Proem Acquisition Corp. I (PAAC) agreed to combine with Astro Digital US, Inc., with PAAC acquiring all of Astro Digital’s equity for a $525 million base purchase price plus the aggregate exercise price of vested in-the-money options and warrants. Consideration is PAAC common shares calculated at $10.00 per share; the proposed combination implies pro forma enterprise value of approximately $587 million.
PIPE investors agreed to subscribe for 5,000,000 PAAC common shares at $10.00 each for $50 million; Sponsor affiliates committed $25 million. PAAC will use 20% of gross PIPE proceeds to repurchase shares from certain Astro Digital stockholders at $10.00 per share on the business day immediately following the second merger effective time. Closing is expected in the first quarter of 2027, subject to shareholder approvals, effectiveness of a Form S-4 and conditions including at least $30 million in closing cash.
Astro Digital reported revenue growth at a 42% two-year CAGR and positive adjusted EBITDA. Its investor presentation describes the financial information as unaudited and preliminary.
Proem Acquisition Corp I, a Cayman Islands-based special purpose acquisition company, reported its first post-IPO quarter for the period ended June 30, 2026. Total assets were $132.8 million, including $131.7 million of investments held in a Trust Account funded by the February 2026 IPO of 13,000,000 units for $130.0 million and a private placement of 292,500 units for $2.9 million.
For the three and six months ended June 30, 2026, the company recorded net income of $987,923 and $1,427,522, driven primarily by interest income on Trust investments of $1,162,836 and $1,709,599, partially offset by general and administrative expenses of $174,913 and $403,377. Ordinary shares subject to possible redemption totaled 13,000,000 at a redemption value of $10.13 per share.
Outside the Trust, Proem held $636,353 in cash and working capital of $855,110. Management discloses that its projected future liquidity position and the requirement to liquidate if no business combination is completed within the defined timeframe raise substantial doubt about the company’s ability to continue as a going concern. As of August 11, 2026, there were 17,723,333 ordinary shares issued and outstanding, including those underlying units.
Polar Asset Management Partners Inc. reported beneficial ownership of 1,200,000 Class A ordinary shares of Proem Acquisition Corp I, representing 6.5% of the class. The filing states these shares are held through Polar's advisory relationship with Polar Multi-Strategy Master Fund and that the Reporting Person "may be deemed to beneficially own" shares convertible from units.
Proem Acquisition Corp I ownership filing: Aristeia Capital, L.L.C. reports beneficial ownership of 1,040,000 Units, representing 5.66% of the class. The filing states the percentage is calculated using 18,373,333 shares outstanding as of March 25, 2026.
The Units consist of one ordinary share and one-half of one redeemable warrant (CUSIP G7341A129). The filing shows Aristeia has sole voting and dispositive power over the 1,040,000 Units. The signature block names Andrew B. David as COO of Aristeia Capital, L.L.C.
ProEm Acquisition Corp. I shareholders filing: magnetar-affiliated entities and David J. Snyderman report shared beneficial ownership of 1,000,000 Class A ordinary shares as of March 31, 2026, representing approximately 5.44% of outstanding shares. The filing attributes holdings to multiple Magnetar funds with detailed per‑fund allocations and shows 18,373,333 shares outstanding per the issuer's Form 10-K.