[8-K] Pioneer Acquisition I Corp Units Reports Material Event

Rhea-AI Filing Summary

Pioneer Acquisition I Corp (Nasdaq: PACHU) filed an 8-K to disclose the closing of its special-purpose acquisition company (SPAC) initial public offering.

The company sold 25,300,000 units at $10.00 per unit, including the full exercise of the underwriters’ 3,300,000-unit over-allotment option, generating $253 million in gross proceeds. Each unit contains one Class A ordinary share and one-half of a redeemable warrant; each whole warrant allows the purchase of one share at $11.50.

Concurrently, the company completed two private placements:

• 4,200,000 sponsor warrants for $4.2 million
• 2,200,000 warrants to Cantor Fitzgerald & Co. and Odeon Capital Group for $2.2 million

Net IPO proceeds of $253 million were deposited into a U.S. trust account with Continental Stock Transfer & Trust Company. These funds can be withdrawn only to (i) complete a business combination within 24 months, (ii) redeem public shares in certain shareholder votes, or (iii) distribute funds if no merger is consummated.

The filing lists nine ancillary agreements—including the underwriting, warrant and trust agreements—executed on 17 June 2025. The company’s securities trade on Nasdaq under the symbols PACHU (units), PACH (Class A shares) and PACHW (warrants).

Positive

• $253 million gross proceeds raised, including full exercise of the 3.3 million-unit over-allotment option.
• Additional $6.4 million generated from private placement warrants without underwriting fees.
• All IPO proceeds placed in a secured trust account, safeguarding investor capital until a merger.
• Nasdaq listings for units, shares and warrants provide immediate liquidity for investors.

Negative

• Company must complete a business combination within 24 months or redeem public shares, introducing timeline pressure.
• Issuance of 19 million+ warrants (public and private) presents potential post-merger dilution at an $11.50 strike price.

Insights

Securities Analyst

TL;DR – $253 M SPAC IPO fully subscribed; trust funded, 24-month merger clock starts.

The full take-up of the over-allotment option signals healthy demand for Pioneer Acquisition I’s units, giving the SPAC the maximum cash it marketed. The added $6.4 million of private-placement warrants provides incremental working capital without underwriting costs. With $253 million now sequestered in trust, early investors benefit from capital protection until a deal is announced. Because no target has yet been named, valuation hinges on the sponsor’s deal-sourcing ability; however, the clean capital structure and standard 24-month deadline should make the vehicle competitive in the current SPAC market.

Risk Analyst

TL;DR – Standard SPAC risks apply; dilution from 19 M+ total warrants could pressure post-merger equity.

The issuance of one-half public warrant per unit plus 6.4 million private warrants means at least 19.0 million warrants could become in-the-money above $11.50, enlarging future share count. Furthermore, failure to close a business combination within 24 months would trigger redemption at trust value, limiting downside for public shareholders but wiping out sponsor capital. Investors should watch cash-burn outside the trust and the sponsor’s ability to source an accretive deal before the deadline.

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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

Date of Report (Date of earliest event reported): June 17, 2025

Pioneer Acquisition I Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42709		N/A00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

131 Concord Street

Brooklyn, NY 11201

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (347) 720-2907

Not Applicable
(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 Class A ordinary share and one-half of one redeemable 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

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.

On June 20, 2025, Pioneer Acquisition I Corp (the “Company”) consummated its initial public offering (“IPO”) of 25,300,000 units (the “Units”), including 3,300,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A 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 Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements on Form S-1 (File No. 333-287656) for the IPO, originally filed with the U.S. Securities and Exchange Commission on May 29, 2025 (as amended, the “Registration Statement”):

● An Underwriting Agreement, dated June 17, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A Warrant Agreement, dated June 17, 2025, 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.

● A Letter Agreement, dated June 17, 2025, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

● An Investment Management Trust Agreement, dated June 17, 2025, 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.

● A Registration Rights Agreement, dated June 17, 2025, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

	●	A Private Placement Warrants Purchase Agreement, dated June 17, 2025, (the “Sponsor Private Placement Warrants Agreement”) by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
	●	A Private Placement Warrants Purchase Agreement, dated June 17, 2025, (the “Underwriter Private Placement Warrants Agreement”), by and between the Company, Cantor Fitzgerald & Co. and Odeon Capital Group LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

● An Administrative Services Agreement, dated June 17, 2025, by and between the Company and Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

	●	An Indemnity Agreement, dated June 17, 2025, by and between the Company and Mitchell Creem, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.
	●	An Indemnity Agreement, dated June 17, 2025, by and between the Company and Kevin Schubert, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.
	●	An Indemnity Agreement, dated June 17, 2025, by and between the Company and Michael DiMeo, a copy of which is attached as Exhibit 10.9 hereto and incorporated herein by reference.
	●	An Indemnity Agreement, dated June 17, 2025, by and between the Company and Mark Fawcett, a copy of which is attached as Exhibit 10.10 hereto and incorporated herein by reference.

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Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Agreement, the Company completed the private sale of an aggregate of aggregate of 4,200,000 private placement warrants (the “Sponsor Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Sponsor Private Placement Warrant, generating gross proceeds to the Company of $4,200,000. The Sponsor Private Placement Warrants are identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Sponsor Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Simultaneously with the closing of the IPO, pursuant to the Underwriter Private Placement Warrants Agreement, the Company completed the private sale of an aggregate of aggregate of 2,200,000 private placement warrants (the “Underwriter Private Placement Warrants”) to Cantor Fitzgerald & Co. and Odeon Capital Group LLC at a purchase price of $1.00 per Underwriter Private Placement Warrant, generating gross proceeds of $2,200,000. The Underwriter Private Placement Warrants are identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Underwriter Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01. Other Events.

A total of $253,000,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes and $100,000 of interest to pay 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 any of the Ordinary Shares included in the Units sold in the IPO (the “Public Shares”) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) 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, subject to applicable law.

On June 17, 2025, 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 June 20, 2025, 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.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

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
4.1		Warrant Agreement, dated June 17, 2025, by and between Continental Stock Transfer & Trust Company and the Registrant
10.1		Letter Agreement, dated June 17, 2025, by and among the Registrant and its founders
10.2		Investment Management Trust Agreement, dated June 17, 2025, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant
10.3		Registration Rights Agreement, dated June 17, 2025, by and among the Registrant and certain security holders
10.4		Private Placement Warrants Purchase Agreement dated June 17, 2025, by and among the Registrant and the Sponsor
10.5		Private Placement Warrants Purchase Agreement, dated June 17, 2025, by and among the Registrant, Cantor Fitzgerald & Co. and Odeon Capital Group LLC
10.6		Administrative Services Agreement, dated June 17, 2025, by and between the Registrant and the Sponsor
10.7		Indemnity Agreement, dated June 17, 2025, by and between the Company and Mitchell Creem
10.8		Indemnity Agreement, dated June 17, 2025, by and between the Company and Kevin Schubert
10.9		Indemnity Agreement, dated June 17, 2025, by and between the Company and Michael DiMeo
10.10		Indemnity Agreement, dated June 17, 2025, by and between the Company and Mark Fawcett
99.1		Press Release, dated June 17, 2025
99.2		Press Release, dated June 20, 2025

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SIGNATURE

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.

	Pioneer Acquisition I Corp
	By:	/s/ Mitchell Creem
		Name:	Mitchell Creem
		Title:	Chief Executive Officer

Dated: June 20, 2025

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FAQ

How much did Pioneer Acquisition I Corp (PACHU) raise in its SPAC IPO?

The company raised $253 million by selling 25.3 million units at $10.00 each.

What securities are included in a PACHU unit?

Each unit contains one Class A ordinary share and one-half of a redeemable warrant exercisable at $11.50 per share.

How long does Pioneer Acquisition I Corp have to complete a business combination?

The SPAC has 24 months from the June 20 2025 closing date to finalize a merger or redeem public shares.

Where are the IPO proceeds being held?

All $253 million of IPO proceeds are in a U.S. trust account at Continental Stock Transfer & Trust Company.

What private placement warrants were issued at closing?

The sponsor bought 4.2 million warrants and the underwriters bought 2.2 million, each at $1.00 per warrant.

What are the Nasdaq ticker symbols for Pioneer Acquisition I Corp?

Units trade as PACHU, Class A shares as PACH and warrants as PACHW.