10-K/A
Pioneer Acquisition I Corp (PACH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment
No. 1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number:
001-42709
Pioneer Acquisition I Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A00-0000000 |
|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 131 Concord Street<br><br> <br>Brooklyn, NY | 11201 |
| --- | --- |
| (Address of principal executive offices) | (Zip Code) |
(347) 720-2907
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-half of one warrant | PACHU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | PACH | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | PACHW | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 month (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging Growth Company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of December 31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was $317.83 million.
0
As of March 26, 2026, the registrant had a total
of 22,114,799 Class A ordinary shares, $0.0001 par value, issued and outstanding and 6,325,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORYNOTE
This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2025, originally filed on March 26, 2026 (the “Original Filing”) by Pioneer Acquisition I Corp (the “Company”). The Company is filing this Amendment to add Exhibit 97.1, the Company’s Policy on Recoupment of Incentive Compensation (adopted as of May 22, 2025), which was inadvertently omitted from the Original Filing.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of and for the periods covered in the Original Filing, and the Company has not updated the disclosures contained therein to reflect any subsequent events.
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EXHIBIT INDEX
2
3
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the Cayman Islands, on the 9th day of April, 2026.
| Pioneer Acquisition I Corp | |
|---|---|
| By: | /s/ Mitchell Creem |
| Mitchell Creem | |
| Chief Executive Officer and Director |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell Creem as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this Annual Report on From 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacity and on the dates indicated.
| Name | Position | Date |
|---|---|---|
| /s/<br> Mitchell Creem | Chief<br> Executive Officer | April 9,<br> 2026 |
| Mitchell Creem | (Principal Executive Officer) | |
| /s/<br> Kevin Schubert | Chief<br> Financial Officer | April 9,<br> 2026 |
| Kevin Schubert | (Principal Financial and Accounting Officer) | |
| /s/<br> Michael DiMeo | Director | April 9,<br> 2026 |
| Michael DiMeo | ||
| /s/<br> Mark Fawcett | Director | April 9,<br> 2026 |
| Mark Fawcett |
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Exhibit 31.1
Certification Pursuant to Section 302 of theSarbanes-Oxley Act of 2002
I, Mitchell Creem, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025 of Pioneer Acquisition I Corp (the “registrant”); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| --- | --- |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
Date: April 9, 2026
| /s/ Mitchell Creem |
|---|
| Mitchell Creem |
| Chief Executive Officer |
| (Principal Executive Officer) |
Exhibit 31.2
Certification Pursuant to Section 302 of theSarbanes-Oxley Act of 2002
I, Kevin Schubert, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025 of Pioneer Acquisition I Corp (the “registrant”); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| --- | --- |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
Date: April 9, 2026
| /s/ Kevin Schubert |
|---|
| Kevin Schubert |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section1350
as Adopted Pursuant to Section 906 of the Sarbanes-OxleyAct of 2002
In connection with the Amendment No. 1 to the Annual Report on Form 10-K/A of Pioneer Acquisition I Corp (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mitchell Creem, Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| 1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|---|---|
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 9, 2026
| /s/ Mitchell Creem |
|---|
| Mitchell Creem |
| Chief Executive Officer |
| (Principal Executive Officer) |
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section1350
as Adopted Pursuant to Section 906 of the Sarbanes-OxleyAct of 2002
In connection with the Amendment No. 1 to the Annual Report on Form 10-K/A of Pioneer Acquisition I Corp (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Schubert, Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| 1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|---|---|
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 9, 2026
| /s/ Kevin Schubert |
|---|
| Kevin Schubert |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
Exhibit97.1
PIONEERACQUISITION I CORP
CLAWBACKPOLICY
This Pioneer Acquisition I Corp Clawback Policy (this “Policy”) was approved effective as of May 22, 2025 (the “Effective Date”) by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pioneer Acquisition I Corp (the “Company”). This Policy is adopted pursuant to and intended to comply with Rule 5608 (Recovery of Erroneously Awarded Compensation) of The Nasdaq Stock Market LLC (“Nasdaq”) so long as the Company’s securities are listed on Nasdaq.
Purposeand Policy Statement
The Company is committed to conducting business with integrity in accordance with high ethical standards and in compliance with all applicable laws, rules and regulations. This includes the Company’s commitment to comply with all laws, rules and regulations applicable to the presentation of the Company’s financial information to the public and to the recovery of erroneously awarded incentive-based compensation.
As a result, the Committee has adopted this Policy to provide that, in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, as applicable, a “Restatement”), the Company will recover reasonably promptly the amount of any “erroneously awarded incentive-based compensation” “received” by an “executive officer,” in each case as such terms are defined in this Policy, if and to the extent required by any federal or state law, rule or regulation, or rule, regulation, policy or listing standard of the Securities and Exchange Commission (“SEC”) or any securities exchange on which the Company’s securities are listed, including without limitation, Nasdaq Rule 5608 (Recovery of Erroneously Awarded Compensation).
In the event of any change in any federal or state law, rule or regulation, or rule, regulation, policy or listing standard of the SEC or any securities exchange on which the Company’s securities are listed after the Effective Date, which requires the Company to recover compensation from an executive officer, the Company will seek recovery under this Policy to the extent required by such laws, rules, regulations or listing standards.
Administration
The Committee has full power, authority, and sole and exclusive discretion to reasonably construe, interpret and administer this Policy. The Committee will interpret this Policy consistent with Nasdaq Rule 5608 (Recovery of Erroneously Awarded Compensation) and any guidance issued thereunder, the rules and regulations of the SEC, and any other applicable laws, rules or regulations governing the mandatory recovery of compensation, as such laws, rules or regulations may change, be interpreted or evolve from time to time. All determinations and decisions made by the Committee will be made in its reasonable discretion and will be final, conclusive and binding on all affected individuals.
The term “Committee” as used in this Policy means the Compensation Committee of the Board, or in the absence of such a committee, a majority of the “independent directors” (as defined under Nasdaq Rule 5605(a)(2)) serving on the Board.
Applicability
This Policy applies to all “incentive-based compensation” “received” by a person, in each case as such terms are defined in this Policy:
| ● | After beginning service<br> as an “executive officer,” as such term is defined in this Policy, and who served as an executive officer at any time<br> during the performance period for that incentive-based compensation; |
|---|---|
| ● | While<br> the Company has a class of securities listed on Nasdaq or another national securities exchange or a national securities association;<br> and |
| --- | --- |
| ● | During<br> the three completed fiscal years immediately preceding the date that the Company is required to prepare the Restatement, plus any<br> transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed<br> fiscal years as required under Nasdaq Rule 5608; provided, however, that the Company’s obligation to recover erroneously<br> awarded incentive-based compensation is not dependent on if or when the restated financial statements are filed. |
| --- | --- |
For purpose of determining the relevant recovery period, the date that the Company is required to prepare a Restatement is the earlier to occur of: (i) the date the Company’s Board, a committee of the Board or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.
ExecutiveOfficers Covered by Policy
This Policy covers the Company’s current and former executive officers who received erroneously awarded incentive-based compensation regardless of whether the executive officer committed misconduct or contributed to the error.
The term “executive officer” as used in this Policy means the Company’s:
| ● | president; |
|---|---|
| ● | principal<br> financial officer; |
| --- | --- |
| ● | principal<br> accounting officer (or if there is no such accounting officer, the controller); |
| --- | --- |
| ● | any<br> vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance); |
| --- | --- |
| ● | any<br> other officer who performs a policy-making function; or |
| --- | --- |
| ● | any<br> other person who performs similar policy-making functions for the Company and executive officers of the Company’s parents or<br> subsidiaries if such individuals perform such policy-making functions for the Company. |
| --- | --- |
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Policy-making function is not intended to include policy-making functions that are not significant.
Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified by the Company pursuant to Item 401(b) of SEC Regulation S-K.
Authorityand Obligation to Recover Erroneously Awarded Incentive-Based Compensation; Exceptions
In the event of a Restatement, the Company must reasonably promptly recover any “erroneously awarded incentive-based compensation,” as such term is defined in this Policy, in compliance with this Policy, except to the extent one of the three conditions below is met and the Committee has made a determination that recovery would be impracticable.
| 1. | The<br> direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered and the Company has<br> made a reasonable attempt to recover any amount of erroneously awarded incentive-based compensation, has documented such reasonable<br> attempt(s) to recover and provided that documentation to Nasdaq. |
|---|---|
| 2. | Recovery<br> would violate home country law where that law was adopted prior to [●], 2025 and the Company has obtained an opinion of home<br> country counsel, acceptable to Nasdaq, that recovery would result in such a violation and has provided such opinion to Nasdaq. |
| --- | --- |
| 3. | Recovery<br> would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company,<br> to fail to meet the requirements of Section 401(a)(13) or 411(a) of the U.S. Internal Revenue Code and regulations thereunder. |
| --- | --- |
ErroneouslyAwarded Incentive-Based Compensation
The term “erroneously awarded incentive-based compensation” as used in this Policy means that amount of “incentive-based compensation” received that exceeds the amount of “incentive-based compensation” that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid.
For incentive-based compensation based on stock price or total shareholder return, where the amount of erroneously awarded incentive-based compensation is not subject to mathematical recalculation directly from the information in a Restatement,
| ● | the<br> amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon<br> which the incentive-based compensation was received; and |
|---|---|
| ● | the<br> Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq. |
| --- | --- |
| ● | The<br> term “incentive-based compensation” as used in this Policy means any compensation that is granted, earned or vested based<br> wholly or in part upon the attainment of a financial reporting measure. |
| --- | --- |
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The term “financial reporting measure” as used in this Policy means measure that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measure. Financial reporting measures include, without limitation, stock price and total shareholder return, and may include non-GAAP financial measures. A financial reporting measure need not be presented within the Company’s financial statements or included in an SEC filing to constitute a financial reporting measure for this purpose.
Incentive-based compensation is deemed “received” as such term is used in this Policy by an executive officer in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that period.
Notwithstanding the generality of the foregoing, “incentive-based compensation” is intended to be interpreted and construed broadly and includes with respect to any plan that takes into account incentive-based compensation (other than a tax-qualified plan) any amount contributed to a notional account based on erroneously awarded incentive-based compensation and any earnings accrued to date on that notional account. Such plans include without limitation long-term disability plans, life insurance plans, supplemental executive retirement plans and other compensation, if it is based on incentive-based compensation.
For clarity and the avoidance of doubt, “incentive-based compensation” does not include the following:
| ● | base<br> salary (other than any base salary increase earned wholly or in part based on the attainment of a financial reporting measure, which<br> increase is subject to recovery as incentive-based compensation hereunder); |
|---|---|
| ● | bonuses<br> paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying<br> a financial reporting measure performance goal; |
| --- | --- |
| ● | bonuses<br> paid solely upon satisfying one or more subjective standards (e.g. demonstrated leadership) and/or completion of a specified employment<br> period; |
| --- | --- |
| ● | non-equity<br> incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., consummating a merger or divestiture),<br> or operational measures (e.g., completion of a project); and |
| --- | --- |
| ● | equity<br> awards for which the grant is not contingent upon achieving any financial reporting measure performance goal, and vesting is contingent<br> solely upon completion of a specified employment period and/or attaining one or more non-financial reporting measures. |
| --- | --- |
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Methodof Recovery
The Committee will determine, in its reasonable discretion, the method for recovering incentive-based compensation hereunder, which may include, without limitation, any one or more of the following:
| ● | requiring<br> reimbursement of cash incentive-based compensation previously paid; |
|---|---|
| ● | seeking<br> recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
| --- | --- |
| ● | cancelling<br> or rescinding some or all outstanding vested or unvested equity-based awards; |
| --- | --- |
| ● | adjusting<br> or withholding from unpaid compensation, deferred compensation or other set-off; |
| --- | --- |
| ● | cancelling<br> or setting-off against planned future grants of equity-based awards; and/or |
| --- | --- |
| ● | any<br> other method required or authorized by applicable law or contract. |
| --- | --- |
Enforceability
In addition to the adoption of this Policy, the Company will take steps to implement an agreement to this Policy by all current and future executive officers. In furtherance of the foregoing, each executive officer subject to this Policy is required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A pursuant to which such executive officer will agree to be bound by the terms and comply with this Policy.
PolicyNot Exclusive
Any recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any other clawback or recovery policy or any similar policy in any employment agreement, incentive or equity compensation plan or award or other agreement and any other legal rights or remedies available to the Company.
Notwithstanding the generality of the foregoing, to the extent that the requirements under the provisions of Section 304 of the Sarbanes-Oxley Act of 2002 are broader than the provisions in this Policy, the provisions of such law will apply to the Company’s Chief Executive Officer and Chief Financial Officer.
NoIndemnification
The Company will not indemnify or agree to indemnify any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation nor will the Company pay or agree to pay any insurance premium to cover the loss of erroneously awarded incentive-based compensation.
EffectiveDate
This Policy is effective as of the Effective Date and applies to all incentive-based compensation received by the Company’s current and former executive officers on or after the Effective Date.
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RequiredDisclosures
The Company will file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable SEC filings and will provide all required SEC and other disclosures regarding this Policy and in the event of a Restatement.
Amendmentand Termination
The Committee may amend, modify or terminate this Policy in whole or in part at any time in its sole discretion and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with Nasdaq Rule 5608 (Recovery of Erroneously Awarded Compensation) and any other applicable laws, rules and regulations.
Successors
This Policy shall be binding and enforceable against all current and former executive officers of the Company and their respective beneficiaries, heirs, executors, administrators, or other legal representatives.
* * * * * *
| Adopted<br> by the Compensation Committee of the |
|---|
| Board<br> of Directors of Pioneer Acquisition I Corp |
| Effective<br> as of May 22, 2025 |
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PIONEERACQUISITION I CORP CLAWBACKPOLICY ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Pioneer Acquisition I Corp Clawback Policy (the “Policy”).
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with Pioneer Acquisition I Corp and its direct and indirect subsidiaries.
Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any erroneously awarded incentive-based compensation (as defined in the Policy) to Pioneer Acquisition I Corp and its direct and indirect subsidiaries to the extent required by, and in a manner permitted by, the Policy.
| Signature: |
|---|
| Name: |
| Date: |
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