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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 18, 2026
Date of Report (Date of Earliest Event Reported)
———————————
Paloma Acquisition Corp I
(Exact Name of Registrant as Specified in its
Charter)
———————————
| Cayman Islands |
001-43134 |
N/A |
| (State of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
535 Fifth Avenue, 4th Floor
New York, New York 10017
(Address of Principal Executive Offices) (Zip
Code)
(929) 828-7221
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former Name or Former Address, if Changed Since
Last Report)
———————————
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 |
|
PALOU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A ordinary shares, par value $0.0001 per share |
|
PALO |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
PALOW |
|
The Nasdaq Stock Market LLC |
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)) |
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 x
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 18, 2026, the
registration statement on Form S-1 (File No. 333-293083) relating to the initial public offering (the “IPO”)
of Paloma Acquisition Corp I (the “Company”), initially filed with the U.S.
Securities and Exchange Commission (the “Commission”) on January 30, 2026
(as amended, the “Registration Statement”), was declared effective by the
Commission.
On February 20, 2026, the
Company consummated its IPO of 15,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $150,000,000. 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.
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
Statement:
| · | An Underwriting Agreement, dated February 18, 2026, by and between the Company and Jefferies LLC (“Jefferies”),
as sole book-running manager, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| · | A Warrant Agreement, dated February 18, 2026, by and between the Company and Efficiency INC., as warrant agent, a copy of which is
attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| · | An Investment Management Trust Agreement, dated February 18, 2026, by and between the Company and Efficiency INC., as trustee, a copy
of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| · | A Registration and Shareholder Rights Agreement, dated February 18, 2026, by and among the Company and certain security holders, a
copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| · | A Private Placement Units Purchase Agreement, dated February 18, 2026 (the “Sponsor Private Placement Units Purchase Agreement”),
by and between the Company and Paloma Capital Group LLC, a Cayman Islands limited liability company (the “Sponsor”),
a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| · | A Private Placement Units Purchase Agreement, dated February 18, 2026 (the “Jefferies Private Placement Units Purchase Agreement”),
by and between the Company and Jefferies, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| · | A Letter Agreement, dated February 18, 2026 (the “Letter Agreement”), by and among the Company, its officers, its
directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| · | An Administrative Services Agreement, dated February 18, 2026, between the Company and the Sponsor, a copy of which is filed as Exhibit
10.6 to this Report and incorporated herein by reference. |
| · | Indemnity Agreements, dated February 18, 2026, by and among the Company and each director, executive officer and advisor of the Company,
a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
The material terms of such
agreements are fully described in the Company’s final prospectus, dated February 18, 2026, as filed with the Commission on February
19, 2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On
February 20, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 350,000 units
to the Sponsor and an aggregate of 150,000 units to Jefferies (collectively, the “Private
Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $5,000,000 (the “Private
Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement
was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”) in reliance
upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except as otherwise disclosed in
the Registration Statement.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2026, in connection
with the IPO, James Askew, Richard Munson and Effie Simanikas (collectively with Anna Nahajski-Staples, the “Directors”)
were appointed to the board of directors of the Company (the “Board”). Messrs. Askew, Munson, and Ms. Simanikas are
independent directors. Effective February 20, 2026, each of Messrs. Askew, Munson, and Ms. Simanikas was appointed to the Board’s
Audit Committee, with Ms. Simanikas serving as chair of the Audit Committee. Each of Messrs. Askew, Munson, and Ms. Simanikas was appointed
to the Board’s Compensation Committee, with Mr. Munson serving as chair of the Compensation Committee. Each of Messrs. Askew,
Munson, and Ms. Simanikas was appointed to the Board’s Nominating Committee, with Mr. Munson serving as chair of the Compensation
Committee.
Following the
appointment of the Directors, the Board is comprised of three classes. The term of office of the first class of directors, Class I,
consisting of Mr. Munson, will expire at the Company’s first annual meeting of shareholders. The term of office of the second
class of directors, Class II, consisting of Ms. Simanikas will expire at the Company’s second annual meeting of shareholders.
The term of office of the third class of directors, Class III, consisting of Ms. Nahajski-Staples and Mr. Askew, will expire at the
Company’s third annual meeting of shareholders.
On February 18, 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 in the form previously filed as Exhibit 10.6 to the Registration Statement. 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 form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and the form of indemnity agreement, copies of which are attached as Exhibit 10.5 and 10.7 hereto, respectively,
and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.
On February 18, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on February 18, 2026. 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 description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete
and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached
as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $150,000,000
of the proceeds from the IPO (which amount includes $6,000,000 of the underwriters’ deferred discount) and the sale of the
Private Placement Units, was placed in a U.S.-based trust account maintained by Efficiency INC., 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 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 shareholders’ rights or pre-initial business combination
activity.
On February 18, 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 20, 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.
(d) Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
Description |
| 1.1 |
Underwriting Agreement, dated February 18, 2026, by and between the Company and Jeffries LLC, as representative of the several underwriters. |
| 3.1 |
Amended and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
Warrant Agreement, dated February 18, 2026, by and between the Company and Efficiency INC., as warrant agent. |
| 10.1 |
Investment Management Trust Agreement, February 18, 2026, by and between the Company and Efficiency INC., as trustee. |
| 10.2 |
Registration and Shareholder Rights Agreement, dated February 18, 2026, by and among the Company and certain security holders. |
| 10.3 |
Sponsor Private Placement Units Purchase Agreement, dated February 18, 2026, by and between the Company and the Sponsor. |
| 10.4 |
Jefferies Private Placement Units Purchase Agreement, dated February
18, 2026, by and between the Company and Jefferies LLC. |
| 10.5 |
Letter Agreement, dated February 18, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| 10.6 |
Administrative Services Agreement, dated February 18, 2026, between the Company and the Sponsor. |
| 10.7 |
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-293083), filed by the Company on January 30, 2026). |
| 99.1 |
Press Release, dated February 18, 2026. |
| 99.2 |
Press Release, dated February 20, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
PALOMA ACQUISITION CORP I |
| |
|
| |
By: |
/s/ Anna Nahajski-Staples |
| |
|
Name: |
Anna Nahajski-Staples |
| |
|
Title: |
Chief Executive Officer |
Dated: February 24, 2026
Exhibit 99.1
Paloma Acquisition Corp I Announces Pricing
of
$150 Million Initial Public Offering
New York, NY, February 18, 2026 —
Paloma Acquisition Corp I (the “Company”), a blank check company
formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit.
The units are expected to be listed for trading on the Nasdaq Global Market under the ticker symbol “PALOU”
beginning February 19, 2026. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant of the Company. Each
whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares and warrants will
be listed on the Nasdaq Global Market under the symbols “PALO”
and “PALOW,” respectively. The offering is expected to close on February 20, 2026, subject to customary closing conditions.
While the Company may pursue an initial business
combination opportunity in any business, industry or geographic location, it intends to capitalize on the ability of its management team
to identify, acquire and operate a business or businesses, focusing on opportunities and companies in the minerals sector with a focus
on gold and silver in the United States.
Jefferies LLC is acting as sole book-running manager
for the offering. The Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional units at the initial
public offering price to cover over-allotments, if any.
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 Jefferies LLC, Attn: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone: 877-821-7388 or by email: Prospectus_Department@Jefferies.com.
A registration statement relating to the securities
became effective on February 18, 2026. This press release shall not constitute an offer to sell or the 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.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the
net proceeds from the offering. No assurance can be given that the offering discussed above will be completed on the terms described,
or at all, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the
Company’s registration statement and preliminary prospectus for the Company’s offering filed with the U.S. Securities and
Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company
undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Paloma Acquisition Corp I
Anna Nahajski-Staples
anna@palomainvestments.com
Exhibit 99.2
Paloma Acquisition Corp I Announces Closing
of
$150 Million Initial Public Offering
New York, NY, February 20, 2026 —
Paloma Acquisition Corp I (the “Company”), a blank check company
formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, announced the closing of its initial public offering of 15,000,000 units at a price of $10.00 per unit on
February 20, 2026. Total gross proceeds from the offering were $150 million 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 “PALOU” on February 19, 2026. Each unit consists of one Class A ordinary share
of the Company and one-half of one redeemable public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share of the Company at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary
shares and warrants are expected to be listed on the Nasdaq under the symbols “PALO” and “PALOW,” respectively.
Anna Nahajski-Staples, Founder and CEO, commented,
“We are pleased to have completed our initial public offering and appreciate the support of our investors. Our purpose-built team
brings significant experience in precious metals and M&A to underpin a disciplined and efficient business combination process. We
believe the sector presents compelling fundamentals and we look forward to pursuing a transaction that we believe can create value for
our shareholders.”
Jefferies acted as sole book-running manager for
the offering.
The public offering was made only by means of
a prospectus. Copies of the prospectus relating to the offering may be obtained from Jefferies, Attn: Equity Syndicate Prospectus Department,
520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone: 877-821-7388 or by email: Prospectus_Department@Jefferies.com.
A registration statement relating to the securities
became effective on February 18, 2026. This press release shall not constitute an offer to sell or the 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.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the anticipated use of the net proceeds from the offering. No assurance
can be given that the net proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business
combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the
Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are
available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.
Contact
Paloma Acquisition Corp
Anna Nahajski-Staples
anna@palomainvestments.com
