Sponsor for Paloma (PALOU) forfeits 200K founder shares

Rhea-AI Filing Summary

Paloma Acquisition Corp I reported an insider-related restructuring where Paloma Capital Group LLC, the sponsor, forfeited 200,000 Class B ordinary shares to the company at no cost after the remaining underwriters' over-allotment option expired. These Class B shares automatically convert into Class A shares on a one-for-one basis at the initial business combination or earlier at the holder's option.

Following this transaction, entities associated with Chief Executive Officer Anna Maria Staples indirectly hold 3,525,000 Class B ordinary shares. Ms. Staples is the manager of the sponsor and may be deemed to have beneficial ownership of the sponsor’s securities, but she disclaims beneficial ownership except to the extent of her pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Staples Anna Maria

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Class B ordinary shares	200,000	$0.00	--

Holdings After Transaction: Class B ordinary shares — 3,525,000 shares (Indirect, See Footnote)

Footnotes (1)

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-293083) (the "Registration Statement") under the heading "Description of Securities", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. 200,000 Class B ordinary shares were forfeited to the Issuer by Paloma Capital Group LLC (the "Sponsor") at no cost, in connection with the expiration of the remaining portion of the underwriters' over-allotment option as described in the Registration Statement. Anna Maria Staples is the manager of the Sponsor, and as such, has voting and investment discretion with respect to, and may be deemed to have beneficial ownership of, the securities held by the Sponsor. Ms. Staples disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Key Figures

Shares forfeited: 200,000 Class B ordinary shares Shares after transaction: 3,525,000 Class B ordinary shares Conversion ratio: 1 Class B for 1 Class A share +1 more

4 metrics

Shares forfeited 200,000 Class B ordinary shares Forfeited to issuer by sponsor at no cost

Shares after transaction 3,525,000 Class B ordinary shares Indirectly held following restructuring

Conversion ratio 1 Class B for 1 Class A share Automatic conversion at initial business combination or earlier

Transaction price $0.00 per share Forfeiture to issuer at no cost

Key Terms

over-allotment option, beneficial ownership, Class B ordinary shares, initial business combination

4 terms

over-allotment option financial

"in connection with the expiration of the remaining portion of the underwriters' over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

beneficial ownership financial

"may be deemed to have beneficial ownership of, the securities held by the Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Class B ordinary shares financial

"the Class B ordinary shares will automatically convert into Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

initial business combination financial

"automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Staples Anna Maria

(Last) (First) (Middle)

C/O PALOMA ACQUISITION CORP. I

SUITE 2, 103 FLORA TERRACE

(Street)

NORTH BEACH WA 6020

(City) (State) (Zip)

AUSTRALIA

(Country)

2. Issuer Name and Ticker or Trading Symbol
PALOMA ACQUISITION CORP I [ PALO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	04/04/2026		J(2)			200,000(2)	(1)	(1)	Class A ordinary shares	200,000	$0	3,525,000(3)	I	See Footnote(3)

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-293083) (the "Registration Statement") under the heading "Description of Securities", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

2. 200,000 Class B ordinary shares were forfeited to the Issuer by Paloma Capital Group LLC (the "Sponsor") at no cost, in connection with the expiration of the remaining portion of the underwriters' over-allotment option as described in the Registration Statement.

3. Anna Maria Staples is the manager of the Sponsor, and as such, has voting and investment discretion with respect to, and may be deemed to have beneficial ownership of, the securities held by the Sponsor. Ms. Staples disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Spencer Cercone, Attorney-in-Fact	04/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Paloma Acquisition Corp I (PALOU) report?

Paloma Acquisition Corp I reported that sponsor Paloma Capital Group LLC forfeited 200,000 Class B ordinary shares to the company at no cost. The forfeiture is tied to the expiration of the remaining underwriters' over-allotment option described in the registration statement.

How many Paloma Acquisition (PALOU) Class B shares are held after the transaction?

After the restructuring, entities associated with the sponsor hold 3,525,000 Class B ordinary shares. This figure reflects the position following the forfeiture of 200,000 Class B shares back to the issuer in connection with the over-allotment option expiration.

How do Paloma Acquisition (PALOU) Class B shares convert into Class A shares?

The Class B ordinary shares automatically convert into Class A ordinary shares at the time of Paloma Acquisition Corp I’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments described in the company’s registration statement.

Why were 200,000 Paloma Acquisition (PALOU) Class B shares forfeited?

Paloma Capital Group LLC forfeited 200,000 Class B ordinary shares to the issuer at no cost in connection with the expiration of the remaining portion of the underwriters' over-allotment option, as outlined in the company’s Form S-1 registration statement description of securities.

What is Anna Maria Staples’ relationship to Paloma Acquisition (PALOU) sponsor shares?

Chief Executive Officer Anna Maria Staples is the manager of Paloma Capital Group LLC, the sponsor, and may be deemed to have beneficial ownership of the sponsor’s securities. She disclaims beneficial ownership except to the extent of her pecuniary interest in those securities.

Do Paloma Acquisition (PALOU) Class B shares have an expiration date?

The filing states that the Class B ordinary shares have no expiration date. They remain outstanding until they automatically convert into Class A ordinary shares at the initial business combination, or earlier if the holder elects conversion, subject to the described adjustment provisions.