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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): April 8, 2026
Paloma Acquisition Corp I
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43134 |
|
N/A |
(State or other
jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.) |
| 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)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K 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 |
|
PALOU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class
A Ordinary Shares, par value $0.0001 per share |
|
PALO |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
PALOW |
|
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 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 8.01. Other Events.
On April 8, 2026, Paloma Acquisition Corp I (the
“Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering
(the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class
A ordinary shares”), and warrants (the “Warrants”) included in the Units commencing on April 13, 2026. Each
Unit consists of one Class A ordinary share, and one-half of one redeemable warrant (each, a “Warrant”), each whole Warrant
entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.
Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “PALOU”.
Any underlying Class A ordinary shares and Warrants that are separated will trade on Nasdaq under the symbols “PALO” and “PALOW”,
respectively. Holders of Units will need to have their brokers contact Efficiency INC, the Company’s transfer agent, in order to
separate the holders’ Units into Class A ordinary shares and Warrants.
A copy of the press release issued by the Company
announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated April 8, 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 |
|
| |
Name: |
Anna Nahajski |
|
| |
Title: |
Chief Executive Officer |
|
Date: April 8, 2026
Exhibit 99.1
Paloma Acquisition
Corp I Announces the Separate Trading of Its Class A Ordinary Shares and Warrants, Commencing on April 13, 2026
New York, NY,
April 8, 2026 – Paloma Acquisition Corp I (Nasdaq: PALOU) (the “Company”) today announced that, commencing
on April 13, 2026, holders of the units (the “Units”) sold in the Company’s initial public offering may
elect to separately trade the Company’s Class A ordinary shares (the “Ordinary Shares”) and warrants (the
“Warrants”) included in the Units.
The Ordinary Shares and Warrants received from
the separated Units will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “PALO” and “PALOW”,
respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “PALOU”. Holders of Units will
need to have their brokers contact Efficiency INC., the Company’s transfer agent, in order to separate the Units into Ordinary Shares
and Warrants.
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 opportunity in any industry or sector but intends to focus on opportunities and
companies in the mining and precious metals sector, with an emphasis on gold and silver in the United States and critical minerals in
North America, Australia and New Zealand. The Company’s leadership team is composed of Chief Executive Officer, Anna Nahajski,
Chief Financial Officer, Peter Preston, and independent directors: James Askew, Richard Munson, and Effie Simanikas. The leadership team
consists of seasoned executives, operators, and investors with extensive experience in sourcing, evaluating, and executing complex transactions
across both public and private markets. Collectively, the leadership team has a demonstrated track record of building and creating shareholder
value through strategic acquisitions, successfully taking companies public, sourcing finance at various growth stages and identifying
opportunities in the resources industry. The Company is looking to partner with businesses led by experienced management teams
with a demonstrated track record of resource growth, project development management, operational efficiency and cash flow generation.
The Units were
initially offered by the Company in an underwritten offering. Jefferies LLC, acted as sole book-running manager. 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.
The registration
statement relating to the securities of the Company 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 an 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” that involve risks and uncertainties. Forward-looking statements
are statements that are not historical facts. Forward-looking statements are subject to numerous risks and uncertainties, 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 final prospectus for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”),
which could cause actual results to differ from forward-looking statements. 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. No assurance can be given that the Company will ultimately complete a business combination transaction.
Contact
Paloma Acquisition Corp I
Peter Preston
Chief Financial Officer
Peter@palomaacquisitioncorp.com