Proem Acquisition Corp I美股招股说明书(2026-02-13版)

Proem Acquisition CorpI 13,000,000Units Proem Acquisition CorpI is a blank check company incorporated as a Cayman Islands exempted company andformed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses, which we refer to throughout thisprospectus as our initial business combination. We have not selected any business combination target and wehave not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with anybusiness combination target. We may pursue an initial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof topurchase one ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Onlywhole warrants are exercisable. No fractional warrants will be issued upon separation of the units and onlywhole warrants will trade. The warrants will become exercisable on the later of (i)the completion of our initialbusiness combination or (ii)12months after this registration statement is declared effective by the Securitiesand Exchange Commission, and will expire fiveyears after the completion of our initial business combinationor earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option fromthe date of this prospectus to purchase up to an additional 1,950,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ordinary shares that were soldas part of the units in this offering, which we refer to collectively as our public shares, upon the completion ofour initial business combination at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account described below as of twobusinessdays prior to the consummation of our initialbusiness combination, including interest earned on the funds held in the trust account (net of amountswithdrawn to pay our taxes, if any), divided by the number of then outstanding public ordinary shares, subject tothe limitations and on the conditions described herein. The proceeds placed in the trust account and the interestearned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may be levied onus on any redemptions or share buybacks by us pursuant to any current, pending or future rules or laws,includingwithout limitation any excise tax due under the Inflation Reduction Act of 2022.See“Summary—The Offering—Redemption rights for public shareholders upon completion of our initialbusiness combination” on page31 and “Summary—The Offering—Redemption of public shares anddistribution and liquidation if no initial business combination” on page36 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more ofthe shares sold in this offering if we hold shareholder vote” on page35 for further discussion on certainlimitations on redemption rights. Our sponsor, Proem SPAC Partners I LLC has committed, pursuant to a written agreement, to purchase from usan aggregate of 292,500 private placement units (or up to 307,125 private placement units to the extent theunderwriters’ over-allotment option is exercised in full) at $10.00 per unit (for an aggregate purchase price of$2,925,000 (or up to Table of Contents $3,071,250 to the extent the underwriters’ over-allotment option is exercised in full) in a private placement thatwill close simultaneously with the closing of this offering. Theprivate placement unitsare identical to the unitssold in this offering, subject to certain limited exceptions as describe