Pioneer Acquisition I Corp (PACH) Form 8-K — Oct 13, 2026
Pioneer Acquisition I Corp signed a Business Combination Agreement on October 6, 2026 to merge with Green AI Cloud, Inc., a Delaware AI cloud company, following a domestication from the Cayman Islands to Delaware. Green AI Cloud shareholders will receive 30,000,000 shares valued at $10.00 each ($300 million), plus 5,000,000 earn-out shares worth $50 million that vest over 2027-2029 based on EBITDA targets of $500K-$1.5M or stock price targets of $11.00-$13.00. Closing requires Pioneer shareholder approval, an effective Form S-4, Nasdaq listing approval, HSR clearance, and a minimum $20 million funding commitment, with an outside date of June 30, 2028.
Key figures
- Earn Out Shares
- 5000000
- Earn Out Value Usd
- 50000000
- Termination Fee Usd
- 1000000
- Sponsor Class BShares
- 6325000
- Warrants Outstanding
- 19050000
- Warrant Exercise Price
- 11.5
- Class AShares Outstanding
- 22114799
- Minimum Funding Commitment Usd
- 20000000
- Aggregate Consideration Shares
- 30000000
- Aggregate Consideration Value Usd
- 300000000
- Purchaser Transaction Cost Cap Usd
- 2000000
- Outside Date
- June 30, 2028
- Lock Up Period
- 6 months post-closing
- Ebitda Targets
- ["$500,000 (FY2027)","$1,000,000 (FY2028)","$1,500,000 (FY2029)"]
- Earn Out Period End
- December 31, 2029
- Stock Price Targets
- ["$11.00","$12.00","$13.00"]
- Post Closing Board Size
- 7
AI analysis
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