[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section covers interim financial statements, management's discussion, market risk, and disclosure controls [Item 1. Interim Financial Statements](index=5&type=section&id=Item%201.%20Interim%20Financial%20Statements) Presents unaudited condensed financial statements for Q2 2025, covering balance sheets, operations, equity, cash flows, and notes - Pioneer Acquisition I Corp. is a blank check company incorporated on **August 28, 2024**, for the purpose of effecting a business combination[28](index=28&type=chunk) - The company consummated its Initial Public Offering (IPO) of **25,300,000 units** on **June 20, 2025**, generating gross proceeds of **$253,000,000**[30](index=30&type=chunk) - Simultaneously with the IPO, a private placement of **6,400,000 warrants** was completed, generating gross proceeds of **$6,400,000**[31](index=31&type=chunk) - **$253,000,000** of the net proceeds from the IPO and private placement were placed in a Trust Account[33](index=33&type=chunk) [Condensed Balance Sheets](index=6&type=section&id=Condensed%20Balance%20Sheets) Details the company's financial position as of June 30, 2025, and December 31, 2024, reflecting IPO's impact | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :---------------- | | Cash and cash equivalents | $944,919 | $25,092 | | Due from sponsor | $28,601 | $0 | | Cash held in Trust Account | $253,187,419 | $0 | | Total Assets | $254,332,127 | $195,889 | | Total Liabilities | $12,070,500 | $226,037 | | Total Shareholder's Deficit | $(10,925,792) | $(30,148) | [Condensed Statements of Operations](index=7&type=section&id=Condensed%20Statements%20of%20Operations) Details financial performance for Q2 2025, with net income driven by unrealized gains on trust investments | Metric | Three months ended June 30, 2025 | Six months ended June 30, 2025 | | :------------------------------------ | :------------------------------- | :----------------------------- | | General and administrative expenses | $106,110 | $133,851 | | Unrealized gain on investments held in trust account | $187,419 | $187,419 | | Net income | $81,559 | $54,069 | | Basic and diluted income per Class A redeemable ordinary share | $0.01 | $0.01 | | Basic and diluted income per Class B ordinary share | $0.01 | $0.01 | [Condensed Statements of Changes in Shareholder's Deficit](index=8&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholder's%20Deficit) Outlines changes in shareholder's deficit for Q2 2025, reflecting IPO, private issuance, and share redemption | Metric | December 31, 2024 Balance | June 30, 2025 Balance | | :------------------------------------ | :------------------------ | :------------------------ | | Class B Ordinary Shares Amount | $633 | $633 | | Additional Paid-in Capital | $24,367 | $0 | | Accumulated Deficit | $(55,148) | $(10,926,425) | | Total Shareholder's Deficit | $(30,148) | $(10,925,792) | - Issuance of private units contributed **$6,400,000** to Additional Paid-in Capital[22](index=22&type=chunk) - Fair value of public warrants added **$3,883,550** to Additional Paid-in Capital[22](index=22&type=chunk) - Accretion for Class A ordinary shares subject to redemption resulted in a **$(20,963,440)** reduction in Additional Paid-in Capital[22](index=22&type=chunk) [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Summarizes cash flows for H1 2025, detailing inflows from IPO/private placement and outflows to trust account | Metric | Six months ended June 30, 2025 | | :------------------------------------ | :------------------------------- | | Net cash used in operating activities | $(362,879) | | Net cash used in investing activities | $(253,000,000) | | Net cash provided by financing activities | $254,282,706 | | Net increase in cash | $919,827 | | Cash – end of the period | $944,919 | [Notes to the Condensed Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements%20(Unaudited)) Provides detailed explanations for financial statements, covering business, accounting policies, IPO, and deficit [NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN](index=10&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION,%20BUSINESS%20OPERATIONS,%20AND%20GOING%20CONCERN) Details the company's blank check purpose, IPO, private placement, trust account, and going concern status - The Company was incorporated on **August 28, 2024**, as a blank check company to effect a business combination[28](index=28&type=chunk) - The IPO of **25,300,000 units** was consummated on **June 20, 2025**, generating **$253,000,000** in gross proceeds[30](index=30&type=chunk) - Simultaneously, **6,400,000 Private Placement Warrants** were sold for **$6,400,000**[31](index=31&type=chunk) - **$253,000,000** of net proceeds were placed in a Trust Account, to be invested in U.S. government treasury obligations or money market funds[33](index=33&type=chunk) - Public Shareholders have the opportunity to redeem their shares upon completion of a Business Combination or if the company fails to complete one within **24 months**[35](index=35&type=chunk)[39](index=39&type=chunk) - As of **June 30, 2025**, the company has sufficient funds for working capital needs for at least **one year** due to the IPO closing[42](index=42&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines key accounting policies for financial statements, including presentation, warrants, trust investments, and costs - Financial statements are prepared in accordance with GAAP for interim financial information and SEC rules[43](index=43&type=chunk) - Net income per ordinary share calculation excludes the dilutive effect of warrants as they are contingent on future events and currently anti-dilutive[49](index=49&type=chunk)[50](index=50&type=chunk) - Public Warrants and Private Placement Warrants are classified under equity treatment[52](index=52&type=chunk) - Investments held in the Trust Account are primarily in money market funds investing in U.S. government securities[54](index=54&type=chunk) - Offering costs allocated to Public Shares were charged to temporary equity, while those allocated to Public Warrants and Private Placement Warrants were charged to shareholders' deficit[59](index=59&type=chunk) - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for new accounting standards[66](index=66&type=chunk)[67](index=67&type=chunk) - Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity[64](index=64&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) Details the Initial Public Offering terms, including units sold, price, and components (Class A share and warrant) - The company sold **25,300,000 Units**, including the full exercise of the underwriters' over-allotment option, at **$10.00 per Unit**[68](index=68&type=chunk) - Each Unit consists of **one Class A ordinary share** and **one-half of one redeemable Public Warrant**[68](index=68&type=chunk) - Each whole Public Warrant entitles the holder to purchase **one Class A ordinary share** at an exercise price of **$11.50 per share**[68](index=68&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Describes the private placement of warrants simultaneous with the IPO, including number sold, price, and use - The company completed the private sale of **6,400,000 Private Placement Warrants** at a purchase price of **$1.00 per warrant**, generating gross proceeds of **$6,400,000**[69](index=69&type=chunk) - A portion of the proceeds from the Private Placement Warrants will be added to the Trust Account[70](index=70&type=chunk) - Private Placement Warrants will expire worthless if a Business Combination is not completed within the Combination Period[70](index=70&type=chunk) [NOTE 5. SEGMENT INFORMATION](index=18&type=section&id=NOTE%205.%20SEGMENT%20INFORMATION) States the company operates as a single reportable segment, with the CFO as CODM for resource allocation - The company has only **one reportable segment**[73](index=73&type=chunk) - The Chief Financial Officer is identified as the Chief Operating Decision Maker (CODM)[73](index=73&type=chunk) - The CODM assesses performance and allocates resources based on net income or loss and total assets[73](index=73&type=chunk)[74](index=74&type=chunk) [NOTE 6. RELATED PARTY TRANSACTIONS](index=19&type=section&id=NOTE%206.%20RELATED%20PARTY%20TRANSACTIONS) Details related party transactions, including Founder Shares, amounts due from Sponsor, and potential working capital loans - **6,325,000 Class B ordinary shares** (Founder Shares) were issued to Initial Shareholders for **$25,000**[75](index=75&type=chunk) - As of **June 30, 2025**, the Sponsor had an outstanding balance payable to the Company of **$28,601**[78](index=78&type=chunk) - The Sponsor or affiliates may loan funds for working capital, which could be convertible into warrants at **$1.00 per warrant** if a Business Combination is completed[80](index=80&type=chunk) [NOTE 7. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) Outlines commitments, including registration rights, underwriting terms, and global event risks - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Notes are entitled to registration rights[81](index=81&type=chunk) - Underwriters were paid a **$4,400,000 cash underwriting discount** and are due **$12,045,000** in deferred underwriting commissions upon completion of a Business Combination[83](index=83&type=chunk) - Management is evaluating the potential negative impact of significant global events (e.g., Russia/Ukraine, Israel/Palestine, Israel/Iran conflicts) on the company's financial position and search for a target[84](index=84&type=chunk) [NOTE 8. SHAREHOLDER'S DEFICIT](index=20&type=section&id=NOTE%208.%20SHAREHOLDER'S%20DEFICIT) Describes authorized and outstanding share capital and Public/Private Warrant terms and fair value - Authorized share capital includes **200,000,000 Class A ordinary shares**, **20,000,000 Class B ordinary shares**, and **1,000,000 preference shares**[85](index=85&type=chunk)[86](index=86&type=chunk)[89](index=89&type=chunk) - As of **June 30, 2025**, **25,300,000 Class A ordinary shares** were subject to possible redemption, and **6,325,000 Class B ordinary shares** were outstanding[85](index=85&type=chunk)[86](index=86&type=chunk) - Public Warrants become exercisable on the later of **30 days** after a Business Combination or **12 months** from IPO closing, with an exercise price of **$11.50 per share**[90](index=90&type=chunk) - The company may redeem outstanding warrants under specific conditions, such as when the Class A ordinary share price equals or exceeds **$18.00** or **$10.00**[93](index=93&type=chunk)[94](index=94&type=chunk) - Public and Private Placement Warrants are classified in shareholder's equity[92](index=92&type=chunk) - The fair value of Public Warrants was estimated at **$3,883,550** at issuance using a Monte Carlo Simulation model[100](index=100&type=chunk) | Description | Level | Fair Value | | :---------- | :---- | :--------- | | Money market fund | 1 | $253,187,419 | [NOTE 9. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) No subsequent events requiring adjustment or disclosure were identified through the financial statement issuance date - No subsequent events requiring adjustment to or disclosure in the financial statements were identified through the issuance date[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and operations, focusing on blank check status, IPO impact, and business combination - The company is a newly incorporated blank check company seeking a business combination, with no target selected yet[105](index=105&type=chunk) - Issuing additional ordinary or preferred shares in a business combination may significantly dilute equity, subordinate rights, or cause a change of control[106](index=106&type=chunk) - As of **June 30, 2025**, the company had cash of **$944,919** and working capital of **$948,020**[107](index=107&type=chunk) - The SEC's **2024 SPAC Rules**, effective **July 1, 2024**, may materially affect the ability to negotiate and complete an initial Business Combination and increase related costs and time[109](index=109&type=chunk) [Overview](index=25&type=section&id=Overview) Reaffirms the company's blank check purpose for a business combination, noting no target and potential equity/debt impacts - The company is a newly incorporated blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination[105](index=105&type=chunk) - No business combination target has been selected, and no substantive discussions have been initiated[105](index=105&type=chunk) - Issuing additional ordinary or preferred shares in a business combination may significantly dilute equity, subordinate rights, or cause a change of control[106](index=106&type=chunk) - Incurring significant indebtedness could lead to default, acceleration of obligations, or limitations on future financing[106](index=106&type=chunk) [Recent Developments](index=27&type=section&id=Recent%20Developments) Highlights the IPO and private placement consummation on June 20, 2025, and proceeds deposited into Trust Account - The company consummated its IPO of **25,300,000 Units** on **June 20, 2025**, generating gross proceeds of **$253,000,000**[112](index=112&type=chunk) - Simultaneously, a private sale of **6,400,000 Private Placement Warrants** generated gross proceeds of **$6,400,000**[112](index=112&type=chunk) - **$253,000,000** of the net proceeds from the IPO and Private Placement were placed in a Trust Account[113](index=113&type=chunk) [Results of Operations and Known Trends or Future Events](index=27&type=section&id=Results%20of%20Operations%20and%20Known%20Trends%20or%20Future%20Events) Company has no operating revenues, focused on formation and IPO, reporting net income from trust investments - The company has not engaged in any operations nor generated any revenues to date, with activities focused on formation and the IPO[114](index=114&type=chunk) | Metric | Three months ended June 30, 2025 | Six months ended June 30, 2025 | | :------------------------------------ | :------------------------------- | :----------------------------- | | Net income | $81,561 | $54,069 | - Net income was primarily comprised of general and administrative costs related to the IPO and unrealized gain on investments held in the trust account[115](index=115&type=chunk) - The company expects to incur increased expenses as a public company (legal, financial reporting, accounting, auditing compliance) and for due diligence[114](index=114&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses liquidity from IPO and private placement, fund allocation to Trust Account and working capital - Primary liquidity sources are gross proceeds of **$253,000,000** from the IPO and **$6,400,000** from the private placement[117](index=117&type=chunk)[118](index=118&type=chunk) - **$253,000,000** (including deferred underwriting commissions) was deposited into the Trust Account[119](index=119&type=chunk) - Funds in the Trust Account will be invested in U.S. government treasury bills or money market funds[120](index=120&type=chunk) - The company intends to use substantially all Trust Account funds for its initial business combination, net of income taxes and excluding deferred underwriting commissions[121](index=121&type=chunk) - Approximately **$1,425,000** (without over-allotment option) is available outside the Trust Account for identifying targets, due diligence, and operational expenses[122](index=122&type=chunk) - The sponsor or affiliates may loan funds for working capital, which could be convertible into warrants at **$1.00 per warrant**[123](index=123&type=chunk) - Estimated primary liquidity requirements include **$150,000** for business combination expenses, **$150,000** for regulatory reporting, **$56,500** for Nasdaq fees, **$320,000** for administrative services, **$400,000** for D&O insurance, and **$348,500** for general working capital[124](index=124&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[127](index=127&type=chunk) [Item 4. Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Item%204.%20Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded disclosure controls were effective at a reasonable assurance level, with no material changes in internal control - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level[129](index=129&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance[130](index=130&type=chunk) - There was no change in internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting during the fiscal quarter[131](index=131&type=chunk) [PART II - OTHER INFORMATION](index=30&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section addresses legal proceedings, risk factors, unregistered equity sales, defaults, mine safety, and exhibits [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) States that there are no legal proceedings to report - There are no legal proceedings to report[133](index=133&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, risk factors are not required, referring to the Prospectus with no material changes in 2025 - As a smaller reporting company, the company is not required to include risk factors in this report[133](index=133&type=chunk) - For additional risks, refer to the "Risk Factors" section of the Prospectus dated **June 17, 2025**[133](index=133&type=chunk) - There have been no material changes to the risk factors during fiscal year **2025**[133](index=133&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the IPO and private placement, including gross proceeds, fund allocation, and no material change in planned use - The Initial Public Offering of **25,300,000 Units** was consummated on **June 20, 2025**, generating gross proceeds of **$253,000,000**[134](index=134&type=chunk) - A private placement of **6,400,000 warrants** was completed simultaneously, generating total proceeds of **$6,400,000**[134](index=134&type=chunk) - The Sponsor purchased **4,200,000 Private Placement Warrants**, and Cantor Fitzgerald & Co. and Odeon Capital Group LLC purchased **2,200,000**[134](index=134&type=chunk)[136](index=136&type=chunk) - A total of **$253,000,000** (including **$12,045,000** of deferred underwriting discount) was placed in a U.S.-based trust account[137](index=137&type=chunk) - There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement[138](index=138&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that there are no defaults upon senior securities - There are no defaults upon senior securities[139](index=139&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that this item is not applicable to the company - This item is not applicable to the company[139](index=139&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) No other information to report under this item - No other information to report under this item[140](index=140&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) Provides a list of exhibits filed with Form 10-Q, including certifications, XBRL documents, and the cover page interactive data file - Includes certifications of Principal Executive Officer (**31.1**) and Principal Financial Officer (**31.2, 32.1**)[140](index=140&type=chunk) - Includes Inline XBRL Instance Document (**101.INS**) and related taxonomy extension documents (**101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE**)[140](index=140&type=chunk) - Includes Cover Page Interactive Data File (**104**)[140](index=140&type=chunk) [PART III - SIGNATURE](index=32&type=section&id=PART%20III%20-%20SIGNATURE) This section contains the required signatures of the registrant's authorized officers, certifying the report's submission [SIGNATURE](index=32&type=section&id=SIGNATURE) Contains required signatures of the registrant's authorized officers, the CEO and CFO, certifying the report's submission - The report was signed on **August 14, 2025**[143](index=143&type=chunk) - Signed by Mitchell Creem, Chief Executive Officer, and Kevin Schubert, Chief Financial Officer[143](index=143&type=chunk)

Group 1 - The Company, Pioneer Acquisition I Corp, announced that holders of its initial public offering units may begin to separately trade Class A ordinary shares and warrants starting on or about August 15, 2025 [1] - The initial public offering consisted of 25,300,000 units, including 3,300,000 units from the underwriters' overallotment option, completed on June 20, 2025 [1] - Units that are not separated will continue to trade under the symbol "PACHU," while Class A ordinary shares and warrants will trade under the symbols "PACH" and "PACHW," respectively [1] Group 2 - The Company is a blank check company incorporated in the Cayman Islands, aiming to pursue a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities [2] - A registration statement for the securities was declared effective on June 17, 2025, in accordance with the Securities Act of 1933 [3]