Pioneer Acquisition I Corp (PACH) amends 10-K to add incentive pay clawback policy

(Neutral)

Form Type

10-K/A

Rhea-AI Filing Summary

Pioneer Acquisition I Corp filed Amendment No. 1 to its annual report to add Exhibit 97.1, the company’s Policy on Recoupment of Incentive Compensation adopted on May 22, 2025, which was inadvertently omitted earlier. No other changes were made to the original report.

As of December 31, 2025, the aggregate market value of ordinary shares held by non-affiliates was $317.83 million. As of March 26, 2026, the company had 22,114,799 Class A ordinary shares and 6,325,000 Class B ordinary shares outstanding, each with a par value of $0.0001.

Key Figures

Market value of non-affiliate shares: $317.83 million Class A shares outstanding: 22,114,799 shares Class B shares outstanding: 6,325,000 shares +3 more

6 metrics

Market value of non-affiliate shares $317.83 million Aggregate market value as of December 31, 2025

Class A shares outstanding 22,114,799 shares Class A ordinary shares outstanding as of March 26, 2026

Class B shares outstanding 6,325,000 shares Class B ordinary shares outstanding as of March 26, 2026

Warrant exercise price $11.50 per share Exercise price for each whole warrant into one Class A share

Par value per share $0.0001 per share Par value for Class A and Class B ordinary shares

Recoupment policy adoption date May 22, 2025 Adoption date of Policy on Recoupment of Incentive Compensation

Key Terms

Policy on Recoupment of Incentive Compensation, emerging growth company, Investment Management Trust Agreement, Indemnity Agreement, +2 more

6 terms

Policy on Recoupment of Incentive Compensation financial

"the Company’s Policy on Recoupment of Incentive Compensation (adopted as of May 22, 2025)"

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Investment Management Trust Agreement financial

"Investment Management Trust Agreement, dated June 17, 2025, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant"

A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.

Indemnity Agreement financial

"Indemnity Agreement, dated June 17, 2025, by and between the Company and Mitchell Creem"

Code of Ethics regulatory

"Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement"

A code of ethics is a company’s written rulebook describing the expected behavior and decision-making standards for its leaders and employees, covering honesty, conflicts of interest, financial reporting and legal obligations. For investors it matters because a strong, enforceable code reduces the risk of fraud and scandals, signals trustworthy management and can protect the value of their holdings—like a referee keeping a game fair.

Insider Trading Policy regulatory

"Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Registration Statement filed on Form S-1"

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

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Accepted by SEC EDGAR 04/09/2026 - 04:15 PM

FAQ

What does Pioneer Acquisition I Corp (PACH) change in this 10-K/A amendment?

The amendment adds Exhibit 97.1, the company’s Policy on Recoupment of Incentive Compensation, which was accidentally left out of the original annual report. All other disclosures from the original filing remain unchanged and continue to speak as of the same periods.

What is Exhibit 97.1 in Pioneer Acquisition I Corp’s 10-K/A filing?

Exhibit 97.1 is Pioneer Acquisition I Corp’s Policy on Recoupment of Incentive Compensation, adopted May 22, 2025. It outlines how incentive-based pay can be recovered in certain circumstances, aligning with compensation clawback expectations for listed companies under applicable exchange and regulatory rules.

Does this 10-K/A amendment change Pioneer Acquisition I Corp’s financial results?

The amendment does not change financial results; it only adds the missing recoupment policy exhibit. The company states that, aside from this addition, the original annual report remains unchanged and continues to speak for the periods previously covered.

How many Pioneer Acquisition I Corp Class A and Class B shares are outstanding?

As of March 26, 2026, Pioneer Acquisition I Corp had 22,114,799 Class A ordinary shares and 6,325,000 Class B ordinary shares outstanding. Both classes carry a par value of $0.0001 per share according to the amendment disclosure.

What was the market value of Pioneer Acquisition I Corp’s non-affiliate shares?

As of December 31, 2025, the aggregate market value of ordinary shares held by non-affiliates was $317.83 million. This figure helps indicate the public float value used for certain SEC reporting thresholds and classifications.

What securities of Pioneer Acquisition I Corp trade on Nasdaq?

Pioneer Acquisition I Corp lists units (PACHU), Class A ordinary shares (PACH), and warrants (PACHW) on Nasdaq. Each whole warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to its warrant agreement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 001-42709

Pioneer Acquisition I Corp

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A00-0000000

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

131 Concord Street

Brooklyn, NY

11201

(Address of principal executive offices)

(Zip Code)

(347) 720-2907

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Exchange
Units, each consisting of one Class A ordinary share and one-half of one warrant	PACHU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	PACH	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	PACHW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 month (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of December 31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was $317.83 million.

As of March 26, 2026, the registrant had a total of 22,114,799 Class A ordinary shares, $0.0001 par value, issued and outstanding and 6,325,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2025, originally filed on March 26, 2026 (the “Original Filing”) by Pioneer Acquisition I Corp (the “Company”). The Company is filing this Amendment to add Exhibit 97.1, the Company’s Policy on Recoupment of Incentive Compensation (adopted as of May 22, 2025), which was inadvertently omitted from the Original Filing.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of and for the periods covered in the Original Filing, and the Company has not updated the disclosures contained therein to reflect any subsequent events.

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.

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.
97.1**		Policy on Recoupment of Incentive Compensation

	*	Previously filed.
	**	Furnished herewith.

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 Amendment No. 1 to the Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the Cayman Islands, on the 9th day of April, 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	April 9, 2026
Mitchell Creem	(Principal Executive Officer)

/s/ Kevin Schubert	Chief Financial Officer	April 9, 2026
Kevin Schubert	(Principal Financial and Accounting Officer)

/s/ Michael DiMeo	Director	April 9, 2026
Michael DiMeo

/s/ Mark Fawcett	Director	April 9, 2026
Mark Fawcett

Source: View Original Filing on SEC EDGAR