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1、S-1 1 pioneeracq1_s1.htm S-1 As filed with the U.S.Securities and Exchange Commission on May 29,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Pioneer Acquisition I Corp(Exact name of registr

2、ant as specified in its charter)Cayman Islands 6770 N/A(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Mitchell Creem131 Concord StreetBrooklyn,NY 11201Telephone:(347)720-2907(Address,including z

3、ip code,and telephone number,including area code,of registrants principal executive offices)Winston&Strawn LLP800 Capitol St.STE 2400Houston,TX 77002Telephone:(713)651-2600(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Michael J.BlankenshipWi

4、nston&Strawn LLP800 Capitol St.STE 2400Houston,TX 77002Telephone:(713)651-2600 Douglas S.Ellenoff,Esq.Stuart Neuhauser,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the AmericasNew York,NY 10105(212)370-1300 Approximate date of commencement of proposed sale to the public:As soon as practicable afte

5、r the effective date ofthis registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant toRule 415 under the Securities Act of 1933 check the following box.If this Form is filed to register additional securities for an off

6、ering pursuant to Rule 462(b)under the Securities Act,pleasecheck the following box and list the Securities Act registration statement number of the earlier effective registration statement forthe same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securit

7、ies Act,check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182

8、912625004052/pioneeracq1_s1.htm1/266If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by chec

9、k mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,asmaller 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

10、 the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial

11、 accounting standards provided pursuant to Section 7(a)(2)(B)of theSecurities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay itseffective date until the Registrant shall file a further amendment which specifically states that this Regi

12、stration Statementshall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant tosaid Section 8(a),may determine.2025/5/30 14:

13、01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm2/266Table of Contents The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities unt

14、ilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offeror sale is not permitted.SUBJECT TO COMPLETION,

15、DATED May 29,2025$220,000,000 Pioneer Acquisition I Corp 22,000,000 Units Pioneer Acquisition I Corp is a blank check company incorporated as a Cayman Islands exempted company whosebusiness purpose is to effect a merger,share exchange,asset acquisition,share purchase,reorganization or similar busine

16、sscombination with one or more businesses or entities,which we refer to as our initial business combination.We have not selectedany specific business combination target and we have not,nor has anyone on our behalf,engaged in any substantive discussions,directly or indirectly,with any business combin

17、ation target with respect to an initial business combination with us.We may pursuean initial business combination target in any industry or geographic region.This is an initial public offering of our securities.Each unit has an offering price of$10.00 and consists of one Class Aordinary share and on

18、e-half of one redeemable warrant.Each whole warrant entitles the holder thereof to purchase one Class Aordinary share at a price of$11.50 per share,subject to adjustment as described herein.Only whole warrants are exercisable.Nofractional warrants will be issued upon separation of the units and only

19、 whole warrants will trade.The warrants will becomeexercisable 30 days after the completion of our initial business combination and will expire five years after the completion of ourinitial business combination or earlier upon redemption or our liquidation,as described herein.The underwriters have a

20、 45-dayoption from the date of this prospectus to purchase up to 3,300,000 additional units to cover over-allotments,if any.We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary sharesupon the completion of our initial business combination

21、at a per-share price,payable in cash,equal to the aggregate amount then ondeposit in the trust account described below as of two business days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account(net of amounts withdrawn to pa

22、y our income taxes),divided by thenumber of then outstanding Class A ordinary shares that were sold as part of the units in this offering,which we refer tocollectively as our public shares.Notwithstanding the foregoing,if we seek shareholder approval of our initial businesscombination and we do not

23、conduct redemptions in connection with our initial business combination pursuant to the tender offerrules,our amended and restated memorandum and articles of association will provide that a public shareholder,together with anyaffiliate of such shareholder or any other person with whom such sharehold

24、er is acting in concert or as a“group”(as defined underSection 13 of the Exchange Act),will be restricted from redeeming its shares with respect to more than an aggregate of 15%of theshares sold in this offering,without our prior consent,as described in more detail in this prospectus.See“SummaryThe

25、Offering Limitation on redemption rights of shareholders holding 15%or more of the shares sold in this offering if we hold shareholdervote”on page 39 of the prospectus.Additionally,as our amended and restated memorandum and articles of association providesthat we may not consummate an initial busine

26、ss combination if we cannot maintain net tangible assets of$5,000,001 upon suchbusiness combination,we may redeem up to such number of Class A ordinary shares that would permit us to maintain net tangibleassets of$5,000,001.If our business combination requires us to use substantially all of our cash

27、 to pay the purchase price,we maynot be able to consummate our initial business combination.For further information,see“SummaryThe OfferingLimitation onredemption rights of shareholders holding 15%or more of the shares sold in this offering if we hold shareholder vote”on page 39of the prospectus and

28、“Risk FactorsRisks Relating to our Search for,and Consummation of or Inability to Consummate,aBusiness CombinationThe ability of a large number of our shareholders to exercise redemption rights may not allow us toconsummate the most desirable business combination or optimize our capital structure”on

29、 page 49 of the prospectus.Except forincome taxes,the proceeds placed in the trust account and the interest earned thereon shall not be used to pay for possible excisetax or any other fees or taxes that may be levied on the company pursuant to any current,pending or future rules or laws,includingwit

30、hout limitation any excise tax due under the Inflation Reduction Act of 2022(“IRA”)on any redemptions or stock buybacks bythe company.We will have 24 months from the closing of this offering,or until such earlier liquidation date as our board ofdirectors may approve,to consummate an initial business

31、 combination.Our public shareholders will be permitted to redeem theirshares regardless of whether they abstain,vote for,vote against,or vote at all with respect to the proposed business combination.We have until the date that is 24 months from the closing of this offering or until such earlier liqu

32、idation date as our board ofdirectors may approve,to consummate our initial business combination.If we anticipate that we may be unable to consummate ourinitial business combination within such 24-month period,we may seek shareholder approval to amend our amended and restatedmemorandum and articles

33、of association to extend the date by which we must consummate our initial business combination.Thereis no limit on the number of extensions that we may seek;however,we do not expect to extend the time period to consummate ourinitial business combination beyond 36 months from the closing of this offe

34、ring(any such extension would be made in compliancewith Nasdaq Rule 5101-2(d).Such a vote,under Cayman Islands law,must be approved by at least two-thirds of our ordinary2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/204

35、0381/000182912625004052/pioneeracq1_s1.htm3/266shares who,being entitled to do so,attend and vote(either in person or by proxy)at a general meeting of the company.Asdescribed herein,our initial shareholders,executive officers,and directors have agreed that they will not propose any suchamendment unl

36、ess we provide our public shareholders with the opportunity to redeem their public shares upon approval of anysuch amendment at a per share price,payable in cash,equal to the aggregate amount then on deposit in the trust account,includinginterest earned on the funds held in the trust account(net of

37、amounts withdrawn to pay our income taxes),divided by the number ofthen-outstanding public shares,subject to the limitations described herein.If we are not able to complete an extension during thistime period,we may be forced to liquidate.2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/0001829126

38、25004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm4/266Table of Contents Our sponsor,Pioneer Acquisition 1 Sponsor Holdco LLC,Cantor Fitzgerald&Co.and Odeon Capital Group LLC havecommitted to purchase an aggregate of 6,400,000 private plac

39、ement warrants,at a price of$1.00 per warrant,for an aggregatepurchase price of$6,400,000,in a private placement that will close simultaneously with the closing of this offering.Our sponsorwill purchase 4,200,000 private placement warrants,and Cantor Fitzgerald&Co.and Odeon Capital Group LLC will pu

40、rchase anaggregate of 2,200,000 private placement warrants.Each private placement warrant entitles the holder thereof to purchase oneClass A ordinary share at$11.50 per share,subject to adjustment as described in this prospectus.institutional investors(none ofwhich are affiliated with any member of

41、our management,our sponsor or any other investor),which we refer to as the“non-managing sponsor members”throughout this prospectus,have expressed an interest to purchase,indirectly through the purchase ofnon-managing member units,an aggregate of 2,700,000 private placement warrants at a price of$1.0

42、0 per warrant($2,700,000 inthe aggregate)whether or not the underwriters over-allotment option is exercised in full,of the 4,200,000 private placementwarrants to be purchased by our sponsor through the purchase of non-managing sponsor units in a private placement that will closesimultaneously with t

43、he closing of this offering.Subject to each non-managing sponsor member purchasing,indirectly through thesponsor,the private placement warrants allocated to it in connection with the closing of this offering,the sponsor will issue sponsorunits at a nominal purchase price to the non-managing sponsor

44、members reflecting interests in an aggregate of 2,160,000 Class Bordinary shares held by the sponsor.The non-managing sponsor investors will share in any appreciation of the founder sharesthrough their membership interests in the sponsor if we successfully complete a business combination.Accordingly

45、,non-managingsponsor investors interests in the founder shares owned by them indirectly through their membership interests in the sponsor mayprovide them with an incentive to vote any public shares they own in favor of a business combination,and make a substantial profiton such interests,even if the

46、 business combination is with a target that ultimately declines in value and is not profitable for otherpublic shareholders.Further,the issuance of additional ordinary or preference shares may significantly dilute the equity interest ofpublic shareholders.The non-managing sponsor members purchase of

47、 units in the offering is not conditioned on their indirectpurchase of private placement warrants and founder shares or vice versa.We do not believe that any purchases by the non-managing sponsor members will impact our ability to meet Nasdaq listing requirements,and per Nasdaq listing requirements

48、theUnderwriters anticipate being able to timely deliver requisite representation letters to Nasdaq attesting to the companyscompliance with certain Nasdaq listing requirements.None of the non-managing sponsor members have expressed to us an interest in purchasing any of the units in thisoffering and

49、 neither us nor the Underwriters has had discussions with any non-managing sponsor members regarding any purchasesof units in this offering.Any potential purchase of the non-managing sponsor membership interests would not be contingent uponthe participation in this offering or vice-versa.If the non-

50、managing sponsor members purchase units in the offering,and dependingon how many units are purchased by the non-managing sponsor members,the post-offering trading volume,volatility and liquidityof our securities may be reduced relatively to what they would have been had the units been more widely so

51、ld to other publicinvestors.We do not expect any potential purchase of units by non-managing sponsor members to negatively impact our ability tomeet Nasdaq listing eligibility requirements.In addition,the Underwriters have full discretion to allocate the units to investors andmay determine not to se

52、ll any units to the non-managing sponsor members,and in no case would any of the non-managing sponsormembers be sold more than 9.9%of the units to be sold in this offering.The underwriters would receive the same upfront discountsand commissions and deferred underwriting commissions on units purchase

53、d by the non-managing sponsor members,if any,as itwill on the other units sold to the public in this offering.In addition,if the non-managing sponsor members purchase units in theoffering,the non-managing sponsor members would not have any obligation to vote any of their public shares in favor of ou

54、r initialbusiness combination.Nevertheless,the non-managing sponsor members would be incentivized to vote any of their public shares,if any,in favor of a business combination due to their indirect ownership through the sponsor of founder shares and Class Aordinary shares and private placement warran

55、ts.For a discussion of certain additional arrangements with the non-managing sponsormembers,see“Summary The Offering Expressions of Interest.”In the event that the non-managing sponsor memberspurchase such units(either in this offering or after)and vote them in favor of our initial business combinat

56、ion,no affirmative votesfrom other public shareholders would be required to approve our initial business combination.However,because the non-managingsponsor members are not obligated to continue owning any public shares following the closing of this offering and are notobligated to vote any public s

57、hares in favor of our initial business combination,we cannot assure you that any of these non-managing sponsor members will be public shareholders at the time our shareholders vote on our initial business combination,and,if they are public shareholders,we cannot assure you as to how such non-managin

58、g sponsor members will vote on any businesscombination.2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm5/266Table of Contents As more fully discussed in“Management Conflicts of

59、 Interest,”each of our officers and directors presently has,andany of them in the future may have additional,fiduciary,contractual or other obligations or duties to one or more other entitiespursuant to which such officer or director is or will be required to present a business combination opportuni

60、ty to such entities.Oursponsor and members of our management team will directly or indirectly own our securities following this offering,andaccordingly,they may have a conflict of interest in determining whether a particular target business is an appropriate business withwhich to effectuate our init

61、ial business combination.The low price that our sponsor,executive officers and directors(directly orindirectly)paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantialprofit even if we select an acquisition target that subsequently decl

62、ines in value and is unprofitable for public shareholders.If weare unable to complete our initial business combination within 24 months from the closing of this offering,or by such earlierliquidation date as our board of directors may approve,the founder shares and private placement warrants may bec

63、ome worthless,except to the extent they receive liquidating distributions from assets outside the trust account,which could create an incentive forour sponsor,executive officers and directors to complete a transaction even if we select an acquisition target that subsequentlydeclines in value and is

64、unprofitable for public shareholders.Further,each of our officers and directors may have a conflict ofinterest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directorswas included by a target business as a condition to any agreem

65、ent with respect to our initial business combination.Additionally,wewill reimburse our sponsor or an affiliate thereof in an amount equal to$10,000 per month for office space and administrativesupport made available to us,as described elsewhere in this prospectus.Upon consummation of this offering,w

66、e will repay up to$300,000 in loans made to us by our sponsor to cover a portion of the expenses of this offering.In the event that following thisoffering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination,up to$1,500,000 of such

67、 loans may be convertible into warrants described below at a price of$1.00 per warrant at the option of ourlender.Additionally,members of our management team will be entitled to reimbursement for any out-of-pocket expenses related toidentifying,investigating and completing an initial business combin

68、ation.As a result,there may be actual or potential materialconflicts of interest between members of our management team,our sponsor and its affiliates on one hand,and purchasers in thisoffering on the other.See“Summary Our Sponsor,”“Summary Initial Business Combination,”“Summary The Offering Transfe

69、r Restrictions on Founder Shares,”“Summary The Offering Conflicts of interest,”“Proposed Business Effecting ourInitial Business Combination”and“Management Conflicts of Interest”for more information.Prior to the date of this prospectus,6,325,000 Class B ordinary shares issued and outstanding are held

70、 of record by ourinitial shareholders,so that our initial shareholders will own approximately 20%of our issued and outstanding shares after thisoffering(assuming our insiders do not purchase units in this offering).Up to 825,000 Class B ordinary shares are subject to forfeiture by our sponsor depend

71、ing on the extent to which theunderwriters over-allotment option is exercised so that the founder shares will represent 20%of our issued and outstanding sharesafter this offering(assuming our initial shareholders do not purchase units in this offering).Additionally,if we increase or decreasethe size

72、 of this offering,we will effect a share capitalization or a compulsory redemption or redemption or other appropriatemechanism,as applicable,with respect to our Class B ordinary shares immediately prior to the consummation of this offering insuch amount as to maintain the number of founder shares,on

73、 an as-converted basis,at approximately 20%of our issued andoutstanding ordinary shares upon the consummation of this offering(assuming our initial shareholders do not purchase units in thisoffering).For further information about the adjustment of founder shares,see“Description of Securities”.In the

74、 case that additional Class A ordinary share,or equity-linked securities(as described herein),are issued or deemed inexcess of the amounts issued in this offering and related to the closing of our initial business combination,the ratio at which ClassB ordinary shares will convert into Class A ordina

75、ry shares will be adjusted(unless the holders of a majority of the issued andoutstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemedissuance)so that the number of Class A ordinary shares issuable upon conversion of all Class B ordi

76、nary shares will equal,in theaggregate 20%of the sum of(i)all Class A ordinary shares issued and outstanding upon the completion of this offering(includingany Class A ordinary shares issued pursuant to the underwriters over-allotment option),(ii)plus all Class A ordinary shares andequity-linked secu

77、rities issued or deemed issued in connection with our initial business combination(excluding any shares orequity-linked securities issued,or to be issued,to any seller in the initial business combination and any private placement-equivalent units issued to our sponsor or any of its affiliates or to

78、our officers or directors upon conversion of working capitalloans)and(iii)minus any redemptions of Class A ordinary shares by public shareholders in connection with an initial businesscombination;provided that such conversion of founder shares will never occur on a less than one-for-one basis.If we

79、increase ordecrease the size of the offering pursuant to Rule 462(b)under the Securities Act,we will effect a share capitalization or a sharerepurchase or redemption or other appropriate mechanism,as applicable,with respect to our Class B ordinary shares immediatelyprior to the consummation of the o

80、ffering in such amount as to maintain the ownership of founder shares by our initialshareholders,or an as-converted basis,at 20%of our issued and outstanding ordinary shares upon the consummation of thisoffering.Such dilution could materially increase to the extent that the anti-dilution provision o

81、f the founder shares resulted in theissuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of ourinitial business combination to maintain the number of founder shares at 20%(as described above).2025/5/30 14:01sec.gov/Archives/edgar/da

82、ta/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm6/266Table of Contents Our initial shareholders paid an original nominal aggregate purchase price of$25,000 for the founder shares,orapproximately$0.004 per share and c

83、urrently own an aggregate of 6,325,000 Class B ordinary shares(up to 825,000 shares ofwhich are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised),which(unless otherwise provided in an initial business combination agreement)will automatically

84、convert into Class A ordinary sharesconcurrently with or immediately following the consummation of our initial business combination,and may be converted at anytime prior to our initial business combination,at the option of the holder,on a one-for-one basis,subject to the adjustmentsdescribed herein.

85、Only holders of Class B ordinary shares will have the right to appoint directors prior to or in connection with thecompletion of our initial business combination.As of March 31,2025,our sponsor had loaned to us an aggregate of$Nil to be used to pay formation and a portion of theexpenses of this offe

86、ring,respectively.The loan is payable without interest on the date on which we consummate our initial publicoffering.If we determine not to proceed with the offering,such amounts would not be repaid.Additionally,in order to meet ourworking capital needs following the consummation of this offering un

87、til completion of an initial business combination,ourinsiders,officers and directors or their affiliates or designees may,but are not obligated to,loan us funds,from time to time or atany time,in whatever amount they deem reasonable in their sole discretion.The notes would either be paid upon consum

88、mation ofour initial business combination,without interest,or,at the lenders discretion,up to$1,500,000 of the notes,or the“workingcapital notes,”may be converted upon consummation of our business combination into working capital warrants at a price of$1.00per warrant,or the“working capital warrants

89、.”If we do not complete our initial business combination,the loans would be repaidout of funds not held in the trust account,and only to the extent available.However,other than the foregoing,our sponsor or any of their affiliates have not received and will not receive any otherform of compensation.F

90、or further information about compensation received or to be received by our sponsor,its affiliates orpromoters,the amount of securities issued or to be issued to our insiders,see“Proposed BusinessSourcing of Potential InitialBusiness Combination TargetsOur Sponsor”on page 122 of the prospectus.Each

91、of our insiders,including our sponsor,any affiliate of our sponsor,our directors or officers,may have interests thatmay be different from,in addition to or in conflict with yours.Since our sponsor,officers and directors and any other holder of ourfounder shares,including any non-managing sponsor mem

92、bers,will lose their entire investment in us if our initial businesscombination is not completed(other than with respect to any public shares they may acquire during or after this offering),andbecause our sponsor,officers and directors and any other holder of our founder shares,including any non-man

93、aging sponsormembers,directly or indirectly may profit substantially from a business combination as a result of their ownership of insider shareseven under circumstances where our Public Shareholders would experience losses in connection with their investment,a conflict ofinterest may arise in deter

94、mining whether a particular business combination target is appropriate for our initial businesscombination,including in connection with the shareholder vote in respect thereto.In addition,if any of our insiders become awareof a business combination opportunity that falls within the line of business

95、of any entity to which he or she has pre-existing fiduciary or contractual obligations,he or she may be required to present such business combination opportunity to suchentity,subject to his or her fiduciary duties under the Cayman Islands law,prior to presenting such business combinationopportunity

96、 to us.There may be actual or potential material conflict of interest between our Sponsor,its affiliates,or promoters,and yours.For further discussions on potential conflicts of interests between our insiders and the company or the PublicShareholders,see“Summary Conflicts of Interest,”“Proposed Busi

97、ness Sourcing of Potential Initial Business CombinationTargets Our Sponsor”and“Management Conflicts of Interest”on pages 29,122 and 155 of the prospectus.Because our sponsor acquired the founder shares at a nominal price,our public shareholders will incur an immediate andsubstantial dilution upon th

98、e closing of this offering.Further,the issuance of additional shares may significantly dilute the equityinterest of the public shareholders.See the sections titled“Dilution,”“Proposed Business,”and“Risk Factors Our initialshareholders paid an aggregate of$25,000 to cover certain of our offering cost

99、s in exchange for 6,325,000 founder shares,orapproximately$0.004 per founder share and,accordingly,you will experience immediate and substantial dilution from thepurchase of our Class A ordinary shares.”2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/ww

100、w.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm7/266Table of Contents There may be payment by the company to our sponsor,officers or directors,or our or their affiliates of a finders fee,advisory fee,consulting fee or success fee for any services they render in order to e

101、ffectuate the completion of our initial businesscombination.Further,commencing on the date our securities are first listed on the Nasdaq,subsequent to the closing of thisoffering,we will pay an affiliate of our sponsor$10,000 per month for office space,secretarial and administrative servicesprovided

102、 to members of our management team;upon completion of our initial business combination or our liquidation,we willcease paying these monthly fees.See the section entitled“ManagementOfficer and Director Compensation.”In addition to the anti-dilution adjustment described above,the founder shares are id

103、entical to the Class A ordinary shares,except that(a)they will automatically convert into our Class A ordinary shares at the time of our initial business combination,(b)they are subject to certain transfer restrictions;(c)prior to our initial business combination,only holders of the founder shares h

104、avethe right to vote on the appointment or removal of a member of the board of directors for any reason;(d)our insiders will enter intoa letter agreement(the“Letter Agreement”)with us immediately before the closing of the offering to waive their redemption rights,rights to liquidating distributions

105、from the Trust Accounts and other shareholder rights enjoyed by holders of the Class A ordinaryshares and(e)pursuant to the Letter Agreement,our insiders will agree to vote their founder shares in favor of any proposedbusiness combination(except that any public shares such parties may purchase in co

106、mpliance with the requirements of Rule 14e-5under the Exchange Act would not be voted in favor of approving the proposed business combination)and not to propose,or votein favor of,an amendment to our amended and restated memorandum and articles of association that would stop our PublicShareholders f

107、rom converting or selling their public shares to us in connection with a business combination or affect the substanceor timing of our obligation to redeem 100%of our public shares if we do not complete a business combination within 24 monthsfrom the closing of this offering unless we provide dissent

108、ing Public Shareholders with the opportunity to convert their publicshares into the right to receive cash from the Trust Account in connection with any such vote.For further information on thetransfer restrictions,see“Principal Shareholders Transfers of Founder Shares and Private Placement Warrants”

109、on page 164 ofthe prospectus;for other information,see“Description of Securities Founder Shares”on page 171 of the prospectus.The placement warrants and working capital warrants will be not redeemable by us until 30 days after the businesscombination and may be exercised on a cashless basis.If the w

110、arrants are exercised on a cashless basis,in accordance with theirterms,the holders of such warrants may acquire Class A ordinary shares at a nominal price and so our public shareholders mayincur an immediate and substantial dilution upon such cashless exercise.Because our sponsor acquired the found

111、er shares at a nominal price,our public shareholders will incur an immediate andsubstantial dilution upon the closing of this offering.Further,the issuance of additional shares may significantly dilute the equityinterest of the public shareholders.See the section titled“Risk Factors Our initial shar

112、eholders paid an aggregate of$25,000 tocover certain of our offering costs in exchange for 6,6,325,000 founder shares,or approximately$0.004 per founder share and,accordingly,you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.”The following table

113、illustrates the difference between the public offering price per unit and our net tangible book value pershare(“NTBV”),as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels andthe exercise in full and no exercise of the over-allotment option.S

114、ee the sections titled“Prospectus Summary Dilution”and“Dilution”for more information.OfferingPrice of$10.00 25%of MaximumRedemption(assumes 5,157,146 or5,933,059)50%of MaximumRedemption(assumes 10,314,293 or11,866,118)75%of MaximumRedemption(assumes 15,471,439 or17,799,177)MaximumRedemption(assumes

115、20,628,586 or23,732,236)NTBV NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice Assuming Full Exercise of Over-Allotment Option$7.66$7.12$2.89$6.26$3.74$4.65$5.35$0.63$9.37 As

116、suming No Exercise of Over-Allotment Option$7.68$7.15$2.86$6.29$3.71$4.70$5.30$0.73$9.27 2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm8/266Table of Contents Currently,there

117、is no public market for our units,Class A ordinary shares or warrants.We have applied to list our units onThe Nasdaq Global Market,or Nasdaq,under the symbol“PACHU”on or promptly after the date of this prospectus.We cannotguarantee that our securities will be approved for listing on Nasdaq.The Class

118、 A ordinary shares and warrants comprising the unitswill begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald&Co.(the“Representative”)informs us of its decision to allow earlier separate trading,subject to our satisfaction of certain conditions.Onceth

119、e securities comprising the units begin separate trading,we expect that the Class A ordinary shares and warrants will be listed onNasdaq under the symbols“PACH,”and“PACHW,”respectively.We are an“emerging growth company”and a“smaller reporting company”under applicable federal securities laws andwill

120、be subject to reduced public company reporting requirements.Investing in our securities involves a high degree of risk.See“Risk Factors”beginning on page 48 for a discussion of information that should be considered in connection with an investment inour securities.Investors will not be entitled to p

121、rotections normally afforded to investors in Rule 419 blank check offerings.Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful or complete.Any representation to the contrar

122、y is a criminal offense.Per Unit Total Public offering price$10.00$220,000,000 Underwriting discounts and commissions$0.65$14,300,000 Proceeds,before expenses,to us$9.35$205,700,000 (1)Includes$0.20 per unit sold in the base offering,or$4,400,000 in the aggregate,is payable upon the closing of this

123、offering.Includes$0.45 per unit sold in the base offering and$0.65 per unit on units sold pursuant to the underwriters options topurchase additional units,or$9,900,000 in the aggregate or up to$12,045,000 in the aggregate if the underwriters over-allotment option is exercised in full payable to unde

124、rwriters in this offering,for deferred underwriting commissions to beplaced in a trust account located in the United States and released to the underwriters only upon the completion of an initialbusiness combination.See also“Underwriting”for a description of compensation and other items of value pay

125、able to theunderwriters.Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus,$220,000,000,or$253,000,000 if the underwriters over-allotment option is exercised in full($10.00 per unit in either case),willbe deposited into a trust a

126、ccount in the United States with Continental Stock Transfer&Trust Company acting as trustee,afterdeducting$4,400,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of$2,000,000 to pay fees and expenses in connection with the closing of this offer

127、ing,repayment of loans from the sponsor and forworking capital following the closing of this offering.The proceeds to be placed in the trust account include$9,900,000 in deferredunderwriting commissions(or up to$12,045,000 in the aggregate if the overallotment is exercised in full).Except with respe

128、ct tointerest earned on the funds held in the trust account that may be released to us for payment of income taxes,if any,the funds heldin the trust account will not be released from the trust account until the earliest to occur of:(1)our completion of an initial businesscombination;(2)the redemptio

129、n of any public shares properly submitted in connection with a shareholder vote to amend ouramended and restated memorandum and articles of association(up to 36 months and in compliance with Nasdaq Rule 5101-2(d)(A)to modify the substance or timing of our obligation to allow redemption in connection

130、 with our initial business combination orto redeem 100%of our public shares if we do not complete our initial business combination within 24 months from the closing ofthis offering or(B)with respect to any other provision relating to shareholders rights or pre-initial business combination activity;a

131、nd(3)the redemption of our public shares if we have not completed an initial business combination within 24 months from theclosing of this offering,subject to applicable law.If we are unable to complete an initial business combination within the 24-monthperiod,we may seek an amendment to our amended

132、 and restated memorandum and articles of association to extend the period oftime we have to complete an initial business combination beyond 24 months.Our amended and restated memorandum and articlesof association will require a special resolution of our shareholders as a matter of Cayman Islands law

133、,meaning that such anamendment be approved by at least two-thirds of our ordinary shares who,being entitled to do so,attend and vote(either in personor by proxy)at a general meeting of the company.If we seek shareholder approval to extend beyond the 24-month period in whichto complete an initial bus

134、iness combination to a later date,we will offer our public shareholders the right to have their publicordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account,including interest(net ofamounts withdrawn to pay our income taxes and up to$100,000 of int

135、erest to pay dissolution expenses),as described in greaterdetail in this prospectus.Compensation paid and securities issued to the sponsor,its affiliates,and promoters as well as the anti-dilution adjustment to the founder shares may result in a material dilution of the purchasers equity interest.Se

136、e“Dilution,”“Underwriting”for descriptions of compensation and dilution.2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm9/266Table of Contents The underwriters are offering the

137、 units for sale on a firm commitment basis.The underwriters expect to deliver the units tothe purchasers on or about ,2025.Sole Book Running Manager Cantor Co-Manager Odeon Capital Group LLC ,2025 2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.

138、gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm10/266Table of Contents TABLE OF CONTENTS PAGESUMMARY 1SUMMARY FINANCIAL DATA 44RISKS 45RISK FACTORS 48CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 100USE OF PROCEEDS 101DIVIDEND POLICY 105DILUTION 106CAPITALIZATION 109MANA

139、GEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 110PROPOSED BUSINESS 116MANAGEMENT 146PRINCIPAL SHAREHOLDERS 161CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 166DESCRIPTION OF SECURITIES 168TAXATION 190UNDERWRITING 202LEGAL MATTERS 214EXPERTS 214WHERE YOU CAN F

140、IND ADDITIONAL INFORMATION 214INDEX TO FINANCIAL STATEMENTS F-1 We are responsible for the information contained in this prospectus.We have not authorized anyone to provide you withdifferent information,and we take no responsibility for any other information others may give to you.We are not,and the

141、underwriters are not,making an offer to sell securities in any jurisdiction where the offer or sale is not permitted.You should notassume that the information contained in this prospectus is accurate as of any date other than the date on the front of thisprospectus.i2025/5/30 14:01sec.gov/Archives/e

142、dgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm11/266Table of Contents TRADEMARKS This prospectus contains references to trademarks and service marks belonging to other entities.Solely for convenience,tradema

143、rks and trade names referred to in this prospectus may appear without the or symbols,but such references are notintended to indicate,in any way,that the applicable licensor will not assert,to the fullest extent under applicable law,its rights tothese trademarks and trade names.We do not intend our u

144、se or display of other companies trade names,trademarks or servicemarks to imply a relationship with,or endorsement or sponsorship of us by,any other companies.ii2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000

145、182912625004052/pioneeracq1_s1.htm12/266Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus.As this is asummary,it does not contain all of the information that you should consider in making an investment decision.You should read

146、this entire prospectus carefully,including the information under“Risk Factors”and our financial statements and the relatednotes included elsewhere in this prospectus,before investing.Unless otherwise stated in this prospectus or the context otherwise requires,references to:“amended and restated memo

147、randum and articles of association”refers to the amended and restated memorandumand articles of association of the company which will be adopted prior to the consummation of this offering;“we,”“us,”“company”or“our company”are to Pioneer Acquisition I Corp,a Cayman Islands exemptedcompany;“Cantor”are

148、 to Cantor Fitzgerald&Co.;“Companies Act”refers to the Companies Act(Revised)of the Cayman Islands as the same may be amended fromtime to time;“completion window”refers to the period following the completion of this offering at the end of which,if we havenot completed our initial business combinatio

149、n,we will redeem 100%of the public shares at a per share price,payable in cash,equal to the aggregate amount then on deposit in the trust account,including interest(net ofamounts withdrawn to pay our income taxes and up to$100,000 of interest to pay dissolution expenses),divided bythe number of then

150、 outstanding public shares,subject to applicable law and certain conditions and as furtherdescribed herein.The completion window ends(i)24 months from the closing of this offering;or(ii)such othertime period in which we must consummate an initial business combination pursuant to an amendment to oura

151、mended and restated memorandum and articles of association;“directors”are to our current directors and director nominees;“founder shares”are to Class B ordinary shares initially purchased by our sponsor in a private placement prior tothis offering and the Class A ordinary shares that will be issued

152、upon(i)the automatic conversion of the Class Bordinary shares at the time of our initial business combination or(ii)the conversion at any time prior to our initialbusiness combination,at the option of the holder,in each case as described herein.Prior to our initial businesscombination,only holders o

153、f founder shares have the right to appoint and remove directors;“initial shareholders”are to holders of our founder shares prior to this offering;“management”or our“management team”are to our executive officers and directors;“Odeon”are to Odeon Capital Group LLC;“ordinary shares”are to our Class A o

154、rdinary shares and our Class B ordinary shares;“placement warrant purchasers”are to,collectively,the sponsor,Cantor and Odeon;“private placement warrants”are to the warrants sold to the placement warrant purchasers in a private placementsimultaneously with the closing of this offering,which private

155、placement warrants are identical to the warrants soldas part of the units sold in this offering,subject to certain limited exceptions as described in this prospectus;12025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/204038

156、1/000182912625004052/pioneeracq1_s1.htm13/266Table of Contents “public shares”are to our Class A ordinary shares sold as part of the units in this offering(whether they arepurchased in this offering or thereafter in the open market);“public shareholders”are to the holders of our public shares,includ

157、ing our initial shareholders and/or members ofour management team to the extent our initial shareholders and/or members of our management team purchasepublic shares,provided that each initial shareholders and member of our management teams status as a“publicshareholder”will only exist with respect t

158、o such public shares;“public warrants”are to the warrants sold as part of the units in this offering(whether they are purchased in thisoffering or thereafter in the open market);“sponsor”are to Pioneer Acquisition 1 Sponsor Holdco LLC,a Delaware limited liability company;and “non-managing sponsor me

159、mbers”means institutional investors(none of which are affiliated with any memberof our management or any other investor)that have expressed an interest to purchase indirectly through thepurchase of non-managing sponsor units,an aggregate of 2,700,000 private placement warrants at a price of$1.00per

160、warrant($2,700,000 in the aggregate)whether or not the underwriters over-allotment option is exercised infull,of the 4,200,000 private placement warrants to be purchased by our sponsor through the purchase of non-managing sponsor units in a private placement;subject to each sponsor member purchasing

161、,through the sponsor,the private placement warrants allocated to it in connection with the closing of this offering,the sponsor will issuesponsor units at a nominal purchase price to the non-managing sponsor members at the closing of this offeringreflecting interests in an aggregate of 2,160,000 fou

162、nder shares held by the sponsor.The non-managing sponsormembers purchase of units in the offering is not conditioned on their indirect purchase of private placementwarrants and founder shares or vice versa.We do not believe that any purchases by the non-managing sponsormembers will impact our abilit

163、y to meet Nasdaq listing requirements,and per Nasdaq listing requirements theUnderwriters anticipate being able to timely deliver requisite representation letters to Nasdaq attesting to thecompanys compliance with certain Nasdaq listing requirements.General We are a blank check company incorporated

164、as an exempted company under the laws of the Cayman Islands onAugust 28,2024,which will seek to effect a merger,share exchange,asset acquisition,share purchase,reorganization or similarbusiness combination with one or more businesses or entities,which we refer to throughout this prospectus as our in

165、itialbusiness combination.While we may pursue an acquisition opportunity in any business,industry,sector or geographicallocation,we intend to focus on industries that complement our management teams and board of directors background andnetwork,and to capitalize on the ability of our management team

166、and board of directors to identify and acquire a business,focusing on the healthcare or healthcare related industries.To date,our efforts have been limited to organizational activities aswell as activities related to this offering.We have not selected any specific business combination target and we

167、have not,nor hasanyone on our behalf,engaged in any substantive discussions,directly or indirectly,with any business combination target withrespect to an initial business combination with us.We have generated no operating revenues to date and we do not expect thatwe will generate operating revenues

168、until we consummate our initial business combination.Our management team is comprised of individuals who bring a wealth of experience across diverse domains,includingthe healthcare sector,financial services,capital markets,special purpose acquisition companies,mergers and acquisitions,private equity

169、,and leadership roles in publicly traded firms.Each member of our team has a robust professional background thatspans several decades,and their collective expertise covers a broad spectrum of industries.22025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/w

170、ww.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm14/266Table of Contents Throughout their extensive careers,our management team has not only accumulated a deep understanding of theirrespective fields but has also earned the trust and respect of key stakeholders,including f

171、ounders,executives,investors,andindustry leaders.These relationships have been nurtured through their multifaceted roles as operators,private equity investors,and merger and acquisition specialists across a wide range of sectors.This extensive network and experience base encompassesareas such as lif

172、e sciences,medical devices and equipment,diagnostics,population health management,value-based care,digitalhealthcare,mental health and behavioral health services,and healthcare consulting and management.As a result,our management team and board of directors possesses a unique vantage point within th

173、ese industries,allowing us to access valuable insights,forge strategic partnerships,and identify promising investment opportunities that alignwith our objectives.During their extensive careers,we believe our management team and board of directors has earned the trust and respectof founders,executive

174、s,investors,and trendsetters in a wide range of sectors,including but not limited to life sciences,medicaldevices and equipment,diagnostics,population health management,value-based care,digital healthcare,mental health andbehavioral health services and healthcare services.These relationships have be

175、en cultivated by our management team throughtheir various roles as operators,investors and investment bankers.We believe that our management team and board of directors is well positioned to identify and execute compellingbusiness combination opportunities.Our objectives are to generate attractive r

176、eturns for shareholders and enhance value throughidentifying a high-quality target,negotiating favorable acquisition terms for our shareholders,and leveraging our expertise andnetwork to improve business performance of the newly-publicly listed company.While we may pursue an acquisition opportunity

177、in any business,industry,sector or geographical location,we intend tofocus on industries that complement our management teams background and network,and to capitalize on the ability of ourmanagement team and board of directors to identify and acquire a business.With respect to the foregoing experien

178、ces of our management team and board of directors,past performance is not aguarantee(i)that we will be able to identify a suitable candidate for our initial business combination or(ii)of success withrespect to any business combination we may consummate.You should not rely on the historical record of

179、 our managementteams performance as indicative of our future performance.For more information on the experience and background of ourmanagement team,see the section entitled“Management.”In addition,for a list of our executive officers and entities for which aconflict of interest may or does exist be

180、tween such officers and the company,as well as the priority and preference that suchentity has with respect to performance of obligations and presentation of business opportunities to us,please refer to the tableand subsequent explanatory paragraph under“Management Conflicts of Interest”.In addition

181、,we are not prohibited from pursuing an initial business combination with a company that is affiliated withour directors,officers or non-managing sponsor members.Our Insiders and Management One of our insiders is our sponsor,Pioneer Acquisition 1 Sponsor Holdco LLC,a Delaware limited liability compa

182、nywhich is solely owned and controlled by Mr.Mitchell Creem.The other insiders are officers and directors of the company.We believe that with their experience and skillsets insourcing,investing,and value-enhancement,we are well positioned in pursuing opportunities that will offer risk-adjustedreturn

183、s.32025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm15/266Table of Contents Our officers,directors and director nominees are as follows:Mitchell Creem,currently serves as our Ch

184、ief Executive Officer and Director.Mr.Creem has spent over 35 years as a“C-level”executive of healthcare organizations,and he brings strong business evaluation and operational experience to thecompany.He has served as a director of the Nutex Health,Inc.(Nasdaq:NUTX)since April 1,2022.Mr.Creem was on

185、 theboard of directors of Clinigence Holdings,Inc.from April 2019 until the merger with Nutex Health in April 2022.Mr.Creem iscurrently a principal at GreenRock Capital,a firm that provides healthcare and commercial real estate owners with a new formof low-cost capital for development,value-add and

186、recapitalization projects.Since July 2017,Mr.Creem has also served asPresident of The Bridgewater Healthcare Group,which provides hospital and health system management and performanceconsulting.From October 2015 to July 2017,Mr.Creem served as the Chief Executive and Administrative Officer of Verity

187、Health Systems of California,Inc.and certain of its subsidiaries(“Verity”),a six-hospital system in California.Prior to this,from October 2012 to October 2015,he served in various roles at ApolloMed,including time as the Chief Financial Officer andas a member of the Board.Prior to ApolloMed,he serve

188、d as the Chief Executive Officer of the Keck Hospital of University ofSouthern California(“USC”)and USC Norris Cancer Center.Prior to his tenure at USC,he served as the Chief Financial Officerand Associate Vice Chancellor of University of California,Los Angeles(“UCLA”)Health Sciences,including UCLA

189、MedicalCenter,the Geffen School of Medicine at UCLA,and UCLA Faculty Practice.Prior to UCLA,he served as Chief FinancialOfficer of Beth Israel Deaconess Medical Center,a Harvard University teaching hospital,and Chief Financial Officer of TuftsUniversity Medical Center.Prior to this,he worked for sev

190、eral years in a senior management position at the healthcare practicegroup of PricewaterhouseCoopers,where he was responsible for numerous consulting engagements,financial statement auditsand financial feasibility studies.Mr.Creem holds a Bachelor of Science in Accounting and Business Administration

191、 from BostonUniversity and a Master of Health Administration from Duke University.The company believes that Mr.Creems backgroundand experience in healthcare management roles make him well qualified to serve as a director.Kevin Schubert currently serves as our Chief Financial Officer.Mr.Schubert is a

192、n experienced business and legalprofessional with significant M&A and corporate experience.Prior to joining the company,Mr.Schubert held various roles atRubicon Technologies,Inc.(“Rubicon”)from August 2022 to May 2024,including,most recently as President as ofNovember 2022 and Chief Financial Office

193、r as of February 2023,each until May 2024.He previously served as ChiefDevelopment Officer and Head of Investor Relations since August 2022 at Rubicon.In addition,Mr.Schubert held seniorexecutive and advisory roles in multiple companies,including as a Consultant to Founder SPAC,the Rubicons predeces

194、sor,from December 2021 to May 2022 and as Chief Operating Officer of Altitude Acquisition Corp.from August 2020 toAugust 2022.From August 2017 through July 2020,Mr.Schubert served as the Senior Vice President of Corporate Developmentand Strategy at Red Rock Resorts,Inc.,where he led key M&A projects

195、 and strategic planning,oversaw corporate development,and worked extensively on all areas of corporate finance and investor relations.Mr.Schubert has a bachelors degree from theUniversity of Arizonas Eller College of Management,a masters of business administration degree from UCLAs AndersonSchool of

196、 Management,and a juris doctor degree from the UCLA School of Law.Mr.Schuberts education,experience andsuccess in the space sector,along with his proven record working with SPACs,qualify him to serve as our Chief FinancialOfficer.Michael DiMeo will be one of our directors as of the commencement of t

197、rading of our securities on Nasdaq.Mr.DiMeo currently serves as the Chief Executive Officer and Founder of Altitude Capital Group,a FINRA/SIPC broker-dealer,and Avenue 4 Capital Management Inc.,a firm specializing in managing private equity funds.Mr.DiMeo has held thesepositions,respectively since J

198、anuary 2024 and May 2018.With over two decades of experience in the finance industry,DiMeohas led the funding of multiple startups across technology,healthcare,finance,and energy sectors.His strategic insights andadept leadership continue to drive growth and operational excellence within his firms a

199、nd contribute to innovation across theindustry.Mr.DiMeo was selected as a director due to his experience in the financial services industry.Mark Fawcett will be one of our directors as of the commencement of trading of our securities on Nasdaq.Mr.Fawcett is currently Chief Financial Officer of Heali

200、ng Partners(Consonant Healing Holdco LLC.),where he started inMarch 2024.Healing Partners is a national provider focused on improving patient outcomes through a unique and effectivewound care treatment model.Prior to Healing Partners,Mr.Fawcett was Senior Vice President and Treasurer of FreseniusMed

201、ical Care from 2002 until 2023.Before Fresenius,Mr.Fawcett was director in Corporate Finance at BankBoston(acquiredby Fleet and then by Bank of America),joining in 1997.From June 2019 to June 2020,Mr.Fawcett served as a director ofClinigence Holdings,Inc.Mr.Fawcett served as a director of Astrana He

202、alth,Inc.from 2016 to 2019.Prior to corporate banking,he was an investment banker with Merrill Lynch in New York and London.His role in investment banking began in 1988 andfocused mainly on capital raising in public and private markets as well as mergers and acquisitions.Mr.Fawcett graduated witha B

203、.A.in psychology from Wesleyan University and an MBA from Columbia Business School with a dual concentration infinance and management.Mr.Fawcett was selected as a director due to his experience in banking and mergers and acquisitions.2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004

204、052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm16/26642025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm17/266Table of

205、Contents Past performance of our management team and advisors or their affiliates is not a guarantee either(i)of success withrespect to any business combination we may consummate or(ii)that we will be able to identify a suitable candidate for ourinitial business combination.You should not rely on th

206、e historical performance record of our management team and advisors ortheir affiliates as indicative of our future performance.Our officers and directors may have conflicts of interest with otherentities to which they owe fiduciary or contractual obligations with respect to initial business combinat

207、ion opportunities.For alist of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us,aswell as the priority and preference that such entity has with respect to performance of obligations and presentation of businessopportunities to us,

208、please refer to the table and subsequent explanatory paragraph under“Management Conflicts of Interest.”We believe our management team has the skills and experience to identify,evaluate and consummate a businesscombination and is positioned to assist businesses we acquire.However,our management teams

209、 network of contacts,and itsinvesting and operating experience,do not guarantee a successful initial business combination.The members of our managementteam are not required to devote any significant amount of time to our business and are involved with other businesses.We cannotguarantee that our cur

210、rent officers and directors will continue in their respective roles,or in any other role,after our initialbusiness combination,and their expertise may only be of benefit to us until we complete our initial business combination.Pastperformance by our management team is not a guarantee of success with

211、 respect to any business combination we mayconsummate.Our Sponsor Our sponsor is a Delaware limited liability company solely owned and controlled by Mr.Creem,a U.S.citizen.Otherthird-party accredited investors with pre-existing business relationships with our management team will have an indirect in

212、terestin our founder shares though membership interests in our sponsor,but other than Mr.Creem,no other person has a direct orindirect material interest in our sponsor.All of the founder shares held by the sponsor and not otherwise distributed to ourindependent directors,officers or the non-managing

213、 sponsor members,or such other accredited investors will be owned by Mr.Creem.In September 2024,our sponsor paid$25,000 for 6,325,000 founder shares(up to 825,000 shares of which are subjectto forfeiture depending on the extent to which the underwriters over-allotment option is exercised),for a purc

214、hase price ofapproximately$0.004 per share.Prior to the initial investment in the company of$25,000 by the sponsor,the company had noassets,tangible or intangible.The purchase price of the founder shares was determined by dividing the amount of cashcontributed to the company by the number of founder

215、 shares issued.Prior to the initial investment in the company of$25,000 bythe sponsor,the company had no assets,tangible or intangible.The number of founder shares outstanding was determined based on the expectation that the total size of this offeringwould be a maximum of 25,300,000 units if the un

216、derwriters over-allotment option is exercised in full,and therefore that suchfounder shares would represent approximately 20%of the outstanding shares after this offering.Up to 825,000 of the foundershares will be forfeited depending on the extent to which the underwriters over-allotment is exercise

217、d.The founder shares willbe worthless if we do not complete an initial business combination.In addition,the placement warrant purchasers havecommitted to purchase an aggregate of 6,400,000 private placement warrants for an aggregate purchase price of$6,400,000,or$1.00 per warrant,that will also be w

218、orthless if we do not complete our initial business combination.The founder shares are identical to the Class A ordinary shares of the company,except that(a)they will automaticallyconvert into our Class A ordinary shares at the time of our initial business combination,(b)they are subject to certain

219、transferrestrictions(see“Principal Shareholders Transfers of Founder Shares and Private Placement Warrants”on page 164 of theprospectus;for other information,see“Description of Securities Founder Shares”on page 171 of the prospectus);(c)prior toour initial business combination,only holders of the fo

220、under shares have the right to vote on the appointment or removal of amember of the board of directors for any reason;(d)our sponsor and each member of our management team have entered intothe Letter Agreement with us to waive their redemption rights,rights to liquidating distributions from the Trus

221、t Accounts andother shareholder rights enjoyed by holders of the Class A ordinary shares.52025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm18/266Table of Contents Our insiders w

222、ill enter into a letter agreement(the“Letter Agreement”)with us immediately before the closing of theoffering to waive their redemption rights,rights to liquidating distributions from the Trust Accounts and other shareholder rightsenjoyed by holders of the Class A ordinary shares,and pursuant to the

223、 Letter Agreement,our insiders will agree to vote theirfounder shares in favor of any proposed business combination and not to propose,or vote in favor of,an amendment to ouramended and restated memorandum and articles of association that would stop our public shareholders from converting orselling

224、their founder shares to us in connection with a business combination or affect the substance or timing of our obligation toredeem 100%of our public shares if we do not complete a business combination within 24 months from the closing of thisoffering unless we provide dissenting public shareholders w

225、ith the opportunity to convert their public shares into the right toreceive cash from the Trust Account in connection with any such vote.For further information on the transfer restrictions,see“Principal Shareholders Transfers of Founder Shares and Private Placement Warrants”on page 164 of the prosp

226、ectus;forother information,see“Description of Securities Founder Shares”on page 171 of the prospectus.Additionally,our initial shareholders have agreed not to transfer,assign or sell any of their founder shares until theearlier of(i)one year following the consummation of our initial business combina

227、tion;or(ii)subsequent to the consummation ofour initial business combination,the date on which we consummate a transaction which results in all of our shareholders havingthe right to exchange their shares for cash,securities,or other property subject to certain limited exceptions.The privateplacemen

228、t warrants(including the Class A ordinary shares issuable upon exercise of the private placement warrants)will not betransferable,assignable or salable until 30 days after the completion of our initial business combination,except as describedherein under“Principal Shareholders Transfers of Founder S

229、hares and Private Placement Warrants”on page 164 of thisprospectus.Our sponsor is a Delaware limited liability company solely owned and controlled by Mr.Creem.Although our sponsoris not expected to effect any transfer of the founder shares or private placement warrants its holds during the relevant

230、lock-upterms,certain transfers prior to the completion of our initial business combination are permitted for the founder shares andprivate placement warrants(including the underlying securities):(a)to our officers or directors or those of Cantor or Odeon,anyaffiliate or family member of any of our o

231、fficers or directors or those of Cantor or Odeon,any affiliate of our sponsor or these ofCantor or Odeon to any member of the sponsor or those of Cantor or Odeon,any of their affiliates,(b)in the case of anindividual,as a gift to such persons immediate family or to a trust,the beneficiary of which i

232、s a member of such personsimmediate family,an affiliate of such person or to a charitable organization;(c)in the case of an individual,by virtue of laws ofdescent and distribution upon death of such person;(d)in the case of an individual,pursuant to a qualified domestic relationsorder;(e)by private

233、sales or transfers made in connection with any forward purchase agreement or similar arrangement or inconnection with the consummation of a business combination at prices no greater than the price at which the shares or warrantswere originally purchased;(f)by virtue of the laws of the Cayman Islands

234、 or our sponsors or Cantors or Odeons formationdocuments or the winding-up and liquidation of our sponsor or of Cantor or Odeon,(g)in the event of our liquidation prior toour consummation of our initial business combination;or(h)in the event that,subsequent to our consummation of an initialbusiness

235、combination,we complete a liquidation,merger,share exchange or other similar transaction which results in all of ourshareholders having the right to exchange their Class A ordinary shares for cash,securities or other property;provided,however,that in the case of clauses(a)through(f)these permitted t

236、ransferees must enter into a written agreement agreeing to be bound bythese transfer restrictions and the other restrictions contained in the Letter Agreement.Pursuant to the letter agreement to be entered with us,each of our sponsor,directors and officers have agreed to a lock-up and restrictions o

237、n their ability to transfer,assign,or sell the founder shares.Further,the sponsor membership interests(including the interests held by non-managing members)are locked up and not transferable because the letter agreementprohibits indirect transfers.62025/5/30 14:01sec.gov/Archives/edgar/data/2040381/

238、000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm19/266Table of Contents While there is no current intention to do so,we may approve an amendment or waiver of the letter agreement thatwould allow the sponsor to directly,or membe

239、rs of our sponsor to indirectly,transfer founder shares or membership interests inour sponsor in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination.As aresult,there is a risk that our sponsor and our officers and directors may divest their owne

240、rship or economic interests in us or oursponsor,which would likely result in our loss of certain key personnel,including Mr.Creem.There can be no assurance that anyreplacement sponsor or key personnel will successfully identify a business combination target for us,or even if one is soidentified,succ

241、essfully complete such business combination.The securities held by the sponsor are expected to only be distributed directly to the members of the sponsor followingthe consummation of our initial business combination,provided that such members agree to become subject to the applicabletransfer restric

242、tions with respect to such securities,including the letter agreement.Indirect transfers of the securities held by thesponsor,such as to another member of the sponsor or their affiliate,a family member or a new member of the sponsor,may bepermitted with the prior consent of Mr.Creem,the managing memb

243、er of our sponsor,so long as such transfer complies with theapplicable transfer restrictions with respect to such securities described in the table above to the same extent as the partyoriginally subject to such restrictions.While non-managing members will not be a direct party to the letter agreeme

244、nt discussed,as a result of their ownershipof membership interests in the sponsor,they will be bound by the restrictions set forth above with respect to their allocatedfounder shares(including the restriction on transfer of their membership interests because the letter agreement prohibits indirecttr

245、ansfers).However,the non-managing sponsor members will not be subject to transfer restrictions or a lock-up agreement onany public units or public Class A ordinary shares that they may purchase in this offering.Except for the contractual restriction of the lock-up and applicable securities laws,ther

246、e is no other restriction on thesponsor or its beneficial owners ability to share,sell or otherwise dispose of part or all of the interests in our sponsor.Somepermissible transactions,such as the transfer of founder shares from our sponsor to an officer or consultant of the company,orthe issuance of

247、 new securities of the sponsor to a third party,may change the ownership structure or control among the sponsorand the management,or result in the control of the company by another party.In such scenarios,the public shareholders mayhave very limited influence over the management of the company.For f

248、urther information,see“Risk Factor Before aprospective target business is identified or the initial business combination is consummated,our sponsor or management maychange or divest their ownership interests in us.Such change or divestment could deprive us of key personnel and advisors,andthe public

249、 shareholders may have very limited influence over the management of the company as a result.”on page 50 of thisprospectus.Lock-up We,our sponsor and our executive officers and directors have agreed that,for a period of 180 days from the date of thisprospectus,we and they will not,without the prior

250、written consent of the representative,offer,sell,contract to sell,pledge,sellany option or contract to purchase,purchase any option or contract to sell,grant any option,right or warrant to purchase,lend orotherwise transfer or dispose of,directly or indirectly,any units,warrants,ordinary shares or a

251、ny other securities convertibleinto,or exercisable or exchangeable for,any units,ordinary shares,founder shares or warrants,subject to certain exceptions.Therepresentative in its sole discretion may release any of the securities subject to these lock-up agreements at any time withoutnotice,other tha

252、n in the case of the officers and directors,which shall be with notice.Our sponsor,officers and directors are alsosubject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreementdescribed herein.72025/5/30 14:01sec.gov/Archives/edgar/d

253、ata/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm20/266Table of Contents Our sponsor,officers and directors agreed not to transfer,assign or sell any founder shares until the earlier to occur of(A)one year after the

254、completion of our initial business combination or(B)subsequent to our initial business combination,(x)ifthe last sale price of our Class A ordinary shares equals or exceeds$12.00 per share(as adjusted for share sub-divisions,sharedividends,reorganizations,recapitalizations and the like)for any 20 tr

255、ading days within any 30-trading day period commencingat least 150 days after our initial business combination,or(y)the date on which we complete a liquidation,merger,shareexchange,reorganization or other similar transaction that results in all of our shareholders having the right to exchange theiro

256、rdinary shares for cash,securities or other property(except with respect to permitted transferees as described in the section ofthis prospectus entitled“Principal Shareholders Transfers of Founder Shares and Private Placement Warrants”).The privateplacement warrants and the warrants that may be issu

257、ed upon conversion of working capital notes(including the Class Aordinary shares issuable upon conversion or exercise of such warrants)will not be transferable,assignable or saleable by oursponsor(as applicable)or their permitted transferees until 30 days after the completion of our initial business

258、 combination(except with respect to permitted transferees as described herein under the section of this prospectus entitled“PrincipalShareholders Transfers of Founder Shares and Private Placement Warrants”).Because our sponsor acquired the founder shares at a nominal price,our public shareholders wi

259、ll incur an immediateand substantial dilution upon the closing of this offering.Further,the issuance of additional shares may significantly dilute theequity interest of the public shareholders.See the section titled“Risk Factors Our initial shareholders paid an aggregate of$25,000 to cover certain o

260、f our offering costs in exchange for 6,325,000 founder shares,or approximately$0.004 per foundershare and,accordingly,you will experience immediate and substantial dilution from the purchase of our Class A ordinaryshares.”The non-managing sponsor members will share in any appreciation of the founder

261、 shares through their membershipinterests in the sponsor if we successfully complete a business combination.Accordingly,non-managing sponsor membersinterests in the founder shares owned by them indirectly through their membership interests in the sponsor may provide themwith an incentive to vote any

262、 public shares they own in favor of a business combination,and make a substantial profit on suchinterests,even if the business combination is with a target that ultimately declines in value and is not profitable for other publicshareholders.Business Strategy Our strategy is centered around three cor

263、e pillars:Creative Transaction Sourcing:We are committed to identifying unique and innovative approaches to sourcingpotential transactions.Leveraging our extensive network,we aim to tap into a wide array of opportunities.Leveraging Management Expertise:The collective experience and expertise of our

264、management team and boardof directors serve as invaluable assets.We will leverage this wealth of knowledge to provide guidance and attentionto potential business combination targets,ensuring they align with our strategic vision.Financial Market Insights:We believe our deep understanding of financial

265、 markets,financing options,andoverall corporate strategy positions us to make informed decisions.We will harness this knowledge to further ourobjectives.We believe our approach to target selection will be greatly enhanced by our management teams and board of directorsvast network of industry experts

266、,venture capital investors,private equity sponsors,credit investors,members of the lendingcommunity,and relationships with management teams of both public and private companies.These relationships are expected toyield a diverse array of business combination opportunities.We are committed to adopting

267、 a proactive and thematic sourcing strategy,concentrating our efforts on companies wherewe believe our leadership experience,relationships,capital,and expertise in capital markets can serve as catalysts fortransformation.Our aim is to accelerate the growth and performance of our target companies.Fol

268、lowing the completion of this offering,our management team and board of directors will engage with their extensivenetwork of relationships to articulate our initial business combination criteria.This will include defining the parameters of oursearch for a target business.Subsequently,we will initiat

269、e a disciplined and thorough process of pursuing and evaluatingpromising leads.82025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm21/266Table of Contents Competitive Strengths We

270、 firmly believe the collective capabilities of our management team and board of directors will provide us with anabundant pipeline of opportunities from which to carefully evaluate and select a business that can benefit significantly from ourexpertise.We believe the strengths demonstrated by many of

271、 our management team members and board of directors in previousSPAC business combinations serve as a testament to our commitment to leverage these strengths for the benefit of ourshareholders.Our competitive strengths include:1.Investing Experience:We believe our management team and board of directo

272、rs boasts a remarkable track recordof identifying and sourcing blank-check transactions,alongside their broader investment acumen.This positions usfavorably to thoughtfully assess potential business combinations and select those that will resonate well with thepublic markets.Our management team has,

273、however,participated in several blank-check transactions that did notcomplete their initial public offerings,and Altitude Acquisition Corp has been delisted from Nasdaq,and it has notyet completed an initial business combination.See the section entitled“ManagementPrevious SPAC Experience”on page 149

274、 of this registration statement for additional information.2.Differentiated Sourcing Capabilities and Industry Access:We firmly believe that the capabilities andconnections of our management team and board of directors provide us with a sourcing advantage that ischallenging for other market particip

275、ants to replicate.Our teams extensive industry relationships and reputation,particularly within the healthcare space ecosystem,further bolster our sourcing capabilities.3.Capital Markets Expertise:Our management teams and board of directors substantial capital markets expertisemakes us an attractive

276、 business combination partner for target businesses.This includes various financingarrangements such as equity,debt,and mezzanine capital,both through private raises and public offerings.4.Execution&Structuring Capability:We believe that our management teams and board of directors expertiseand reput

277、ation position us to source and complete transactions with distinctive structural attributes that createcompelling investment theses.These transactions are typically complex,requiring creativity,industry knowledge,rigorous due diligence,extensive negotiations,and meticulous documentation.By focusing

278、 on these types oftransactions,we aim to generate investment opportunities characterized by attractive risk/reward profiles based ontheir valuations and structural characteristics.5.Ability To Drive Business Growth:Our management team and board of directors is well-equipped to create valuefor a targ

279、et company both during the public listing transaction and after the merger is completed.Through ourexpansive access and network,we can assist a target in forging new partnerships,uncovering revenueopportunities,accessing communication channels for customers and investors,recruiting seasoned executiv

280、es anddirectors,securing additional capital,optimizing capital structure,evaluating strategic alternatives and acquisitions,and implementing other value-enhancing initiatives.6.Comprehensive Capabilities:We believe that our comprehensive suite of capabilities will strongly resonate withpotential tar

281、gets,particularly those within the healthcare ecosystem.This detailed overview underscores the robust strengths of our management team and board of directors and theirability to execute our strategic vision effectively.Investment Criteria Our investment strategy is guided by a set of high-level,non-

282、exclusive criteria designed to help us identify and evaluatetarget businesses.These criteria are indicative of our commitment to seeking out opportunities that align with our strategic visionand provide compelling value for our investors.While these criteria provide a foundational framework for our

283、investmentdecisions,they are by no means exhaustive,and we remain flexible and adaptable in our approach.Our overarching goal is toidentify businesses that can thrive within the public markets and leverage our collective capabilities for mutual success.Target Size:We intend to focus on businesses wi

284、th an aggregate enterprise value ranging from$160 million to$2.0 billion.This deliberate size range allows us to identify opportunities that align with our investment strategyand provide attractive prospects for growth and value creation.92025/5/30 14:01sec.gov/Archives/edgar/data/2040381/0001829126

285、25004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm22/266Table of Contents Scalable Growth Platform:Our interest lies in businesses that possess the inherent potential for scalable growth.We are drawn to companies that can efficiently expan

286、d their operations,enabling them to capture new markets,respond effectively to increased demand,and sustain growth over time.We recognize that scalability is a key driverof long-term success and value creation.Strong Competitive Positioning:We seek businesses that are underperforming in their potent

287、ial and have a robustcompetitive edge,underpinned by factors such as defensible technologies,a strong intellectual property portfolio,and distinct advantages that protect their competitive position and foster a culture of innovation.We understand theimportance of differentiation and innovation in ma

288、intaining a leading market presence.Committed and Capable Management Team:The management team of our target business is of paramountimportance.We aim to acquire companies led by professional management teams whose interests are harmoniouslyaligned with those of our investors.We view the synergy betw

289、een our management team and that of the targetbusiness as a vital component of our investment strategy.If necessary,we are open to enhancing andcomplementing the capabilities of the targets management team or board by leveraging our extensive network torecruit additional talent.Public Company Benefi

290、ts:We intend to acquire businesses that can maximize the advantages of being publiclytraded.This includes access to broader capital markets and increased visibility,both of which can contributesignificantly to the companys growth and overall success.We recognize that the transition to a public compa

291、ny isa critical juncture,and we aim to support businesses in harnessing the potential that comes with thistransformation.Sourced through Proprietary Channels:Our approach to sourcing opportunities is distinctive.We do notanticipate participating in broadly marketed processes.Instead,we rely on our p

292、roprietary network and extensiverelationships to source potential business combinations.This approach allows us to access unique opportunities thatmay not be readily available through conventional channels.Leveraging Unique Capabilities:One of our core strengths lies in our collective capabilities,e

293、ncompassing awealth of experience,industry knowledge,and a diverse network of contacts.We are committed to identifyingbusinesses where these collective capabilities can be leveraged to create tangible improvements in operations andmarket positioning.We believe that our ability to add substantial val

294、ue is a cornerstone of our investment strategy.It is essential to note that while these criteria provide a foundational framework,our evaluation process extends beyondthese general guidelines.We remain open to considering other factors,considerations,and criteria that our management deemsrelevant to

295、 the merits of a particular initial business combination.Our flexibility and adaptability in evaluating opportunities areindicative of our commitment to securing investments that offer substantial growth potential and value for our investors.As weembark on our journey,we are dedicated to upholding t

296、hese principles and maintaining the highest standards of diligence andstrategic acumen.These criteria are not intended to be exhaustive.Any evaluation relating to the merits of a particular initial businesscombination may be based,to the extent relevant,on these general guidelines as well as on othe

297、r considerations,factors andcriteria that our management may deem relevant.Our Acquisition Process In evaluating a prospective target business,we expect to conduct a thorough due diligence review that will encompass,among other things,meetings with incumbent management and employees,document reviews

298、,inspection of facilities,as well asa review of financial,operational,legal and other information which will be made available to us.We have not,nor has anyone on our behalf,engaged in any substantive discussions,directly or indirectly,with anybusiness combination target.From the period commencing w

299、ith our formation through the date of this prospectus,there havebeen no communications or discussions between any of our officers,directors or our sponsor and any of their potential contactsor relationships regarding a potential initial business combination.Additionally,we have not engaged or retain

300、ed any agent orother representative to identify or locate any suitable acquisition candidate,to conduct any research or take any measures,directly or indirectly,to locate or contact a target business.Accordingly,there is no current basis for investors in this offering toevaluate the possible merits

301、or risks of the target business with which we may ultimately complete our initial businesscombination.Although our management will assess the risks inherent in a particular target business with which we maycombine,we cannot assure you that this assessment will result in our identifying all risks tha

302、t 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 chancesthat those risks will adversely impact a target business.2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1

303、.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm23/266 102025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm24/266Table of Contents Our abi

304、lity to identify and evaluate a target may be impacted by significant competition among other SPACs inpursuing business combination transaction candidate and that significant competition may impact the attractiveness of theacquisition terms that we will be able to negotiate.In recent years,the numbe

305、r of special purpose acquisition companies that have been formed has increased substantially.Many potential targets for special purpose acquisition companies have already entered into an initial business combination,andthere are still many special purpose acquisition companies preparing for an initi

306、al public offering,as well as many suchcompanies currently in registration.As a result,at times,fewer attractive targets may be available to consummate an initialbusiness combination.In addition,because there are more special purpose acquisition companies seeking to enter into an initial businesscom

307、bination with available targets,the competition for available targets with attractive fundamentals or business models mayincrease,which could cause targets companies to demand improved financial terms.Attractive deals could also become scarcerfor other reasons,such as economic or industry sector dow

308、nturns(including a negative public perception of mergers involvingSPACs),geopolitical tensions,or increases in the cost of additional capital needed to close business combinations or operatetargets post-business combination.This could increase the cost of,delay or otherwise complicate or frustrate o

309、ur ability to findand consummate an initial business combination and may result in our inability to consummate an initial business combinationon terms favorable to our investors altogether.Initial Business Combination Our initial business combination must occur with one or more operating businesses

310、or assets with a fair market valueequal to at least 80%of the net assets held in the trust account(excluding the deferred underwriting commissions and taxes paidor payable on the income earned on the trust account)at the time of the execution of a definitive agreement for such businesscombination.Ou

311、r 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 our initial business combination,we willobtain an opinion from an independent investment banking

312、firm or another independent entity that commonly renders valuationopinions with respect to the satisfaction of such criteria.While we consider it unlikely that our board of directors will not be ableto make an independent determination of the fair market value of our initial business combination,it

313、may be unable to do so if itis less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to thevalue of the targets assets or prospects.We anticipate structuring our initial business combination so that the post-transaction company in

314、 which our publicshareholders 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-transaction company owns or acquires less than 100%ofsuch interests or assets of the ta

315、rget business in order to meet certain objectives of the target management team or shareholdersor for other reasons,but we will only complete such business combination if the post-transaction company owns or acquires50%or more of the outstanding voting securities of the target or otherwise acquires

316、a controlling interest in the target sufficientfor it not to be required to register as an investment company under the Investment Company Act of 1940,as amended,or theInvestment Company Act.Even if the post-transaction company owns or acquires 50%or more of the voting securities of thetarget,our sh

317、areholders prior to the business combination may collectively own a minority interest in the post-transactioncompany,depending on valuations ascribed to the target and us in the business combination transaction.For example,we couldpursue a transaction in which we issue a substantial number of new sh

318、ares in exchange for all of the outstanding capital stock,shares or other equity interests of a target.In this case,we would acquire a 100%controlling interest in the target.However,as aresult of the issuance of a substantial number of new shares,our shareholders immediately prior to our initial bus

319、inesscombination could own less than a majority of our outstanding shares subsequent to our initial business combination.If less than100%of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,the portion of such business or business

320、es that is owned or acquired is what will be taken into account for purposes of the 80%fair market value test described above.If the business combination involves more than one target business,the 80%fair marketvalue test will be based on the aggregate value of all of the target businesses.We are no

321、t prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor,executive officers or directors,or completing the business combination through a joint venture or other form of sharedownership with our sponsor,executive officers or directors.In the event

322、we seek to complete an initial business combinationwith a target that is affiliated with our sponsor,executive officers or directors,we,or a committee of independent directors,would obtain an opinion from an independent investment banking firm or another independent entity that commonly rendersvalua

323、tion opinions stating that such an initial business combination is fair to our company from a financial point of view and amajority of our disinterested and independent directors approve such transaction.2025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/w

324、ww.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm25/266112025/5/30 14:01sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2040381/000182912625004052/pioneeracq1_s1.htm26/266Table of Contents Members of our manag

325、ement team(including our independent directors)may directly or indirectly own founder sharesand/or private placement warrants following this offering and,accordingly,may have a conflict of interest in determiningwhether a particular target business is an appropriate business with which to effectuate

326、 our initial business combination.The lowprice that our sponsor and/or our executive officers and directors(directly or indirectly)paid for the founder shares creates anincentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition targettha

327、t subsequently declines in value and is unprofitable for public shareholders.If we are unable to complete our initial businesscombination within the completion window,the founder shares and private placement warrants may expire worthless,except tothe extent the holders thereof receive liquidating di

328、stributions from assets outside the trust account,which could create anincentive for our sponsor and our executive officers and directors to complete any transaction,regardless of its ultimate value.Further,each of our officers and directors may have a conflict of interest with respect to evaluating

329、 a particular businesscombination if the retention or resignation of any such officers and directors was included by a target business as a condition toany agreement with respect to our initial business combination.Each of our officers and directors presently has,and any of them in the future may ha

330、ve additional,fiduciary orcontractual obligations to another entity pursuant to which such officer or director is or will be required to present a businesscombination opportunity to such entity.Accordingly,if any of our officers or directors becomes aware of a business combinationopportunity which i

331、s suitable for an entity to which he or she has then current fiduciary or contractual obligations,he or she willhonor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity,subject to their fiduciary duties under Cayman Islands law.Our a

332、mended and restated memorandum and articles of associationprovide that,to the fullest extent permitted by applicable law:(i)no individual serving as a director or an officer shall have anyduty,except and to the extent expressly assumed by contract,to refrain from engaging directly or indirectly in t

333、he same orsimilar business activities or lines of business as us,and(ii)we renounce any interest or expectancy in,or in being offered anopportunity to participate in,any potential transaction or matter which may be a corporate opportunity for any director or officer,on the one hand,and us,on the other.We do not believe,however,that the fiduciary duties or contractual obligations of ourofficers or