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Pioneer Acquisition I Corp-A 2025年度报告

2026-04-09 美股财报 喵小鱼
报告封面

FORM 10-K/AAmendment No. 1 ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number:001-42709 Pioneer Acquisition I Corp(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) (Address of principal executive offices)(Zip Code) (347) 720-2907(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 month (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of December 31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was$317.83 million. As of March 26, 2026, the registrant had a total of 22,114,799 Class A ordinary shares, $0.0001 par value, issued and outstanding and6,325,000 Class B ordinary shares, $0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for theyear ended December 31, 2025, originally filed on March 26, 2026 (the “Original Filing”) by Pioneer Acquisition I Corp (the“Company”). The Company is filing this Amendment to add Exhibit 97.1, the Company’s Policy on Recoupment of IncentiveCompensation (adopted as of May 22, 2025), which was inadvertently omitted from the Original Filing. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of andfor the periods covered in the Original Filing, and the Company has not updated the disclosures contained therein to reflect anysubsequent events. EXHIBIT INDEX ExhibitNo.Description1.1*Underwriting Agreement, dated June 17, 2025, by and between the Registrant and Cantor Fitzgerald & Co., asrepresentative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report filed onForm 8-K (File No. 001-42709) filed with the Securities and Exchange Commission on June20, 2025.3.1*Memorandum and Articles of Association(incorporated by reference to Exhibit 3.1 to the Company’s R