{"filing":{"accession_number":"0001213900-26-103789","cik":"0002087446","ticker":"PAACU","company_name":"Proem Acquisition Corp. I","form":"8-K","filing_date":"2026-09-28","report_date":"2026-09-26","primary_document":"ea0306731-8k425_proem1.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2087446/000121390026103789/ea0306731-8k425_proem1.htm"},"events":[{"id":35367,"run_id":32573,"accession_number":"0001213900-26-103789","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Proem Acquisition Corp. I (SPAC) entered into a definitive merger agreement with Astro Digital US, Inc., a material business combination with an enterprise value of approximately $587 million, funded by $130 million from Proem's trust account and $50 million in PIPE investments, with anticipated closing in Q1 2027 and subject to shareholder approval.","company_name":"Proem Acquisition Corp. I","ticker":"PAACU","filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39399,"accession_number":"0001213900-26-103789","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses entry into a definitive merger agreement between Proem Acquisition Corp I (SPAC) and Astro Digital US, Inc., a material acquisition structured as a business combination. The agreement specifies a $525 million base purchase price plus aggregate exercise price, with a pro forma enterprise value of approximately $587 million, funded by $130 million from Proem's trust account and $50 million in PIPE investments. The transaction involves domestication of the SPAC, two-step merger structure, and is subject to shareholder approval and customary closing conditions, with anticipated closing in Q1 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T13:26:45.759842+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39401,"accession_number":"0001213900-26-103789","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into a definitive business combination agreement between Proem Acquisition Corp I and Astro Digital, US, Inc., with an enterprise value of approximately $587 million and expected closing in Q1 2027. The joint press release (Exhibit 99.1) explicitly states \"they have entered into a definitive business combination agreement\" and details the transaction structure, funding ($180 million gross proceeds including $50 million PIPE), and closing conditions. This is a material acquisition/change of control transaction requiring shareholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T13:26:45.759842+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35368,"run_id":32573,"accession_number":"0001213900-26-103789","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Proem issued approximately $50 million in unregistered Parent Common Shares to PIPE investors pursuant to PIPE Subscription Agreements, relying on Section 4(a)(2) and Regulation D exemptions, with Proem Asset Management and affiliates committing $25 million of the total.","company_name":"Proem Acquisition Corp. I","ticker":"PAACU","filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39400,"accession_number":"0001213900-26-103789","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered issuance of Parent Common Shares to PIPE Investors pursuant to PIPE Subscription Agreements, relying on Section 4(a)(2) and Regulation D exemptions. The press release confirms approximately $50 million in PIPE investments (with Proem Asset Management and affiliates committing $25 million), representing dilutive equity financing for the Astro Digital-Proem business combination. This is a classic PIPE transaction—a private placement of equity securities exempt from registration.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T13:26:45.759842+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39399,"accession_number":"0001213900-26-103789","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses entry into a definitive merger agreement between Proem Acquisition Corp I (SPAC) and Astro Digital US, Inc., a material acquisition structured as a business combination. The agreement specifies a $525 million base purchase price plus aggregate exercise price, with a pro forma enterprise value of approximately $587 million, funded by $130 million from Proem's trust account and $50 million in PIPE investments. The transaction involves domestication of the SPAC, two-step merger structure, and is subject to shareholder approval and customary closing conditions, with anticipated closing in Q1 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T13:26:45.759842+00:00","company_name":"Proem Acquisition Corp. I","ticker":"PAACU","filing_date":"2026-09-28"},{"id":39400,"accession_number":"0001213900-26-103789","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered issuance of Parent Common Shares to PIPE Investors pursuant to PIPE Subscription Agreements, relying on Section 4(a)(2) and Regulation D exemptions. The press release confirms approximately $50 million in PIPE investments (with Proem Asset Management and affiliates committing $25 million), representing dilutive equity financing for the Astro Digital-Proem business combination. This is a classic PIPE transaction—a private placement of equity securities exempt from registration.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T13:26:45.759842+00:00","company_name":"Proem Acquisition Corp. I","ticker":"PAACU","filing_date":"2026-09-28"},{"id":39401,"accession_number":"0001213900-26-103789","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into a definitive business combination agreement between Proem Acquisition Corp I and Astro Digital, US, Inc., with an enterprise value of approximately $587 million and expected closing in Q1 2027. The joint press release (Exhibit 99.1) explicitly states \"they have entered into a definitive business combination agreement\" and details the transaction structure, funding ($180 million gross proceeds including $50 million PIPE), and closing conditions. This is a material acquisition/change of control transaction requiring shareholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T13:26:45.759842+00:00","company_name":"Proem Acquisition Corp. I","ticker":"PAACU","filing_date":"2026-09-28"}]}