PMTR 10-K & 10-Q changes, risk factors and insider trading
Perimeter Acquisition Corp. I (also PMTRU, PMTRW) · Nasdaq · Blank Checks · CIK 2061473 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our final prospectus for our Initial Public Offering filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.
There is substantial doubt about our ability to continue as a “going concern.”
In connection with our assessment of going concern considerations under applicable accounting standards, management has determined that our possible need for additional financing to enable us to negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements included in Item 1. “Interim Financial Statements” of this Quarterly Report were issued.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“For the period from March 6, 2025 (Inception) through June 30, 2025, cash used in operating activities was $322,424. Net income of $828,395 was affected by interest earned on cash held in Trust Account of $1,296,308, payment of general and administrative costs through promissory note – related party of $36,220, and formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares of $7,422. Changes in operating assets and liabilities used $101,847 of cash for operating activities.”see in full comparison
“For the six months ended June 30, 2026, we had a net income of $3,425,793, which consists of interest earned on cash held in Trust Account of $4,316,176 and interest earned on cash held in Operating Bank Account of $1,656, partially offset by operating costs of $892,039.”see in full comparison
For the period from March 6, 2025 (see in full comparisoninceptionInception) throughMarchJune31,30, 2025, we had a netlossincome$46,095,of $828,395, whichconsistedconsists offormation,interestgeneralearned onand administrativecashexpenses.held in Trust Account of $1,296,308, partially offset by operating costs of $467,913.
For the three months endedsee in full comparisonMarchJune31,30, 2026, we had a net income of$1,481,846,$1,943,947, which consists of interestincomeearned on cash held intheTrustTrustAccount of $2,166,061 and interest earned on cash held in Operating Bank Account of$2,150,115,$1,553, partially offset by operating costs of$668,269.$223,667.
“For the three months ended June 30, 2025, we had a net income of $874,490, which consists of interest earned on cash held in Trust Account of $1,296,308, partially offset by operating costs of $421,818.”see in full comparison
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, cash used in operating activities was$259,504.$362,623. Net income of$1,481,846$3,425,793 was affected by interestincomeearned on cash held intheTrust Account of$2,150,115.$4,316,176. Changes in operating assets and liabilitiesusedprovided$408,765$527,760 of cash forforoperating activities.
Full comparison: every changed paragraph (14)
We
have neither engaged in any operations nor generated any revenues to date. Our only activities from March 6, 2025 (inceptionInception) through
MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying
a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion
of our initial business combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest
income on cash held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting
and auditing compliance), as well as for due diligence expenses.
For
the three months ended MarchJune 31,30, 2026, we had a net income of $1,481,846,$1,943,947, which consists of interest income earned on cash held in theTrust
TrustAccount of $2,166,061 and interest earned on cash held in Operating Bank Account of $2,150,115,$1,553, partially offset by operating costs of $668,269.
$223,667.
For the three months ended June 30, 2025, we had a net income of $874,490, which consists of interest earned on cash held in Trust Account of $1,296,308, partially offset by operating costs of $421,818.
For the six months ended June 30, 2026, we had a net income of $3,425,793, which consists of interest earned on cash held in Trust Account of $4,316,176 and interest earned on cash held in Operating Bank Account of $1,656, partially offset by operating costs of $892,039.
For
the period from March 6, 2025 (inceptionInception) through MarchJune 31,30, 2025, we had a net lossincome $46,095,of $828,395, which consistedconsists of formation,interest generalearned
on and
administrativecash expenses.held in Trust Account of $1,296,308, partially offset by operating costs of $467,913.
For
the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $259,504.$362,623. Net income of $1,481,846$3,425,793 was affected by interest
income earned on cash held in the Trust Account of $2,150,115.$4,316,176. Changes in operating assets and liabilities usedprovided $408,765$527,760 of cash
for for
operating activities.
For the period from March 6, 2025 (Inception) through June 30, 2025, cash used in operating activities was $322,424. Net income of $828,395 was affected by interest earned on cash held in Trust Account of $1,296,308, payment of general and administrative costs through promissory note – related party of $36,220, and formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares of $7,422. Changes in operating assets and liabilities used $101,847 of cash for operating activities.
As
of MarchJune 31,30, 2026, we had cash held in the Trust Account of $249,900,633.$252,066,694. We intend to use substantially all of the funds held in the
Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable
and excluding deferred underwriting commissions), to complete our business combination. To the extent that our share capital or debt
is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account
will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our
growth strategies.
As
of MarchJune 31,30, 2026, we had cash of $503,428.$400,309. We intend to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of
prospective target businesses, and structure, negotiate and complete a business combination.
On
June 23, 2025, the Company issued an unsecured promissory note in the principal amount of $483,000 (the “Working Capital Note”)
to Gamma Securities LLC, an affiliate of Gamma International Bank, Inc. (“Gamma”), which was funded in its entirety by Gamma.
The Working Capital Note does not bear interest, and the principal balance will be payable on the earlier to occur of (i) the date on
which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. In
the event the Company consummates its initial business combination, Gamma has the option to convert all or any portion of the principal
outstanding under the Working Capital Note into that number of Units equal to the portion of the principal amount of the Working Capital
Note being converted divided by $10.00. As of MarchJune 31,30, 2026, the Company had $483,000 outstanding under the Working Capital Note.
We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
entities, or purchased any non-financial assets.
The
underwriters were entitled to a deferred underwriting commissionscommission of $0.35 per Public Share, or $8,452,500 in the aggregate. The deferred
fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business
combination, subject to the terms of the underwriting agreement.
The
preparation of the unaudited condensed financial statements and related disclosures in conformity with U.S. GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the statements, and income and expenses during the periods reported. Making estimates requires management
to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or
set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in
formulating its estimate, could change in the near term due to one or more future confirming events. DuringAs of the quarterdate endedof Marchthe initial
31,public 2026,offering, management made accounting estimates on public warrants and convertible notes. Accordingly, the actual results
could could
materially differ from those estimates. As of June 30, 2026, management did not have any additional critical accounting
estimates to disclose.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material
effect on the accompanying unaudited condensed financial statement.statements.
PMTR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding PMTR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 537,309 | $5.6M | 0.0% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 500,000 | $5.2M | 0.0% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 314,650 | $3.3M | 0.0% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 148,857 | $1.6M | 0.0% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 250,000 | $237.4K | 0.0% | No change |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 13,792 | $143.6K | 0.0% | Added 26% |