQ under the symbols “PAAC”
and “PAACW,” respectively. The offering is expected to close on February 13, 2026, subject to customary closing conditions.
The Company was formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses.
We may pursue an initial business combination in any business or industry.
Clear Street LLC is acting as lead book-running manager. The Company
has granted the underwriters a 45-day option to purchase up to 1,950,000 additional units at the initial public offering price to cover
over-allotments, if any.
A registration statement relating to the securities
sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on
February 11, 2026 (the “Effective Date”). The public offering is being made only by means of a prospectus. When available,
copies of the prospectus relating to the offering may be obtained from Clear Street LLC, Attn: Syndicate Department, 150 Greenwich Street,
45th floor, New York, NY 10007, by email at ecm@clearstreet.io.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Proem Acquisition Corp I
Proem Acquisition Corp I is a newly incorporated blank check company
incorporated as a Cayman Islands exempted company and formed for the purpose of entering into a merger, amalgamation, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. The Company
has not selected any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions,
directly or indirectly, with any business combination target with respect to an initial business combination with the Company. The Company’s
management team is led by Imran Khan, the Chief Executive Officer and Chairman of the Board, and Greg Pearson, the Chief Financial Officer.
In addition, the Board includes John Wu, David Eckstein, Amarnath Thombre, and Andrey Kazakov.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) including
the gross proceeds of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination.
No assurance can be given that the offering discussed above will be completed on the terms described, or that the net proceeds of the
offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it
is targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Proem
Acquisition Corp I, including those set forth in the Risk Factors section of Proem Acquisition Corp I’s registration statement
and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Proem
Acquisition Corp I undertakes no obligation to update these statements for revisions or changes after the date of this release, except
as required by law.
Contacts:
Greg Pearson
Chief Financial Officer
(214) 706-9344
Exhibit 99.2
Proem Acquisition Corp I Announces Closing of $130 Million Initial
Public Offering
Dallas, Texas, United States, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Proem
Acquisition Corp I (the “Company”) announced the closing of its initial public offering of 13,000,000 units at a price of
$10.00 per unit on February 13, 2026. Total gross proceeds from the offering were $130,000,000 before deducting underwriting discounts
and commissions and other offering expenses payable by the Company.
The units began trading on the Nasdaq Global Market (“NASDAQ”)
under the ticker symbol “PAACU” on February 12, 2026. Each unit consists of one ordinary share of the Company and one-half
of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share of the Company at a price of
$11.50 per share. Once the securities comprising the units begin separate trading, the ordinary shares and the warrants are expected to
be traded on NASDAQ under the symbols “PAAC” and “PAACW,” respectively.
The Company was formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses.
The Company may pursue an initial business combination in any business or industry.
Clear Street LLC acted as lead book-running manager. The Company has
granted the underwriters a 45-day option to purchase up to 1,950,000 additional units at the initial public offering price to cover over-allotments,
if any.
A registration statement relating to the securities
sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on
February 11, 2026. The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating
to the offering may be obtained from Clear Street LLC, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007,
by email at ecm@clearstreet.io.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Proem Acquisition Corp I
Proem Acquisition Corp I is a blank check company newly incorporated
as a Cayman Islands exempted company and formed for the purpose of entering into a merger, amalgamation, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or similar business combination with one or more businesses. The Company has not selected
any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or
indirectly, with any business combination target with respect to an initial business combination with the Company. The Company’s
management team is led by Imran Khan, the Chief Executive Officer and Chairman of the Board, and Greg Pearson, the Chief Financial Officer.
In addition, the Board includes John Wu, David Eckstein, Amarnath Thombre, and Andrey Kazakov.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) including
the gross proceeds of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination.
No assurance can be given that the offering discussed above will be completed on the terms described, or that the net proceeds of the
offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it
is targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Proem
Acquisition Corp I, including those set forth in the Risk Factors section of Proem Acquisition Corp I’s registration statement
and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Proem
Acquisition Corp I undertakes no obligation to update these statements for revisions or changes after the date of this release, except
as required by law.
Contacts:
Greg Pearson
Chief Financial Officer
(214) 706-9344
