UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

March 6, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _______________

Commission file number 001-42642

Perimeter Acquisition Corp. I

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1843886
State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification No.

4514 Cole Avenue, Suite 1600 Dallas, Texas		75204
Address of Principal Executive Offices		Zip Code

Registrant’s telephone number, including area code: (512) 200-2533

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	PMTRU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	PMTR	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PMTRW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12g 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 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes- Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant 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-based compensation 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 Act). Yes ☒ No ☐

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2025, based on the closing price on that date of $10.17 on the Nasdaq Stock Market, was approximately $245,605,500.

As of March 30, 2026, there were 24,788,000 Class A Ordinary Shares, par value $0.0001 per share, and 6,037,500 Class B Ordinary Shares, par value $0.0001 per share issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

			Page
CERTAIN TERMS			ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iii
PART I			1
	Item 1.	Business	1
	Item 1.A.	Risk Factors	32
	Item 1.B.	Unresolved Staff Comments	80
	Item 1.C.	Cybersecurity	80
	Item 2.	Properties	80
	Item 3.	Legal Proceedings	80
	Item 4.	Mine Safety Disclosures	80
PART II			81
	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	81
	Item 6.	[Reserved]	82
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	82
	Item 7.A.	Quantitative and Qualitative Disclosures about Market Risk	84
	Item 8.	Financial Statements and Supplementary Data	84
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	85
	Item 9.A.	Controls and Procedures	85
	Item 9.B.	Other Information	85
	Item 9.C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	85
PART III			86
	Item 10.	Directors, Executive Officers and Corporate Governance	86
	Item 11.	Executive Compensation	96
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	96
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	98
	Item 14.	Principal Accountant Fees and Services	100
PART IV			101
	Item 15.	Exhibits, Financial Statement Schedules	101
	Item 16.	Form 10-K Summary	103
SIGNATURES			104

-i-

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

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“amended and restated memorandum and articles association” refers to the amended and restated memorandum and articles association of the Company which were adopted on the effectiveness of our registration statement in connection with our initial public offering;

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“Class A ordinary shares” are to the Class A ordinary shares of par value US$0.0001 each in the capital of the Company;

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“Class B ordinary shares” are to the Class B ordinary shares of par value US$0.0001 each in the capital of the Company;

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“Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time;

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“company,” “we,” “us,” “our,” or “our company” are to Perimeter Acquisition Corp. I, a Cayman Islands exempted company;

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“Excise Tax” shall mean the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022;

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“founder shares” are to our Class B ordinary shares issued and outstanding immediately prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares” with redemption rights);

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“initial public offering” are to the Company’s initial public offering of units, including any units sold in connection with the fully exercised over-allotment option granted to the underwriters of the Company’s initial public offering;

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“management” or “our management team” are to our executive officers and directors;

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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

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“permitted withdrawals” means amounts withdrawn or eligible to be withdrawn to pay our taxes (and such withdrawals can only be made from interest and not from the principal held in the trust account);

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“private placement units” are to the private placement units issued to our sponsor in a private placement in connection with the closing of our initial public offering (which private placement units are identical to the public units sold in our initial public offering, subject to certain limited exceptions as described in this Annual Report) and upon conversion of working capital loans, as further described in this Annual Report;

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“private placement shares” are to the Class A ordinary shares underlying the private placement units issued to our sponsor in a private placement in connection with the closing of our initial public offering, or upon conversion of working capital loans, as further described in this Annual Report (such Class A ordinary share delivered upon conversion shall not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination);

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“private placement warrants” are to the non-redeemable warrants underlying the private placement units issued to our sponsor in a private placement in connection with the closing of our initial public offering, or upon conversion of working capital loans, as further described in this Annual Report;

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“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

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“public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);

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“public warrants” are to the redeemable warrants sold as part of the public units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates thereafter in the open market following our initial public offering);

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“sponsor” are to Perimeter Acquisition Sponsor LLC, a Delaware limited liability company; and

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“warrants” are to our redeemable public warrants and non-redeemable private placement warrants, as further described in this Annual Report.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Annual Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’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 assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination;

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our expectations around the performance of the prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses;

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our ability to consummate an initial business combination due to the uncertainty resulting from geopolitical events, acts of war or terrorism such as the conflicts in Ukraine and Russia or Israel, economic impacts such as inflation and rising interest rates and public health emergencies such as another pandemic and other epidemics;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our ability to obtain additional financing to complete a business combination;

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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the use of proceeds or funds not held in the trust account or available to us from interest income on the trust account balance;

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the number of redemptions by our public shareholders in connection with a business combination;

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the trust account not being subject to claims of third parties; or

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our financial performance following our initial public offering.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

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PART I

Item 1. Business

General

We are a newly organized blank check company incorporated on March 6, 2025, as a Cayman Islands exempted company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to our initial public offering. We have not selected any specific business combination target yet. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.

While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business in the United States of America or an ally of the US, focusing on the defense and national security sectors.

We believe that our management team, which includes our officers and directors as discussed below, is well-positioned to identify attractive business combination opportunities. Our management team has significant experience identifying, financing and operating leading companies at the convergence of the defense, technology, and national security sectors. We intend to leverage the deep networks and expertise of our management team to identify companies with strong growth prospects and seek to create significant value for our shareholders. We will seek strong fundamental businesses in these sectors, with emphasis on one or more of the following attributes:

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Primary focus on companies who can contribute to the re-industrialization of America

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Companies that offer a strong alignment with the United States’ and its allies’ national security priorities

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Companies that have an ability to grow and scale globally

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Companies that have earnings with consistent recurring revenues and attractive margins

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Companies that operate in sectors or run businesses that have high barriers to entry

Certain subsectors in which we may seek an initial business combination include aerospace and defense, space, government services, next generation manufacturing in support of the defense industrial base, mature dual-use military and commercial technologies and devices, and national infrastructure security.

Our Management Team

Our management team is led by our Executive Chairman, Jordan Blashek, our Chief Executive Officer & President, Josef Valdman and our Chief Investment Officer, Todd Lemkin. Our board of directors includes Vice Admiral (ret.) Sean Pybus, Scott Letier, Jack Selby, Richard Berthy and Scott Faris. With decades of experience, the members of our management team have successfully identified and capitalized on emerging technological and secular trends across a variety of mission-critical defense and government-focused sectors. In addition, our management team and board of directors have deep transaction experience, having executed numerous transactions as operators, investors and advisors. We believe that the extensive experience that members of our management team and board of directors have will position us to identify, evaluate and acquire an attractive initial business combination target. Further, our management team’s expertise and familiarity with the national security and defense sectors will be a benefit to the target company’s management team to support its growth and success post-initial business combination.

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Our Executive Officers

Jordan Blashek

Mr. Blashek is a General Partner at Overmatch Ventures, an early-stage venture capital firm which invests in deep tech, defense, and space technologies. Previously, Mr. Blashek co-founded America’s Frontier Fund (“AFF”), an early-stage venture capital firm which invests in frontier technologies, with former In-Q-Tel Chief Executive Officer Gilman Louie, with support from former Google CEO Eric Schmidt and Thiel Capital Founder Peter Thiel, in order to invest in the next generation of great American frontier technology companies that are vital to U.S. national security and economic competitiveness. Mr. Blashek served as Managing Partner of AFF from 2021 to 2025. In 2023, AFF created Roadrunner Venture Studios, a venture studio platform based in Albuquerque, New Mexico that incubates and builds new companies out of breakthrough science and technology. In 2017, Mr. Blashek worked with former Google CEO Eric Schmidt to establish Schmidt Futures, a family office venture leveraging technology to solve global challenges. He is also the co-author of the bestselling nonfiction title, Union: A Democrat, a Republican, and a Search for Common Ground, and he serves as President of the AFF Foundation, a charitable initiative of America’s Frontier Fund focused on supporting regional innovation, workforce development, and innovation policy across the United States. From 2009 to 2014, Mr. Blashek joined the United States Marine Corps, serving as an Infantry Officer with two combat tours in the Horn of Africa and Afghanistan. Mr. Blashek received a J.D. from Yale Law School, an M.B.A. from Stanford Graduate School of Business, and an A.B. from Princeton University.

Josef Valdman

Mr. Valdman is Managing Partner and Founder of Slate Hill Partners, and Partner at NEOS Investments. Prior to founding Slate Hill Partners, Mr. Valdman served as a Head of Product Management at Cadence Capital Management (formerly a subsidiary of Pacific Life) from 2017 to 2020. From 2012 to 2017, he served as Senior Managing Director at Foreside; from 2010 to 2012, he served Vice President at ETF Securities (now WisdomTree) and Head of Business Development at Lumina Fund Management. Mr. Valdman received a B.A. in Liberal Studies from SUNY Purchase.

Todd Lemkin

Todd Lemkin is the former Chief Investment Officer of Canyon Capital Advisors, a global, alternative investment manager. Mr. Lemkin joined Canyon in 2003, was Chair of the Investment Committee, and a Member of the Firm’s Management Committee. In addition to his investment responsibilities, Mr. Lemkin has been intimately involved in the firm’s product and strategy development during his career. He has investment expertise across a wide variety of industries, asset classes, and geographies, having overseen the firm’s European investment office since 2007, and its Asia investment office since 2015. Mr. Lemkin was charged with developing the Firm’s Risk Management Team, as well as staffing and overseeing its various Trading Desks. Prior to joining Canyon, Mr. Lemkin worked at Scoggin Capital Management, where he focused on analyzing securities of distressed and bankrupt companies. Mr. Lemkin was also an Investment Banker in the Healthcare Group of Banc of America Securities and the Mergers & Acquisitions Group of Lehman Brothers. Mr. Lemkin serves as a member of the Board of Governors of Cedar Sinai Hospital, a Trustee of the UT Southwestern Medical Foundation, a Trustee of the Dallas Museum of Art, a Trustee of the Greenhill School, and a Trustee of the Southern Methodist University’s Meadows School of the Arts. Mr. Lemkin is highly supportive of the military community, and is a Co-Chair of the Dallas Navy SEAL Foundation. Mr. Lemkin received a B.A. in English from the University of California, Berkeley.

Our Board of Directors

Vice Admiral (ret.) Sean Pybus

VAdm. Pybus is a Consultant at Cubic Corp, an Advisor at Idaho National Lab, and a Consultant at Energy Vietnam. VAdm. Pybus is also a consultant within the Defense and Security sectors and President of Pybus Group LLC. VAdm. Pybus retired from the U.S. Navy after 34 years of service as a Naval Special Warfare SEAL officer with numerous Joint Special Operations duty assignments, and his multiple command tours included units in Panama, Germany, and Bahrain, as well as duty as commodore of NSW Group 1 in San Diego (the U.S. Navy SEAL Schoolhouse). As a flag officer, he served as commander of Special Operations Command Pacific, the Naval Special Warfare Command, and the NATO Special Operations Forces Headquarters. Before retiring, VAdm. Pybus served as deputy commander of U.S. Special Operations Command (USSOCOM). VAdm. Pybus received a Masters in National Security from the Naval War College and a B.A. in Economics from the University of Rochester.

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Scott Letier

Mr. Letier is the Chief Investment Officer and Managing Director of Deason Capital Management, LLC (“DCS and other Deason family affiliates), the family office for the Deason Family, since July 2014. Prior to joining DCS, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family, from September 2006 to July 2014. Mr. Letier has over 30 years of experience in leadership roles, previously serving as a private equity investment professional and chief financial officer. He began his career in the assurance group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past and currently serves on two other public boards: serving as Chairman of the Board of Directors, chairman of the finance committee and a member of the governance committee of Xerox Holdings, Inc, a print and IT services company, and serving as the chairman of the audit committee and a member of the governance and risk oversight committees of Conduent Incorporated, a provider of business process outsourcing services. Mr. Letier serves on the boards of several private companies, including Gardenuity, Inc., a gardening and wellness focused retailer, where he also serves as Chairman, Colvin Resources Group, a Dallas-based search and staffing firm, and Great American Media Group, LLC the lead investor in partnership with Sony in an entertainment platform with properties in cable TV, fast-channel, and streaming service, Great American Pure Flix, and Terso Solutions, Inc, a manufacturer of secure and temperature controlled enclosures for RFID inventory management. Mr. Letier also serves on the fund advisory boards of Anchor Capital GP, a Dallas-based private equity firm and venture capital fund, Griffis Residential, a Denver-based multi-family real estate management and investment firm, and Willow Hill Partners, LLC, and Dallas based multi strategy investment group. Mr. Letier was recently appointed to the Board of Trustees of the Dallas Police and Fire Pension System and previously served on the Board and Executive Committee of the Dallas College Foundation for 21 years. Mr. Letier was formerly a Certified Public Accountant and has a BBA with a concentration in accounting from Southern Methodist University – Cox School of Business. With over 30 years of prior leadership roles and service on other company boards and committees, Mr. Letier brings to the Board expertise relevant to the Company, including significant audit experience and investment and financial expertise gained from serving as a private equity and investment professional and chief financial officer.

Jack Selby

Mr. Selby is a Managing Director at Thiel Capital, the family office of Peter Thiel. Mr. Selby co-founded Clarium Capital Management after selling PayPal (Nasdaq: PYPL) to eBay (Nasdaq: EBAY) in October 2002 for $1.5 billion. At PayPal, Mr. Selby joined as an early employee and later served as a Senior Vice President, overseeing the company’s international and corporate operations. In addition to his responsibilities at Thiel Capital, Mr. Selby is currently a member of the Board of Directors of the Arizona Commerce Authority, a co-host/founder of the Arizona Technology Innovation Summit with Governor Doug Ducey, Chairman of invisionAZ, and Co-founder and member of the Board of Directors for the Wyoming Global Technology Partnership with Governor Mark Gordon. Mr. Selby received a B.A. in Economics from Hamilton College where he is a member of the Board of Trustees.

Scott Faris

In April 2024 Mr. Faris founded Eqlipse Quantum, a commercialization accelerator focused on launching and financing transformational dual-use quantum enabled companies for critical defense and intelligence requirements. From October 2021 to April 2024, Mr. Faris served as Chief Executive Officer of Infleqtion (formerly Cold Quanta, Inc.). Since September 2016, Mr. Faris had served as Chief Business Officer of Luminar Technologies, Inc., a leading developer of autonomous vehicle systems technologies including Lidar sensor suites. In June 2013, Mr. Faris founded Aerosonix, Inc. (formerly MicroVapor Devices, LLC), a privately held developer and manufacturer of advanced medical devices and served as its Chief Executive Officer until August 2016 and has served as Chairman of the board of directors since June 2013. In 2002, Mr. Faris also founded the Astralis Group, a strategy advisor that provides consulting to start-up companies and, since 2004, Mr. Faris has served as its Chief Executive Officer. In August 2007, Mr. Faris founded Planar Energy, a company that developed transformational ceramic solid-state battery technology and products and served as its Chief Executive Officer until June 2013. Planar Energy is a spin-out of the U.S. Department of Energy’s National Renewable Energy Laboratory. From October 2004 to June 2007, Mr. Faris was a partner with Corporate IP Ventures (formerly known as MetaTech Ventures), an early-stage venture fund specializing in defense technologies. Mr. Faris also previously served as the Chairman and Chief Executive Officer of Waveguide Solutions, a developer of planar optical light wave circuit and micro system products, and as a director and Chief Operating Officer of Ocean Optics, Inc., a precision-optical-component and fiber-optic-instrument spin-out of the University of South Florida. Mr. Faris was also the founder and Chief Executive Officer of Enterprise Corporation, a technology accelerator, served as a director of the Florida Seed Capital Fund and Technology Commercialization at the Center for Microelectronics Research, and the Chairman of the Metro Orlando EDC. Mr. Faris received a B.S. in Management Information Systems from Penn State University in 1988.

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Richard Berthy

Mr. Berthy is Chairman of Big Sky Associates LLC, Chief Executive Officer of Big Sky Treasury Services LLC and President and Owner of BP Financial Corp. From October 2003 to December 2022, Mr. Berthy was the Founder and CEO of Foreside Financial Group, LLC. Mr. Berthy currently serves as the Chairman of the boards of Constant Energy Capital Management, Inc., since February 2017 and Forum Foundation, since June 2017, and Chairman of the board and Compensation Committee member of Akumina, Inc., since July 2018. Mr. Berthy also serves on the boards of Farm to School of Park County, since 2024, Keys to Literacy, LLC, since 2023, Phiphen Studios and FinMason, Inc., since 2021, ONE Group Solutions S.a.r.l., since 2019, Spurwink, since 2017, and Phiphen LLC, since 2016. Since May 2014, Mr. Berthy has also served as President and on the board of Foreside Foundation. Mr. Berthy holds FINRA Series 7, 24, 63, 79, and 99 registrations. Mr. Berthy received a B.S. in Finance and Economics from Miami University.

Prior SPAC Experience

Other than as set forth below, none of our sponsor, officers or directors has had any experience in organizing and managing special purpose acquisition companies.

Mr. Lemkin served as an independent director of Atlas Crest Investment Corp., a Delaware corporation. Atlas Crest Investment Corp. completed its initial public offering on October 28, 2020 and entered into a business combination with Archer Aviation Inc. on September 16, 2021. In connection with the closing of the business combination, 24,239,307 public shares were redeemed, which represented approximately 48.5% of the public shares sold in the initial public offering of Atlas Crest Investment Corp. Mr. Lemkin also served as an independent director of Atlas Crest Investment Corp. II, a Delaware corporation. Atlas Crest Investment Corp. II completed its initial public offering on February 4, 2021. Atlas Crest Investment Corp. II did not complete a business combination and redeemed all public shares sold in its initial public offering in December 2022.

Mr. Selby served as an independent director of Founder SPAC, a Cayman Islands exempted company. Founder SPAC completed its initial public offering on October 15, 2021 and entered into a business combination with Rubicon Technologies, Inc. on August 15, 2022. In connection with the closing of the business combination, 31,260,776 public shares were redeemed, which represented approximately 98.8% of the public shares sold in the initial public offering of Founder SPAC.

Our Senior Advisor

Rajeev Garside

Mr. Garside serves as a senior advisor to the Company. From 2014 to 2024, Mr. Garside was a Partner at Albright Stonebridge Group (ASG), which was sold to Dentons Global Advisors. In 2011, Mr. Garside founded ACEI, a private equity firm focused on global energy and infrastructure opportunities. While there, Mr. Garside was also a member of the board of directors of several portfolio companies. From 2006 to 2011, Mr. Garside was Managing Director at the AES Corporation, a Fortune 200 global infrastructure investor and operator, where he executed a financial and operational repositioning of the company and analyzed, negotiated, and financed M&A and new business development opportunities. From 2001 to 2006, Mr. Garside was a Senior Investment Professional at Perseus Capital, LLC, a private equity firm focused on leveraged buyouts and growth investments in the consumer products, biopharmaceutical, and energy/environmental industries. Prior thereto, Mr. Garside was a strategy consultant at McKinsey & Co. and an investment banker at Credit Suisse First Boston. Mr. Garside also served as Head of the Finance Committee and Treasurer of the Ellington Fund of the Duke Ellington School of the Arts in Washington D.C. Mr. Garside received an M.B.A., with a concentration in Finance, from the Wharton School of the University of Pennsylvania and a B.A., with honors, from the University of Pennsylvania.

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Our Strategic Investor

We are supported by Gamma International Bank, a strategic investor in our sponsor. With offices in the US, Puerto Rico, and the Dominican Republic, the Gamma International Bank team has been built by a group of individuals that have extensive combined experience working in the financial services industry. Jordan Rothenberg, an Executive Vice President at Gamma International Bank, will support the Company as an advisor with the title of managing director. By way of its majority shareholder, Gamma International Bank is associated with Centro Financiero Crecer, United Capital, and Altio, which collectively manage over $5 billion in assets under management.

Competitive Strengths

We believe that the combined capabilities and expertise of Mr. Blashek, Mr. Valdman, Mr. Lemkin, Gamma International Bank, and the board of directors position our team to source and complete a successful initial business combination for our shareholders. Our team maintains strong connections and meaningful relationships with (and includes members of) domestic and international corporations, industry leaders, defense and federal security agencies, governments, and other influential sector contacts and organizations. We believe that these connections and relationships can offer potential target businesses with direct access to key stakeholders in our target sectors and a broad customer network on a global scale. We believe that we bring a unique combination of differentiated industry-specific knowledge and access and broad macro-investing experience which allows us to understand potential targets both on a business-specific level and in the context of their place and potential trajectory in the public markets.

In particular, Mr. Blashek has spent his entire career driving opportunity, and remains highly connected, in the aerospace and defense sector. Mr. Valdman, Mr. Lemkin and Gamma International Bank have diverse investing expertise and exposure across both the defense and national security industries, amongst broader public market expertise. We believe that our synthesized competitive strengths include the following:

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Best-in-class sector intelligence and understanding the mission-critical nature of the hard-to-penetrate defense and national security customer set

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Thorough understanding of government funding and contracting dynamics highly relevant to the success of potential targets

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Management team and board of directors maintain decades of public and private investment experience in various industries across the globe, bringing balanced, diverse, and educated viewpoints

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Sponsor team includes a well-established and diversified asset manager that accounts for a high volume of capital markets activity and represents a unique and concrete public markets expertise to couple with our management team’s deep private market evaluative and investing experience

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Access to prospective long-term institutional investors and flexible capital sources

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Ability to develop domestic and international insights, leveraging relationships and opportunities through an extensive and distinguished deal sourcing and information network, enabling differentiated first-look opportunities and the unique ability to locate and evaluate potential targets

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Ability to recruit top talent and bring in key executives, board members, and relevant sector advisors

Business Strategy

While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business in the United States of America, focused in the aerospace and defense, space, government services, and national security sectors.

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We believe we are well positioned to execute a successful business combination due to our network of relationships, and our management team’s experience in acquiring and operating businesses in these industries. Moreover, we will utilize financial, legal and accounting advisors, and industry specialists to ensure adequate diligence. We intend to work with a target candidate on structuring a transaction that aims to deliver significant shareholder value.

With respect to the market, we believe in the following opportunities for our target sectors:

Defense & National Security

We believe that the increased global threat environment has re-iterated the need for robust defense and national security spending across a multitude of warfighting domains (land, sea, air, space and cyber). Geopolitical tensions continue to contribute to much of the current and projected focus of defense spending, which is reflected in the rise in demand for cost-effective attritable systems, unmanned offerings, hypersonics, defense electronics, offensive and defensive missiles and munitions, cyber warfare, and advancements in artificial intelligence-driven military applications. This global demand is only further exacerbated by recent White House commentary that calls for allied nations to spend more materially on defense procurement as the U.S. focuses on a more domestic-focused defense policy. In line with these interests, global defense spending has reached highs of $2.4 trillion globally as of 2023, according to the Stockholm International Peace Research Institute (“SIPRI”), with a preponderance of that spending being focused within the U.S. Department of Defense (the “DoD”) at $916 billion as of 2023. DOD funding is further expected to grow at a 2.4% compound annual growth rate through 2029 per the GFY2025 DOD Greenbook. Even accounting for these large global spending figures, there remains upside for NATO and other allied nations to spend a higher portion of their gross domestic product (of which NATO has a goal of 2%) which is driving continued upward momentum as a large portion of member nations are currently below this target threshold.

These tailwinds have also created demand for new ways and methods to think about lean and nimble manufacturing capabilities to meet the needs of the allied defense industrial complex. New technologies are driving a demand for new ways of designing and manufacturing these mission-critical product offerings. As such, we believe companies specializing in cost-effective dual-use commercial and military technologies will be best positioned to capture the significant and growing demand that often runs counter to the interests of the installed legacy defense primes.

This shift has led organically to a rise in strategic partnerships between defense contractors, technology firms, and government agencies that we believe will accelerate the deployment of disruptive technologies, further strengthening defense capabilities globally. Our view is that this elevated rate of innovation required to support the battlefield of the future has been driving and will continue to drive robust opportunities for new entrants. The defense technology sector has observed immense growth in private sector funding, ushering in new technologies that can scale and deliver for the warfighter. We have seen that historical attitudes within the venture capital and tech communities are shedding the stigma of defense-focused investment as the private sector is already shaping up this alignment with $70 billion being deployed in 2022 and 2023 to support this investment in emerging defense technology. We believe that this landscape of actionable targets in need of our relationships and government access produces a wide range of opportunity for investment and strategic partnership. We believe our management team is uniquely positioned to capitalize on this momentum, particularly in areas aligned with the national security priorities of the United States and its allies.

Space

We believe the global space industry is undergoing rapid expansion, driven by lower launch costs, the need for greater connectivity via satellites, space exploration/access, and increased demand for geospatial insights powered by artificial intelligence and machine learning. Governments worldwide are rapidly prioritizing space-based defense systems, civil communications, and Earth observation capabilities with dual-use cases to satisfy their civil and defense requirements. With this strong demand, the global space economy is expected to be worth $1.8 trillion by 2035 (accounting for inflation, according to McKinsey) up from $630 billion in 2023; this represents a compelling long-term annual compound annual growth rate of 9.1%.

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Additionally, the space end-market has seen significant recent private investment, which has driven a wide range of opportunity among private space companies and private investors. New and disruptive space-based technologies are leading to rapid evolution and technological advancements. As the cost of space access through lower cost launch services continues to decline, this has paved the way for a variety of new business models, such as space tourism, space manufacturing, space-based repair/servicing, amongst other models. This lower cost of access is disrupting the traditional space industry economics that previously relied on large and concentrated contracts amongst a select few incumbent legacy players, enabling a world of opportunity for emergent players. As technological innovation continues to lower these barriers to entry, new investment and capital continues to grow within the space sector and we believe this presents a compelling investment landscape of actionable target opportunities that would benefit from our access and insights.

Government Services

We believe the government services sector is experiencing steady growth driven by an increased demand for advanced technology solutions, digital transformation, and operational efficiency across federal, state and local agencies. Several dynamics are contributing to an evolving landscape, in particular the recent focus on DOGE (“Department of Government Efficiency”), which is driving strong demand for improved and more lean federal systems and processes. The government services sector is uniquely positioned to benefit as increased outsourcing and spending on IT services supports strong mid-term growth for national security IT services providers serving the DOD and intelligence communities (“IC”). We believe that with federal budgets prioritizing digital infrastructure, modernization, and cybersecurity resilience, government contractors specializing in data analytics, data and intelligence dissemination, automation, and secure communications are well-positioned for long-term growth. More specifically, federal IT funding for Government Fiscal Year (“GFY”) 2025 was $102 billion within the U.S. while IC spending remained at a robust $106 billion appropriated for GFY2024. These funding levels represent a significant addressable market for targets in our acquisition purview, and we believe these sustained levels will provide strong long-term sector demand. Given our management team’s deep expertise as connected advisors and former government officials, we believe we will have many opportunities to explore an opportunity in government services and find an attractive target that will anchor a platform for further consolidation within the highly fragmented sector.

Aerospace

We believe the aerospace supply chain remains well-positioned to continue benefitting from a return to higher production rates while long-term sustained commercial passenger traffic demand drives opportunity. According to the 2024 Boeing Commercial Outlook, the long-term annual outlook for commercial traffic growth is expected to grow at a 4.7% compound annual growth rate while the correlating commercial fleet size is expected to grow at a 3.2% compound annual growth rate through 2043. This stable growth trajectory is taken in context with a sector that has observed recent challenges for original equipment manufacturers coming out of the COVID-19 crisis, which we believe continues to showcase a number of viable acquisition opportunities that can benefit from supportive institutional capital and best-in-class operational know-how. Despite these historical headwinds, air traffic remains in-line with historical projections as the global population continues to grow and accessing commercial aviation accelerates. Flight qualified manufactured parts and components require exacting manufacturing techniques and capabilities to ensure safety and reliability. These manufacturing needs are also supported by a diverse opportunity for aftermarket, maintenance and repair, and adjacent commercial support services which continue to grow at a stable 1.8% compound annual growth rate through 2034 as per Oliver Wyman. Despite this short-term disruption, given these multi-faceted growth trajectories across traffic, fleet, manufacturing, and related services, we believe there is a strong opportunity to deliver our relationships and expertise to prospective target companies at attractive valuations.

Given the aforementioned sectors of focus, our business strategy centers on identifying a candidate with an attractive financial profile, robust growth potential and alignment with these aerospace and defense and national security priorities. To this end, our management team, along with our board of directors, has experience in:

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Identifying and evaluating businesses and investment opportunities and making accretive investments and acquisitions

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Operating companies in the public and private markets, defining corporate strategy, and identifying, mentoring and recruiting top talent

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Diligently managing risk and creating strong performance across a variety of economic cycles

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Both acquiring and organically growing operating businesses, as well as implementing operational efficiencies and effectively managing such businesses

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Accessing both the public and private capital markets to optimize capital structure

Acquisition Criteria

Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe:

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Aligns with National Security Priorities – We will seek businesses that align with the current and future national security priorities of the United States and have the potential to contribute to the safety and security of the United States and its allies.

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Strong Market Position – We will seek to acquire businesses that have strong market positions and competitive advantages in their sectors.

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Scalable Business Model – We will look for businesses with scalable business models that can benefit from our management team’s expertise and resources.

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Proven Management Team – We will prioritize businesses with experienced and capable management teams that have a track record of success. We anticipate that our own officers and directors will complement, not replace, the skills of the target company’s management team. If necessary, we will assess opportunities to improve a target’s management team and to recruit additional talent through our extensive network of contacts.

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Growth Potential – We will focus on businesses with significant growth potential, both organically and through strategic acquisitions. We will look to acquire a business that is providing solutions in areas prioritized by the U.S. government as posing the greatest threats to U.S. national security. We may initially consider those sectors that complement our management team’s background and broad network of industry relationships.

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Preparedness for the Public Markets – We will seek to acquire a business that has or can effectively put in place prior to the closing of a business combination the governance, financial systems and controls required in the public markets.

These criteria are not intended to be exhaustive. We may use other criteria as well. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience.

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As described in more details below under “ —Other Consideration and Conflicts of Interest” and in the section entitled “Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” we are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors and conflicts of interest may arise if we select a business combination target that is affiliated with our sponsor, officer or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from either an independent investment banking firm or an independent accounting firm. We are not required to obtain such an opinion in any other context (except as described herein in a situation where our board is not able to independently determine the fair market value of the target business or businesses). Despite our agreement to obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or sponsor, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Such conflicts of interest in connection with a business combination with a business affiliated with our sponsor, executive officers or directors include conflicts related to the additional fiduciary and contractual duties that our directors and officers may have (as further described in the next paragraph) and conflicts resulting from our directors’ and officers’ indirect ownership in the founder shares and private placement units held by our sponsor and the effective price at which such securities were purchased by our sponsor and which may result in the selection of an acquisition target that subsequently declines in value and is unprofitable for public shareholders (while still profitable from our sponsor’s, directors’ and officers’ perspective) instead of not consummating a business combination at all or with a different business combination target (for more information, also see “—Other Consideration and Conflicts of Interest”).

Our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies they may be involved in. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies they may be involved in), he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. If these entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Further, members of our management team directly or indirectly own our ordinary shares and/or private placement units (including their underlying securities) following our initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.

Although affiliates of our directors and officers or entities, to which they have fiduciary obligations, may pursue a similar target universe to us for acquisition or investment opportunities, we anticipate that the specific companies or assets that we may target (e.g. companies in the national security or defense-related industries seeking to go public) will only overlap as appropriate opportunities for such entities and persons due to their investment mandates if such potential targets also desire to enter into other debt or equity transactions with such entities and persons in connection with a going public transaction, which our potential targets may choose to effectuate via a business combination with us or without us via a business combination with a competing special purpose acquisition company or the use of a more traditional initial public offering or direct listing structure. Therefore, we do not expect the fiduciary and contractual duties of our directors, officers, their affiliates and entities, to which they have fiduciary obligations, to materially affect our ability to select an appropriate acquisition target and complete an initial business combination.

Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding any deferred underwriter fees and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

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We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Further, as the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. Because of our limited resources and such increased competition for business combination opportunities, including from other special purpose acquisition companies or other entities having a similar business objective to us, it may be more difficult for us to complete our initial business combination or negotiate attractive terms for our initial business combination. Depending on who our competitors will be when negotiating a business combination transaction, we may also be at a competitive disadvantage in successfully negotiating an initial business combination. For more information also see “Risk Factors—Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination—As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination” and “Risk Factors—Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination—Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.”

Pursuant to a letter agreement that the sponsor executed with us in connection with our initial public offering, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Further, pursuant to such letter agreement, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell founder shares, private placement units and public units (if any are purchased in connection with the offering), as summarized in the table below.

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SUBJECT

SECURITIES

TRANSFER RESTRICTIONS

NATURAL PERSONS AND

ENTITIES SUBJECT TO

TRANSFER

RESTRICTIONS

EXCEPTIONS TO TRANSFER

RESTRICTIONS

Founder Shares

Agreement not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (each of the foregoing, a “Transfer”), until the earlier of (A) 180 days after the completion of our initial business combination and (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Further, no Transfer of any Class A ordinary shares, Class B ordinary shares or any other securities convertible into, or exercisable or exchangeable for, ordinary shares was permitted for 180 days following the pricing of our initial public offering.

Our sponsor, directors and officers

Restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsor or their affiliates, any affiliates of our sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the founder shares, private placement units, private placement warrants, private placement shares or Class A ordinary shares, as applicable, were originally purchased; (f) pro rata distributions from our sponsor to its members, partners, or shareholders pursuant to our sponsor’s operating agreement, (g) by virtue of our sponsor’s organizational documents upon liquidation or dissolution of our sponsor; (h) to the Company for no value for cancellation in connection with the consummation of our initial business combination; (i) in the event of our liquidation prior to the completion of our initial business combination; or (j) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares and private placement units (including their underlying securities). Further, despite the 180 day transfer restriction following the pricing of our initial public offering and that is described under the column “Transfer restrictions” to the left of this column, the underwriting agreement authorizes registration with the SEC pursuant to the Registration Rights Agreement of the resale of the founder shares, the private placement units (including any private placement units issued upon conversion of working capital loans) and their underlying securities, the exercise of the private placement warrants and the public warrants and the Class A ordinary shares issuable upon exercise of such warrants or conversion of founder shares.

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SUBJECT SECURITIES	TRANSFER RESTRICTIONS	NATURAL PERSONS AND ENTITIES SUBJECT TO TRANSFER RESTRICTIONS	EXCEPTIONS TO TRANSFER RESTRICTIONS
Private Placement Units and underlying securities	No Transfer until 30 days after the completion of our initial business combination. Further, no Transfer of any Class A ordinary shares, Class B ordinary shares or any other securities convertible into, or exercisable or exchangeable for, ordinary shares was permitted for 180 days following the pricing of our initial public offering.	Our sponsor, directors and officers	Same as above.

Public Units and underlying securities (if any are purchased in connection with the offering)	No Transfer of any Class A ordinary shares, Class B ordinary shares or any other securities convertible into, or exercisable or exchangeable for, ordinary shares was permitted for 180 days following the pricing of our initial public offering.	Our sponsor, directors and officers	Same as above.

The letter agreement also provides that the sponsor and each director and officer agree to vote any founder shares, private placement shares included in private placement units and any public shares they may own in favor of a proposed initial business combination if we seek shareholder approval for such business combination and in favor of any proposals recommended by our board of directors in connection with such business combination (except with respect to any such public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). Further, our sponsor, directors and officers also agree not to redeem any public shares they may hold in connection with such shareholder approval. The letter agreement may not be changed, amended, modified or waived as to any particular provision, except by a written instrument executed by (i) each director and officer signatory to the letter agreement with respect to herself or himself, as applicable, to the extent she or he are the subject of any such change, amendment, modification or waiver, (ii) us, and (iii) our sponsor. Changes, amendments, modifications or waivers to the transfer restriction that lasted for180 days following the pricing of our initial public offering required the written consent of the underwriter of our initial public offering. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. Such transfer restrictions have been amended in connection with business combinations for certain other special purpose acquisition companies. For more information, also see “Risk Factors—Risks Relating to our Sponsor and Management Team—Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval”.

In order to facilitate our initial business combination or for any other reason determined by our sponsor, our sponsor may, with our consent, (i) surrender or forfeit, transfer or exchange our founder shares, private placement units or any of our other securities held by it, including for no consideration in connection with a PIPE financing or otherwise, (ii) subject any such securities to earn-outs or other restrictions, and (iii) enter into any other arrangements with respect to any such securities.

We may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement units or membership interests in our sponsor in a transaction in which the sponsor or members of our management team remove themselves as our sponsor before identifying a business combination. As a result, there is a risk that our sponsor and our officers and directors may divest their ownership or economic interests in us or our sponsor, which would likely result in our loss of certain key personnel. There can be no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully complete such business combination.

Other Considerations and Conflicts of Interest

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context (except as described herein in a situation where our board is not able to independently determine the fair market value of the target business or businesses).

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The table below summarizes (i) the number of founder shares and private placement units issued to the sponsor in connection with the consummation of our initial public offering and the price paid by the sponsor for such securities, and (ii) the main items of compensation received or eligible to be received by the sponsor, our sponsor’s affiliates and our directors and officers:

ENTITY/ INDIVIDUAL	AMOUNT OF COMPENSATION RECEIVED OR TO BE RECEIVED OR SECURITIES ISSUED OR TO BE ISSUED	CONSIDERATION
Sponsor	5,911,500 founder shares(1)	$24,460 or approximately $0.004 per founder share

	638,000 private placement units

	$10,000 per month	Office space, secretarial and administrative services

	Up to $300,000	Repayment of loans made to us to cover offering related and organizational expenses

Sponsor, officers or directors, or our or their affiliates	Up to $1,500,000 in working capital loans by our sponsor, our sponsor’s affiliates and our directors or officers. Such loans may be converted at the option of the lender into private placement units at a conversion price of $10.00 per unit(2)	Working capital loans to fund working capital deficiencies or finance transaction costs in connection with an initial business combination

	Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.(3)	Services in connection with identifying, investigating and completing an initial business combination

M. Scott Faris, Scott Letier, Vice Admiral Sean Pybus (ret.) and Jack Selby	126,000 founder shares in the aggregate purchased by such directors from our Sponsor	$540 or approximately $0.004 per founder share, the same per-share price paid by our Sponsor

Gamma Securities LLC, an affiliate of Gamma International Bank	$483,000	Capital markets advisory services in support of the initial public offering and our initial business combination.

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(1)

The founder shares and Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the nominal price of $0.004 per founder share at which our sponsor purchased the founder shares and/or the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in connection with an initial business combination, including securities that may result in material dilution to public shareholders.

(2)	The $10.00 per private placement unit conversion price for such working capital loans may potentially be significantly less than the market price of our shares at the time the lenders elect to convert their working capital loans into private placement units. Further, the $11.50 exercise price of the private placement warrants included in the private placement units issuable upon conversion of working capital loans may be significantly less than the market price of our shares at the time such private placement warrants are exercised. Similarly, depending on the market price of our shares at the time our private placement warrants are exercised, the cashless exercise feature of our private placement warrants may also result in material dilution to our public shareholders given that the cashless exercise of the warrants will not result in any cash proceeds to us and holders of our private placement warrants would pay the private placement warrant exercise price by surrendering their warrants for a number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “Sponsor fair market value” (as defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The “Sponsor fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. Therefore, such private placement unit issuances may result in significant dilution to holders of our shares. For more information also see “Risk Factor—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs” and “Risk Factors—Risks Relating to our Sponsor and Management Team—Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.”

(3)	For more information, also see “ —Sources of Target Businesses,” “Executive Compensation” and “Certain Relationships and Related Transactions, and Director Independence.”

Affiliates of our sponsor, our officers and members of our board of directors directly or indirectly own founder shares and private placement units (including their underlying securities) following our initial public offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we do not complete our initial business combination within 24 months from the closing of our initial public offering, the founder shares and private placement units held by our sponsor may lose most of their value, except to the extent that the founder shares or the Class A ordinary shares included in the private placement units receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Similarly, additional conflicts of interests may arise and incentives may be created to select an acquisition target that subsequently declines in value and is unprofitable for public shareholders instead of not consummating a business combination if (i) after the redemption of public shareholders no assets are available outside of the trust account to repay any loans extended to us by our sponsor, affiliates of our sponsor or our officers and directors and to reimburse our sponsor and others for any out-of-pocket expenses incurred in connection with identifying, investigating and completing an initial business combination or (ii) not consummating a business combination within the allotted time may require service providers to forfeit their fees. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

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Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies they may be involved in. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies they may be involved in), then he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. If these entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Although affiliates of our directors and officers or entities, to which they have fiduciary obligations, may pursue a similar target universe to us for acquisition or investment opportunities, we anticipate that the specific companies or assets that we may target (e.g. companies in the national security or defense-related industries seeking to go public) will only overlap as appropriate opportunities for such entities and persons due to their investment mandates if such potential targets also desire to enter into other debt or equity transactions with such entities and persons in connection with a going public transaction, which our potential targets may choose to effectuate via a business combination with us or without us via a business combination with a competing special purpose acquisition company or the use of a more traditional initial public offering or direct listing structure. Therefore, we do not expect the fiduciary and contractual duties of our directors, officers, their affiliates and entities, to which they have fiduciary obligations, to materially affect our ability to select an appropriate acquisition target and complete an initial business combination.

To address the matters set out above, our amended and restated memorandum and articles of association provide that, to the maximum extent permitted by law: (i) no individual serving as a director or an officer or the sponsor shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer or the sponsor, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director, an officer or the sponsor to any other entity. In addition our amended and restated memorandum and articles of association provide that except to the extent expressly assumed by contract, to the fullest extent permitted by law, a director, an officer or the sponsor shall have no duty to communicate or offer any such corporate opportunity us and shall not be liable to us or our shareholders for breach of any fiduciary duty as a shareholder, director and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to us. Except as provided in our amended and restated memorandum and articles of association, to the fullest extent permitted by law, our amended and restated memorandum and articles of association provide that we renounce any interest or expectancy of the company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the company and a director, an officer or the sponsor, about which a director and/or officer acquires knowledge. To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in our amended and restated memorandum and articles of association to be a breach of duty to the company or our shareholders, we will waive, to the fullest extent permitted by law, any and all claims and causes of action that we may have for such activities.

Further, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. For more information on conflicts of interests, also see the sections entitled “Risk Factors —Risks Relating to our Sponsor and Management Team” and “Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”

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We have until the date that is 24 months from the closing of our initial public offering or until such earlier liquidation date as our board of directors may approve to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, and the related amendments are approved by the shareholders, holders of Class A ordinary shares will be offered an opportunity to redeem their shares in connection with the implementation of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of our initial public offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend, our sponsor may lose its entire investment in our founder shares and our private placement units. For more information, also see “Risk Factors—Risks Relating to our Securities—Since our sponsor, executive officers and directors may lose their entire investment in us (other than with respect to public shares they may acquire during or after our initial public offering) if our initial business combination is not completed and no liquidating distributions from assets outside the trust account are available, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.”

As described under “Risk Factors—Risks Relating to Our Sponsor and Our Management Team—You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available,” the holders of our warrants will not be permitted to exercise their warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available. If the issuance of the Class A ordinary shares upon exercise of our public warrants is not registered or qualified or exempt from registration or qualification, the holders of such warrants will not be entitled to exercise their warrants and the warrants may have no value and expire worthless. In such an instance, our sponsor and its permitted transferees (which may include our directors and officers) would be able to exercise their private placement warrants (given the private placement warrants are exercisable for cash or “cashless” at the option of our sponsor and its permitted transferees) and our sponsor and its permitted transferees may sell the Class A ordinary shares issuable upon exercise of such private placement warrants while holders of our public warrants would not be able to exercise their warrants and sell the Class A ordinary shares issuable upon exercise.

Further, if and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under applicable state securities laws and even if an exemption from such registration or qualification is not available. As a result, we may redeem our public warrants even if the public holders are otherwise unable to exercise their public warrants (for more information, also see “Risk Factors—Risks Relating to Our Sponsor and Our Management Team—We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.”). In addition, the ability to redeem our public warrants could create conflicts of interest as it limits the potential upside of holders of our public warrants while our non-redeemable private placement warrants remain outstanding and become more valuable as our share price increases. Our management team may also require holders to exercise their warrants on a “cashless” basis, which would reduce the number of Class A ordinary shares received by a holder upon exercise of their warrants and thereby reduce the potential equity “upside” of a public holder’s investment in us. For more information, also see “Risk Factors—Risks Relating to Our Sponsor and Our Management Team—Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash.”

Our Sponsor

Our sponsor, Perimeter Acquisition Sponsor LLC, is a Delaware limited liability company that was formed for the sole purpose of holding securities in us and provide certain services to us pursuant to the administrative services and indemnification agreement, as further described herein. Jordan Blashek, our executive chairman, is the managing member of our sponsor. Gamma International Bank, Josef Valdman, Jordan Blashek, and Todd Lemkin, or their respective affiliates, own Class A interests in the sponsor, which represent approximately 45%, 30%, 15% and 6%, respectively, of interests representing the founder shares held by the sponsor. Gamma International Bank, or its affiliates, will own Class B interests in the sponsor, which will represent approximately 95% of interests representing the private placement units held by the sponsor. The remaining Class B interests in the sponsor will be owned by Messrs. Berthy, Blashek, Lemkin and Valdman or their respective affiliates.

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On March 7, 2025, our sponsor paid $25,000 to cover for certain expenses on our behalf in exchange for the issuance of 4,312,500 founder shares, or approximately $0.006 per share. Prior to our initial public offering, our sponsor transferred an aggregate of 90,000 of our founder shares to our four independent director nominees at the same per-share purchase price paid by our sponsor. In May 2025, we effected two share capitalizations pursuant to which we issued an additional 1,689,000 founder shares to our sponsor and 36,000 founder shares to our independent director nominees resulting in an aggregate of 6,037,500 founder shares issued and outstanding.

In addition, our sponsor, pursuant to a written agreement, purchased 638,000 private placement units, at a price of $10.00 per unit ($6,380,000 in the aggregate), in a private placement that closed simultaneously with the closing of our initial public offering.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses, market and other uncertainties in the initial public offering process, including, but not limited, underwriting discounts and commissions, marketing and road show efforts, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.

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Financial Position

With funds available for a business combination initially in the amount of $239,298,018 as of December 31, 2025 (after payment of $8,452,500 of deferred underwriting fees), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering, the sale of the private placement units, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We have not selected any specific business combination target yet. Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness, privately or through other means, in connection with our initial business combination, including pursuant to forward purchase agreements, non-redemption or backstop arrangements we may enter into following consummation of our initial public offering. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. For more information also see “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks,” “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs” or “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.”

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Sources of Target Businesses

Our process of identifying acquisition targets will leverage our management team’s unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We expect that the collective experience, capability and network of our directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.

In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our final prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In addition, we may pay our sponsor or any of our officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination (regardless of the type of transaction that it is), which we will disclose in the proxy statement filed in connection with our initial business combination. We have agreed to pay our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor, officers or directors, or our or their affiliates, for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination.

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by the company in such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context (except as described herein in a situation where our board is not able to independently determine the fair market value of the target business or businesses).

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including any future special purpose acquisition companies they may be involved in and entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. For more information, see “Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”

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Evaluation of a Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to identify and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

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Shareholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.

Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:

●

we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding (excluding the private placement shares included in the private placement units) or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding (excluding the private placement shares included in the private placement units);

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any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or

●

the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

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the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

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the expected cost of holding a shareholder vote;

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the risk that the shareholders would fail to approve the proposed business combination;

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other time and budget constraints of the company; and

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additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Permitted Purchases and Other Transactions with Respect to Our Securities

If we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase units, public shares, warrants or equity-linked securities in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentiv

SEC Form 10-K filed by Perimeter Acquisition Corp. I