Paloma Capital Group forfeits 200,000 Class B shares

Paloma Capital Group LLC, the sponsor of PALOMA ACQUISITION CORP I, reported an internal restructuring involving its founder shares.

Rhea-AI Filing Summary

Paloma Capital Group LLC, the sponsor of PALOMA ACQUISITION CORP I, reported an internal restructuring involving its founder shares. The filing shows 200,000 Class B ordinary shares were forfeited to the issuer at no cost in connection with the expiration of the remaining underwriters' over-allotment option.

After this forfeiture, the sponsor is shown holding 3,525,000 Class B ordinary shares. These Class B shares are described as automatically converting into Class A ordinary shares at the time of the company's initial business combination, or earlier at the holder's option, on a one-for-one basis, subject to adjustments.

Insider Trade Summary

Other: 200,000 shares

Other 1 txn

Insider PALOMA CAPITAL GROUP LLC, Staples Anna Maria

Role 10% Owner | Chief Executive Officer

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

Holdings After Transaction: Class B ordinary shares — 3,525,000 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. The Sponsor is the record holder of such securities. 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

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

3 metrics

Founder shares forfeited 200,000 Class B ordinary shares Forfeited to issuer at no cost due to over-allotment option expiration

Founder shares after transaction 3,525,000 Class B ordinary shares Total Class B ordinary shares held by sponsor following restructuring

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

Key Terms

Class B ordinary shares, over-allotment option, beneficial ownership, ten percent owner

4 terms

Class B ordinary shares financial

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

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.

over-allotment option financial

"in connection with the expiration of the remaining portion of the underwriters' over-allotment option as described in the Registration Statement"

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.

ten percent owner financial

"is_ten_percent_owner: 1"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Paloma Capital Group report for PALOU?

Paloma Capital Group LLC reported forfeiting 200,000 Class B ordinary shares to Paloma Acquisition Corp I at no cost. This occurred in connection with the expiration of the remaining underwriters' over-allotment option and reflects an internal capital structure adjustment, not an open-market trade.

How many Paloma Acquisition Corp I founder shares remain after this Form 4?

Following the transaction, the sponsor is shown holding 3,525,000 Class B ordinary shares. These founder shares are separate from public shares and are tied to the company’s eventual business combination, where they can convert into Class A ordinary shares on a one-for-one basis.

Why were 200,000 Class B shares forfeited by Paloma Capital Group?

The 200,000 Class B ordinary shares were forfeited to the issuer at no cost because the remaining portion of the underwriters' over-allotment option expired. This type of forfeiture is linked to the IPO structure rather than a discretionary sale or purchase in the market.

Do Paloma’s Class B shares convert into Class A shares for PALOU investors?

The filing states the Class B ordinary shares will 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 registration statement.

What is Anna Maria Staples’ relationship to Paloma Capital Group’s PALOU holdings?

Anna Maria Staples is the manager of Paloma Capital Group LLC and has voting and investment discretion over its securities. The filing notes she may be deemed to have beneficial ownership but disclaims such ownership except to the extent of her pecuniary interest in the sponsor’s holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 05:02 PM Learn about SEC filing dates

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^*

PALOMA CAPITAL GROUP LLC

(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)

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

2a. Foreign Trading Symbol

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

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

	Form filed by One Reporting Person
X	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)	D(3)

1. Name and Address of Reporting Person^*

PALOMA CAPITAL GROUP LLC

(Last) (First) (Middle)

C/O PALOMA ACQUISITION CORP. I,

SUITE 2, 103 FLORA TERRACE

(Street)

NORTH BEACH WA 6020

(City) (State) (Zip)

AUSTRALIA

(Country)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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. The Sponsor is the record holder of such securities. 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)