PROEM ACQUISITION CORP I FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
Proem Acquisition Corp I, a special purpose acquisition company, filed its quarterly report for the period ended March 31, 2026. The company reported a net loss of $1.4 million for the quarter, primarily due to expenses related to its public offering and administrative costs. As of March 31, 2026, the company had cash and cash equivalents of $14.4 million and a total shareholders’ deficit of $17.4 million. The company’s ordinary shares, warrants, and units are listed on the Nasdaq Stock Market LLC. The report also includes the company’s condensed balance sheets, statements of operations, changes in shareholders’ deficit, and cash flows, as well as notes to the financial statements and management’s discussion and analysis of financial condition and results of operations.
Overview
The company is a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands on July 22, 2025. The company was formed for the purpose of merging with, acquiring, or combining with another business (a “Business Combination”). The company has until February 13, 2028 (24 months from the closing of the Initial Public Offering) to complete its initial Business Combination, unless shareholders approve an extension.
Results of Operations
The company has not engaged in any operations or generated any revenue to date. Its activities have been limited to organizational tasks, preparing for the Initial Public Offering, and identifying a target company for a Business Combination. The company expects to generate non-operating income in the form of interest on the funds held in the Trust Account until a Business Combination is completed.
For the three months ended March 31, 2026, the company had a net income of $439,599, which consisted of:
| Item | Amount |
|---|---|
| Interest earned on investments held in Trust Account | $546,763 |
| Change in fair value of overallotment liability | $121,300 |
| General and administrative expenses | $(228,464) |
Factors That May Adversely Affect Results of Operations
The company’s results of operations and ability to complete a Business Combination could be adversely affected by various factors, including:
- Downturns in financial markets or the economy
- Increases in oil prices, inflation, or interest rates
- Increases in tariffs, supply chain disruptions
- Declines in consumer confidence and spending
- Public health considerations
- Geopolitical instability, such as the military conflicts in Ukraine and the Middle East
The company cannot predict the likelihood, duration, or magnitude of these potential events and their impact on its business.
Liquidity, Capital Resources and Going Concern
Prior to the Initial Public Offering, the company’s only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor. As of March 31, 2026, the company had $744,218 in cash and a working capital surplus of $962,523.
On February 13, 2026, the company completed its Initial Public Offering of 13,000,000 Units, generating gross proceeds of $130,000,000. Simultaneously, the company sold 292,500 Private Units to the Sponsor for $2,925,000.
For the three months ended March 31, 2026, the company used $743,991 in cash for operating activities. The company intends to use the funds held in the Trust Account, as well as any debt or equity financing, to complete a Business Combination.
The company’s management has determined that the company’s projected future liquidity position and subsequent dissolution raise substantial doubt about its ability to continue as a going concern. The company intends to complete a Business Combination within the 24-month period, but there is no assurance it will be able to do so.
Off-Balance Sheet Arrangements and Contractual Obligations
The company has no off-balance sheet arrangements as of March 31, 2026. Its only significant contractual obligation is an agreement to pay an affiliate of the Sponsor $10,000 per month for office space, utilities, and administrative support until the completion of a Business Combination or the company’s liquidation.
The underwriters of the Initial Public Offering are entitled to a cash underwriting discount of 0.75% of the gross proceeds, or up to $1,121,250 in total.
Critical Accounting Estimates and Policies
The company’s critical accounting policies include the treatment of warrant instruments and the classification of ordinary shares subject to possible redemption. The company will account for the warrants as equity instruments and will recognize changes in the redemption value of the ordinary shares as they occur, adjusting the carrying value to the redemption value at the end of each reporting period.
Conclusion
The company is a newly formed SPAC that has not yet completed a Business Combination. Its financial performance to date has been limited to organizational activities and preparing for its Initial Public Offering. The company faces various risks and uncertainties that could adversely affect its ability to identify and complete a suitable Business Combination within the 24-month time frame. The company’s management has expressed substantial doubt about its ability to continue as a going concern if it is unable to consummate a Business Combination.
