Perimeter Acquisition Corp I Unit(PMTRU) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Interim Financial Statements This section presents the unaudited condensed financial statements of Perimeter Acquisition Corp. I for the period from inception (March 6, 2025) through March 31, 2025, including the Balance Sheet, Statement of Operations, Statement of Changes in Shareholders' Deficit, Statement of Cash Flows, and accompanying notes. The company reported a net loss of $46,095 and a shareholders' deficit of $(21,095) as of March 31, 2025, with no operating revenues Condensed Balance Sheet as of March 31, 2025 (Unaudited) This balance sheet presents the Company's financial position, including assets, liabilities, and shareholders' deficit, as of March 31, 2025 | Metric | Amount ($) | | :----- | :--------- | | Total Current Assets | 7,792 | | Deferred Offering Costs | 402,557 | | Total Assets | 410,349 | | Total Current Liabilities | 431,444 | | Total Shareholders' Deficit | (21,095) | | Total Liabilities and Shareholders' Deficit | 410,349 | Condensed Statement of Operations for the period from March 6, 2025 (Inception) through March 31, 2025 (Unaudited) This statement details the Company's financial performance, reporting a net loss from inception through March 31, 2025 | Metric | Amount ($) | | :----- | :--------- | | Formation, general and administrative expenses | 46,095 | | Loss from operations | (46,095) | | Net loss | (46,095) | | Basic and diluted weighted average Class B ordinary shares outstanding | 5,250,000 | | Basic and diluted net loss per Class B ordinary share | (0.01) | Condensed Statement of Changes in Shareholders' Deficit for the period from March 6, 2025 (Inception) through March 31, 2025 (Unaudited) This statement outlines changes in the Company's shareholders' deficit from inception through March 31, 2025, including share issuances and net loss | Item | Shares (Class B) | Amount (Class B) | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Deficit | | :--- | :--------------- | :--------------- | :------------------------- | :------------------ | :-------------------------- | | Balance — March 6, 2025 (inception) | — | $ — | $ — | $ — | $ — | | Issuance of Class B ordinary shares to Sponsor | 6,037,500 | 604 | 24,396 | — | 25,000 | | Net loss | — | — | — | (46,095) | (46,095) | | Balance – March 31, 2025 | 6,037,500 | $ 604 | $ 24,396 | $ (46,095) | $ (21,095) | Condensed Statement of Cash Flows for the period from March 6, 2025 (Inception) through March 31, 2025 (Unaudited) This statement summarizes the Company's cash inflows and outflows from operating activities from inception through March 31, 2025 | Cash Flows from Operating Activities | Amount ($) | | :--------------------------------- | :--------- | | Net loss | (46,095) | | Payment of general and administrative costs through promissory note – related party | 36,219 | | Payment of formation costs through issuance of Founder Shares | 7,422 | | Accrued expenses | 2,454 | | Net cash used in operating activities | — | | Net Change in Cash | — | | Cash – Beginning of period | — | | Cash – End of period | — | - Non-cash investing and financing activities included $296,420 in deferred offering costs in accrued offering costs, $88,559 paid through a related party promissory note, and $17,578 paid by the Sponsor for Class B ordinary shares[19] Notes to Condensed Financial Statements (Unaudited) This section provides explanatory notes to the unaudited condensed financial statements, detailing accounting policies, related party transactions, and subsequent events NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Perimeter Acquisition Corp. I is a newly organized blank check company (SPAC) formed on March 6, 2025, to effect a business combination. As of March 31, 2025, it had not commenced operations. Post-period, the company completed its Initial Public Offering (IPO) on May 14, 2025, raising $241.5 million, and a private placement of $6.38 million, with proceeds primarily intended for a business combination. Public shareholders have redemption rights, and the Sponsor has agreed to waive liquidation rights and indemnify the Trust Account under certain conditions - The Company is a newly organized blank check company (SPAC) incorporated on March 6, 2025, to effect a business combination[22] - As of March 31, 2025, the Company had not commenced operations and will not generate operating revenues until after a business combination[23] IPO Event Summary | IPO Event | Date | Details | | :-------- | :--- | :------ | | Registration Statement Effective | May 12, 2025 | | | IPO Consummation | May 14, 2025 | 24,150,000 units sold at $10.00/unit, gross proceeds $241,500,000 (includes full over-allotment) | | Private Placement Consummation | May 14, 2025 | 638,000 units sold to Sponsor at $10.00/unit, gross proceeds $6,380,000 | | Transaction Costs | Post-IPO | $13,995,620 (cash underwriting fee, deferred underwriting fee, other offering costs) | | Trust Account Funding | May 14, 2025 | $241,500,000 placed in trust account | - Substantially all net proceeds from the IPO and private placement are intended for a Business Combination, which must have an aggregate fair market value of at least 80% of the assets in the Trust Account[27] - Public shareholders have redemption rights for their shares upon completion of a Business Combination, for a pro rata portion of the Trust Account[29] - The initial shareholders have agreed to waive their liquidation rights with respect to Founder Shares and private placement shares if a Business Combination is not completed within the Combination Period (24 months from IPO closing)[36] - The Sponsor has agreed to be liable for third-party claims that reduce the Trust Account below $10.00 per Public Share, with certain exceptions[37] NOTE 2. SIGNIFICANT ACCOUNTING POLICIES This note details the Company's accounting policies, including GAAP basis, liquidity, emerging growth company status, and fair value measurements. As of March 31, 2025, the Company had no cash and a working capital deficit of $423,652, with liquidity needs met by a Sponsor loan. The Company, as an emerging growth company, has elected to use the extended transition period for new accounting standards. Deferred offering costs are allocated between shares and warrants, and warrant instruments are equity-classified. The Company adopted ASU 2023-07 on segment reporting - The financial statements are prepared in accordance with GAAP for interim financial information and SEC regulations (Form 10-Q, Article 8 of Regulation S-X)[40] - As of March 31, 2025, the Company had no cash and a working capital deficit of $423,652, with liquidity needs met by a Sponsor loan[42] - The Company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised financial accounting standards[45][46] - Deferred offering costs are allocated between Class A ordinary shares and Warrants, with costs for Public Shares charged to temporary equity and costs for Public Warrants and Private Placement Units charged to shareholders' deficit[53] - The Company accounts for Public Warrants and Private Placement Warrants under equity treatment, initially measured at fair value (or allocated value), with subsequent changes not recognized[64] - The Company adopted ASU 2023-07, "Segment Reporting," on March 6, 2025, requiring enhanced disclosures for segment expenses and CODM information[66] NOTE 3. INITIAL PUBLIC OFFERING On May 14, 2025, the Company completed its Initial Public Offering, selling 24,150,000 units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option. Each unit comprises one Class A ordinary share and one-half of one redeemable Public Warrant, with each whole warrant exercisable at $11.50 per share IPO Detail Summary | IPO Detail | Value | | :--------- | :---- | | IPO Date | May 14, 2025 | | Units Sold | 24,150,000 | | Unit Price | $10.00 | | Gross Proceeds | $241,500,000 | | Over-allotment Option | Fully exercised (3,150,000 Units) | | Unit Composition | 1 Class A ordinary share + 0.5 redeemable Public Warrant | | Warrant Exercise Price | $11.50 per share | NOTE 4. RELATED PARTY TRANSACTIONS This note details related party transactions, including the issuance of 6,037,500 Founder Shares to the Sponsor and independent director nominees, with a compensation expense of $124,740 recorded for director shares. The Sponsor also purchased 638,000 Private Placement Units for $6.38 million. A $300,000 promissory note from the Sponsor, with $132,570 outstanding as of March 31, 2025, was repaid post-period. The Sponsor may provide up to $1.5 million in Working Capital Loans, convertible into units, and the Company pays the Sponsor $10,000 monthly for administrative services - On March 7, 2025, the Sponsor received 4,312,500 Class B ordinary shares for $25,000[70] - Through share capitalization on May 2 and May 12, 2025, an additional 1,725,000 Founder Shares were issued, bringing the total to 6,037,500 Founder Shares outstanding[70] - The Sponsor transferred 126,000 Founder Shares to independent director nominees, valued at $124,740 ($0.99 per share), recorded as compensation expense on May 14, 2025[71] - The Sponsor purchased 638,000 Private Placement Units for $6,380,000, which are identical to IPO units but have transfer restrictions and are non-redeemable[73] Related Party Loan Summary | Related Party Loan | Details | | :----------------- | :------ | | Promissory Note (Sponsor) | Up to $300,000, non-interest bearing, due Dec 31, 2025 or IPO completion | | Outstanding as of March 31, 2025 | $132,570 | | Repayment Date | May 14, 2025 (total $300,000 repaid) | - The Sponsor or affiliates may provide Working Capital Loans up to $1,500,000, convertible into units at $10.00 per unit if a Business Combination is completed. No outstanding borrowings as of March 31, 2025[77] - The Company entered into an administrative support agreement with the Sponsor, paying $10,000 per month for office space and services, commencing May 12, 2025[78] NOTE 5. COMMITMENTS AND CONTINGENCIES This note outlines the Company's commitments, including registration rights for initial shareholders, underwriting agreements, and capital markets advisory services. The underwriters fully exercised their over-allotment option, resulting in a $4,830,000 cash underwriting discount and an $8,452,500 deferred underwriting commission, payable upon a Business Combination. The Company also paid $483,000 for capital markets advisory services. Geopolitical risks from ongoing conflicts are noted as potential adverse impacts on the search for a Business Combination - Initial shareholders (Founder Shares, Private Placement Units) have registration rights for their securities[79] Underwriting Agreement Detail Summary | Underwriting Agreement Detail | Amount ($) | | :---------------------------- | :--------- | | Underwriters' Over-allotment Option | Fully exercised (3,150,000 Units) | | Cash Underwriting Discount | 4,830,000 | | Underwriters' Reimbursement | (483,000) | | Deferred Underwriting Commission | 8,452,500 | - The Company paid Gamma Securities LLC $483,000 for capital markets consulting and advisory services[82] - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) poses risks to global markets and could adversely affect the Company's search for a Business Combination[84][85] NOTE 6. SHAREHOLDERS' DEFICIT This note details the Company's authorized and outstanding share capital, including 6,037,500 Class B ordinary shares outstanding as of March 31, 2025, with no preference or Class A ordinary shares issued. It outlines voting rights, director election, and the conversion terms for Class B ordinary shares into Class A ordinary shares upon a business combination. Warrants, not outstanding as of March 31, 2025, will become exercisable after a business combination or 12 months from IPO, at an exercise price of $11.50 per share, subject to adjustments and redemption conditions. Private Placement Warrants are non-redeemable and exercisable on a cashless basis Share Class Summary | Share Class | Par Value | Authorized Shares | Issued/Outstanding (March 31, 2025) | | :---------- | :-------- | :---------------- | :---------------------------------- | | Preference Shares | $0.0001 | 1,000,000 | None | | Class A Ordinary Shares | $0.0001 | 200,000,000 | None | | Class B Ordinary Shares | $0.0001 | 20,000,000 | 6,037,500 | - Class B ordinary shares (Founder Shares) are convertible into Class A ordinary shares on a one-for-one basis or automatically upon a business combination, with adjustments based on additional equity issuances[92] - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from IPO, at an exercise price of $11.50 per share, subject to registration statement effectiveness[94][95] - The Company may redeem outstanding Public Warrants at $0.01 per warrant if Class A ordinary share price equals or exceeds $18.00 for 20 trading days within a 30-day period, provided a registration statement is effective[99][106] - Private Placement Warrants are identical to Public Warrants but are non-transferable for 30 days post-Business Combination, non-redeemable, and exercisable on a cashless basis[96] NOTE 7. SEGMENT INFORMATION The Company operates as a single operating segment, with the Chief Executive Officer identified as the Chief Operating Decision Maker (CODM). The CODM reviews the Company's overall operating results, specifically focusing on net income or loss and general and formation costs, to assess performance and allocate resources - The Company has only one operating segment, with the Chief Executive Officer serving as the Chief Operating Decision Maker (CODM)[102] - The CODM assesses performance and allocates resources based on net income or loss and monitors general and formation costs to manage cash and ensure capital for a Business Combination[103] NOTE 8. SUBSEQUENT EVENTS Significant events after March 31, 2025, include a share capitalization on May 2 and May 12, 2025, increasing Founder Shares to 6,037,500. On May 14, 2025, the Company consummated its IPO ($241.5 million gross proceeds) and a private placement ($6.38 million gross proceeds), and repaid a $300,000 promissory note to the Sponsor. On June 23, 2025, an unsecured $483,000 Working Capital Note was issued to Gamma Securities LLC, which is non-interest bearing and convertible into units upon a business combination - On May 2 and May 12, 2025, a share capitalization increased Founder Shares to 6,037,500, retroactively presented[105] Event Summary | Event | Date | Details | | :---- | :--- | :------ | | IPO Consummation | May 14, 2025 | 24,150,000 Units sold at $10.00/Unit, gross proceeds $241,500,000 (includes full over-allotment) | | Private Placement | May 14, 2025 | 638,000 Private Placement Units sold at $10.00/Unit, gross proceeds $6,380,000 | | Underwriting Fees Paid | May 14, 2025 | Cash underwriting discount $4,830,000; deferred underwriting commissions $8,452,500 | | Sponsor Note Repaid | May 14, 2025 | Total outstanding balance of $300,000 repaid | - On June 23, 2025, the Company issued a $483,000 unsecured, non-interest bearing Working Capital Note to Gamma Securities LLC, convertible into units upon a business combination[110] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of Perimeter Acquisition Corp. I, a blank check company formed on March 6, 2025, with no operations or revenues to date, focused on identifying a business combination target. For the period from inception through March 31, 2025, the company incurred a net loss of $46,095 from organizational and IPO preparation activities. Post-IPO on May 14, 2025, $241.5 million was placed in a Trust Account, and $630,128 remains in the operating account for identifying and negotiating a business combination. The company expects to incur significant costs in pursuit of its acquisition plans and may need additional financing if initial estimates are insufficient or if a significant number of public shares are redeemed - The Company is a blank check company formed on March 6, 2025, with no operations or revenues to date, focused on a business combination[114][116] Financial Metric (Inception - March 31, 2025) Summary | Financial Metric (Inception - March 31, 2025) | Amount ($) | | :-------------------------------------------- | :--------- | | Net Loss | (46,095) | Post-IPO Financials (May 14, 2025) Summary | Post-IPO Financials (May 14, 2025) | Amount ($) | | :--------------------------------- | :--------- | | Gross Proceeds (IPO) | 241,500,000 | | Gross Proceeds (Private Placement) | 6,380,000 | | Total Transaction Costs | 13,995,620 | | Funds in Trust Account | 241,500,000 | | Funds in Cash Operating Account | 630,128 | - Substantially all funds in the Trust Account are intended for the Business Combination, while funds outside the Trust Account are for identifying and evaluating target businesses and due diligence[122][123] - The Company may need additional financing if costs exceed estimates or if significant redemptions occur, potentially through issuing additional securities or incurring debt[125] - The Company has no off-balance sheet arrangements as of March 31, 2025[126] - Contractual obligations include a $10,000 monthly administrative fee to the Sponsor and a $8,452,500 deferred underwriting commission, payable upon a Business Combination[127][128] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Perimeter Acquisition Corp. I is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is exempt from providing quantitative and qualitative disclosures about market risk[131] Item 4. Controls and Procedures The Company's management, including its Certifying Officers, evaluated the effectiveness of its disclosure controls and procedures as of March 31, 2025, and concluded they were effective. No material changes in internal control over financial reporting occurred during the quarter. The report acknowledges that disclosure controls provide reasonable, not absolute, assurance - Management concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025[133] - No material changes in internal control over financial reporting occurred during the fiscal quarter of 2025[135] - Disclosure controls and procedures provide reasonable, not absolute, assurance and are subject to inherent limitations[134] PART II. OTHER INFORMATION Item 1. Legal Proceedings To the knowledge of management, there is no material litigation currently pending or contemplated against the Company or its officers and directors - No material litigation is currently pending or contemplated against the Company or its officers and directors[137] Item 1A. Risk Factors There have been no material changes to the risk factors disclosed in the Company's final prospectus for its Initial Public Offering filed with the SEC - No material changes to the risk factors disclosed in the Company's final IPO prospectus have occurred as of the report date[138] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities during the quarter. However, subsequent to the quarter, on May 14, 2025, the Company completed its IPO, selling 24,150,000 units for $241.5 million, and a private placement of 638,000 units to the Sponsor for $6.38 million. Following these transactions, $241.5 million was placed in a Trust Account, and $630,128 remains in the cash operating account. There has been no material change in the planned use of proceeds - No unregistered sales of equity securities occurred during the reported quarter[139] Event Summary | Event | Date | Details | | :---- | :--- | :------ | | IPO Consummation | May 14, 2025 | 24,150,000 Units sold, gross proceeds $241,500,000 | | Private Placement | May 14, 2025 | 638,000 Private Placement Units sold to Sponsor, gross proceeds $6,380,000 | | Funds in Trust Account | Post-IPO | $241,500,000 | | Funds in Cash Operating Account | Post-IPO | $630,128 | - The planned use of proceeds from the IPO and Private Placement has not materially changed[143] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - There were no defaults upon senior securities[144] Item 4. Mine Safety Disclosures The Company reported no mine safety disclosures - There were no mine safety disclosures[144] Item 5. Other Information On June 23, 2025, the Company issued an unsecured promissory note (Working Capital Note) for $483,000 to Gamma Securities LLC. This note is non-interest bearing and payable upon the earlier of a business combination or the Company's winding up, with an option for Gamma to convert the principal into units at $10.00 per unit upon a business combination - On June 23, 2025, the Company issued a $483,000 unsecured, non-interest bearing Working Capital Note to Gamma Securities LLC[144] - The Working Capital Note is payable upon a business combination or winding up, and Gamma has an option to convert the principal into units at $10.00 per unit upon a business combination[144][145] Item 6. Exhibits This section lists the exhibits filed as part of or incorporated by reference into the Quarterly Report on Form 10-Q, including the Promissory Note, certifications of principal executive and financial officers, and Inline XBRL documents - Exhibits include the Promissory Note (10.1), certifications of principal executive and financial officers (31.1, 31.2, 32.1, 32.2), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[147] PART III. SIGNATURES Signatures The report was signed by Jordan Blashek, Executive Chairman (Principal Executive Officer), and Josef Valdman, Chief Executive Officer and President (Principal Financial Officer and Principal Accounting Officer), both dated June 23, 2025 - The report was signed by Jordan Blashek (Executive Chairman) and Josef Valdman (CEO & President), dated June 23, 2025[151]