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Proem Acquisition Corp I 2025年度报告

2026-03-26 美股财报 陳寧遠
报告封面

Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 month (or for such shorter period that the registrant was required to file such reports), and (2) has Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller ☐Accelerated filer☒Smaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ At June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the ordinary shares of theregistrant had not begun trading on Nasdaq. As of March 25, 2026, there were 18,373,333 ordinary shares, including ordinary shares underlying the units, issued and outstanding. Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2025 FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained inthis report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to,statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition,any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying ●our ability to select an appropriate target business or businesses; ●our ability to complete our initial business combination; ●our expectations around the performance of a prospective target business or businesses; ●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initialbusiness combination; ●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with ourbusinessor in approving our initial business combination,as a result of which they would then receive expense ●our potential ability to obtain additional financing to complete our initial business combination; ●our pool of prospective target businesses; ●the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectiousdiseases) on our ability to consummate an initial business combination; ●the ability of our officers and directors to generate a number of potential investment opportunities; ●the potential liquidity and trading of our securities; ●the lack of a market for our securities; ●use of proceeds not held in the trust account or available to us from interest income on the trust account balance; ●the trust account not being subject to claims of third parties; or ●financial performance following our Initial Public Offering. The forward-looking statements contained in this report are based on our current expectations and beliefs concerning futuredevelopments and their potential effects on us. There can be no assuranc