Perimeter Acquisition Corp. I 10-Q for FY2025 Q1

Perimeter Acquisition Corp. I (PMTR)

10-Q 2025-06-23 For: 2025-03-31

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Added on April 06, 2026

About this 10-Q

Perimeter Acquisition Corp. I filed this 10-Q on June 23, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).

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

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

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

	Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheet as of March 31, 2025 (Unaudited)	1
Condensed Statement of Operations for the period from March 6, 2025 (Inception) through March 31, 2025 (Unaudited)	2
Condensed Statement of Changes in Shareholders’ Deficit for the period from March 6, 2025 (Inception) through March 31, 2025 (Unaudited)	3
Condensed Statement of Cash Flows for the period from March 6, 2025 (Inception) through March 31, 2025 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4. Controls and Procedures	17
Part II. Other Information
Item 1. Legal Proceedings	18
Item 1A. Risk Factors	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits	19
Part III. Signatures	20


Assets
Current assets
Prepaid expenses	$	7,792
Total current assets		7,792
Deferred offering costs		402,557
Total Assets	$	410,349

Liabilities and Shareholders’ Deficit
Current Liabilities
Accrued offering costs	$	296,420
Accrued expenses		2,454
Promissory note - related party		132,570
Total Current Liabilities		431,444

Commitments and Contingencies (Note 5)		-

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,037,500 shares issued and outstanding ⁽¹⁾⁽²⁾		604
Ordinary share, value		-
Additional paid-in capital		24,396
Accumulated deficit		(46,095	)
Total Shareholders’ Deficit		(21,095	)
Total Liabilities and Shareholders’ Deficit	$	410,349


Formation, general and administrative expenses	$	46,095
Loss from operations		(46,095	)

Net loss	$	(46,095	)

Basic and diluted weighted average Class B ordinary shares outstanding ^{(1) (2)}		5,250,000

Basic and diluted net loss per Class B ordinary share	$	(0.01	)

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — March 6, 2025 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Balance		—	$	—		—	$	—	$	—	$	—		$	—

Issuance of Class B ordinary shares to Sponsor ⁽¹⁾⁽²⁾		—		—		6,037,500		604		24,396		—			25,000

Net loss		—		—		—		—		—		(46,095	)		(46,095	)

Balance – March 31, 2025		—	$	—		6,037,500	$	604	$	24,396	$	(46,095	)	$	(21,095	)
Balance		—	$	—		6,037,500	$	604	$	24,396	$	(46,095	)	$	(21,095	)


Cash Flows from Operating Activities:
Net loss	$	(46,095	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of general and administrative costs through promissory note – related party		36,219
Payment of formation costs through issuance of Founder Shares		7,422
Changes in operating assets and liabilities:
Accrued expenses		2,454
Net cash used in operating activities		—

Net Change in Cash		—
Cash – Beginning of period		—
Cash – End of period	$	—

Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	296,420
Deferred offering costs paid through promissory note - related party	$	88,559
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	17,578
Prepaid services contributed by sponsor through promissory note – related party	$	7,792

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
	●	if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

No.		Description of Exhibit
10.1*		Promissory Note, dated as of June 23, 2025, issued to Gamma Securities LLC
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	PERIMETER ACQUISITION CORP. I

Date: June 23, 2025	By:	/s/ Jordan Blashek
	Name:	Jordan Blashek
	Title:	Executive Chairman
		(Principal Executive Officer)

Date: June 23, 2025	By:	/s/ Josef Valdman
	Name:	Josef Valdman
	Title:	Chief Executive Officer and President
		(Principal Financial Officer and Principal Accounting Officer)

Acknowledged and Agreed:

GAMMA SECURITIES LLC

By:	/s/ Pelayo Troncoso
Name:	Pelayo Troncoso
Title:	Chief Executive Officer

1.	I have reviewed this quarterly report on Form 10-Q of Perimeter Acquisition Corp. I;

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(s) 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)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

	b)	(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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

	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.

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Jordan Blashek
	Jordan Blashek
	Executive Chairman
	(Principal Executive Officer)