Pioneer Acquisition I Corp Unit(PACHU) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION This section covers interim financial statements, management's discussion, market risk, and disclosure controls Item 1. Interim Financial Statements 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] - 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] - Simultaneously with the IPO, a private placement of 6,400,000 warrants was completed, generating gross proceeds of $6,400,000[31] - $253,000,000 of the net proceeds from the IPO and private placement were placed in a Trust Account[33] Condensed Balance Sheets 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 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 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] - Fair value of public warrants added $3,883,550 to Additional Paid-in Capital[22] - Accretion for Class A ordinary shares subject to redemption resulted in a $(20,963,440) reduction in Additional Paid-in Capital[22] Condensed Statements of Cash Flows 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) Provides detailed explanations for financial statements, covering business, accounting policies, IPO, and deficit NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN 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] - The IPO of 25,300,000 units was consummated on June 20, 2025, generating $253,000,000 in gross proceeds[30] - Simultaneously, 6,400,000 Private Placement Warrants were sold for $6,400,000[31] - $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] - 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][39] - 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] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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] - Net income per ordinary share calculation excludes the dilutive effect of warrants as they are contingent on future events and currently anti-dilutive[49][50] - Public Warrants and Private Placement Warrants are classified under equity treatment[52] - Investments held in the Trust Account are primarily in money market funds investing in U.S. government securities[54] - 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] - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for new accounting standards[66][67] - Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity[64] NOTE 3. INITIAL PUBLIC OFFERING 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] - Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant[68] - Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share[68] NOTE 4. PRIVATE PLACEMENT 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] - A portion of the proceeds from the Private Placement Warrants will be added to the Trust Account[70] - Private Placement Warrants will expire worthless if a Business Combination is not completed within the Combination Period[70] NOTE 5. SEGMENT INFORMATION 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] - The Chief Financial Officer is identified as the Chief Operating Decision Maker (CODM)[73] - The CODM assesses performance and allocates resources based on net income or loss and total assets[73][74] NOTE 6. RELATED PARTY TRANSACTIONS 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] - As of June 30, 2025, the Sponsor had an outstanding balance payable to the Company of $28,601[78] - 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] NOTE 7. COMMITMENTS AND CONTINGENCIES 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] - 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] - 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] NOTE 8. SHAREHOLDER'S DEFICIT 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][86][89] - 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][86] - 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] - 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][94] - Public and Private Placement Warrants are classified in shareholder's equity[92] - The fair value of Public Warrants was estimated at $3,883,550 at issuance using a Monte Carlo Simulation model[100] | Description | Level | Fair Value | | :---------- | :---- | :--------- | | Money market fund | 1 | $253,187,419 | NOTE 9. SUBSEQUENT EVENTS 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - Issuing additional ordinary or preferred shares in a business combination may significantly dilute equity, subordinate rights, or cause a change of control[106] - As of June 30, 2025, the company had cash of $944,919 and working capital of $948,020[107] - 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] 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] - No business combination target has been selected, and no substantive discussions have been initiated[105] - Issuing additional ordinary or preferred shares in a business combination may significantly dilute equity, subordinate rights, or cause a change of control[106] - Incurring significant indebtedness could lead to default, acceleration of obligations, or limitations on future financing[106] Recent Developments 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] - Simultaneously, a private sale of 6,400,000 Private Placement Warrants generated gross proceeds of $6,400,000[112] - $253,000,000 of the net proceeds from the IPO and Private Placement were placed in a Trust Account[113] Results of Operations and Known Trends or Future Events 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] | 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] - The company expects to incur increased expenses as a public company (legal, financial reporting, accounting, auditing compliance) and for due diligence[114] Liquidity and Capital Resources 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][118] - $253,000,000 (including deferred underwriting commissions) was deposited into the Trust Account[119] - Funds in the Trust Account will be invested in U.S. government treasury bills or money market funds[120] - 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] - Approximately $1,425,000 (without over-allotment option) is available outside the Trust Account for identifying targets, due diligence, and operational expenses[122] - The sponsor or affiliates may loan funds for working capital, which could be convertible into warrants at $1.00 per warrant[123] - 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Evaluation of Disclosure Controls and Procedures 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] - Disclosure controls and procedures provide reasonable, not absolute, assurance[130] - 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] PART II - OTHER INFORMATION This section addresses legal proceedings, risk factors, unregistered equity sales, defaults, mine safety, and exhibits Item 1. Legal Proceedings States that there are no legal proceedings to report - There are no legal proceedings to report[133] Item 1A. Risk Factors 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] - For additional risks, refer to the "Risk Factors" section of the Prospectus dated June 17, 2025[133] - There have been no material changes to the risk factors during fiscal year 2025[133] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - A private placement of 6,400,000 warrants was completed simultaneously, generating total proceeds of $6,400,000[134] - The Sponsor purchased 4,200,000 Private Placement Warrants, and Cantor Fitzgerald & Co. and Odeon Capital Group LLC purchased 2,200,000[134][136] - A total of $253,000,000 (including $12,045,000 of deferred underwriting discount) was placed in a U.S.-based trust account[137] - There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement[138] Item 3. Defaults Upon Senior Securities States that there are no defaults upon senior securities - There are no defaults upon senior securities[139] Item 4. Mine Safety Disclosures States that this item is not applicable to the company - This item is not applicable to the company[139] Item 5. Other Information No other information to report under this item - No other information to report under this item[140] Item 6. Exhibits 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] - Includes Inline XBRL Instance Document (101.INS) and related taxonomy extension documents (101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[140] - Includes Cover Page Interactive Data File (104)[140] PART III - SIGNATURE This section contains the required signatures of the registrant's authorized officers, certifying the report's submission 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] - Signed by Mitchell Creem, Chief Executive Officer, and Kevin Schubert, Chief Financial Officer[143]