UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 14, 2025, Perimeter Acquisition Corp. I (the “Company”) consummated its initial public offering (“IPO”) of 24,150,000 units (the “Units”), including the issuance of 3,150,000 Units as a result of the underwriter’s full exercise of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $241,500,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-285974) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 20, 2025, as amended (the “Registration Statement”):
| ● | An Underwriting Agreement, dated May 12, 2025, by and between the Company and Citigroup Global Markets Inc., as the underwriter (the “Underwriter”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. |
| ● | A Warrant Agreement, dated May 12, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| ● | A Letter Agreement, dated May 12, 2025, by and among the Company, Perimeter Acquisition Sponsor LLC (the “Sponsor”) and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated May 12, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated May 12, 2025, by and among the Company, the Sponsor and the other holders named therein, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference. |
| ● | A Private Placement Units Purchase Agreement, dated May 12, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference. |
| ● | An Administrative Services and Indemnification Agreement, dated May 12, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference. |
The material terms of such agreements are fully described in the Company’s final prospectus, dated May 12, 2025 as filed with the Commission on May 13, 2025 (the “Prospectus”) and are incorporated herein by reference.
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| Item 3.02. | Unregistered Sales of Equity Securities. |
On May 14, 2025, simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of an aggregate of 638,000 Units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,380,000.
The Private Placement Units are identical to the Units sold in the IPO, except that the Private Placement Units (i) will not be transferable or salable until 30 days after the completion of our initial business combination, subject to certain exceptions and (ii) will be (including the underlying shares) entitled to registration rights. The material terms of the Private Placement Units are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 13, 2025, in connection with the IPO, Richard Berthy, M. Scott Faris, Scott Letier, Vice Admiral Sean Pybus (ret.) and Jack Selby were appointed to the board of directors of the Company (the “Board”). Mr. Faris, Mr. Letier, VAdm. Pybus (ret.) and Mr. Selby are independent directors. Effective May 13, 2025, Mr. Faris, Mr. Letier and VAdm. Pybus (ret.) were appointed to the Board’s Audit Committee, with Mr. Letier serving as chair of the Audit Committee; Mr. Faris, Mr. Letier, and Mr. Selby were appointed to the Board’s Compensation Committee, with Mr. Faris serving as chair of the Compensation Committee; and Mr. Faris, VAdm. Pybus (ret.) and Mr. Selby were appointed to the Board’s Nominating Committee, with VAdm. Pybus (ret.) serving as chair of the Nominating Committee.
Effective May 13, 2025, Joseph Valdman resigned from the Board.
Following the appointment of Mr. Berthy, Mr. Faris, Mr. Letier, VAdm. Pybus (ret.) and Mr. Selby, the Board is comprised of three classes. The term of office of the first class of directors, consisting of VAdm. Pybus (ret.) and Mr. Selby, will expire at the Company’s first annual general meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Faris and Mr. Letier, will expire at the Company’s second annual general meeting of shareholders. The term of office of the third class of directors, consisting of Jordan Blashek and Mr. Berthy, will expire at the Company’s third annual general meeting of shareholders.
On May 12, 2025, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.4 to the Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.4 to the Registration Statement, respectively, and are incorporated herein by reference.
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| Item 5.03. | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On May 12, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Articles”), effective the same day. The terms of the Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 8.01. | Other Events. |
A total of $241,500,000 of the net proceeds from the IPO (which amount includes $8,452,500 of the underwriter’s deferred discount) and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Ordinary Shares included in the Units sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO (the “completion window”), subject to applicable law or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s Articles not for the purpose of approving, or in conjunction with the consummation of, an initial business combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to rights of holders of the Company’s Ordinary Shares or pre-initial business combination activity.
On May 12, 2025 the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 14, 2025 the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| † | Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules to the SEC upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERIMETER ACQUISITION CORP. I | ||
| By: | /s/ Joseph Valdman | |
| Name: | Joseph Valdman | |
| Title: | Chief Executive Officer and President | |
| Dated: May 14, 2025 | ||
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