PALOMA ACQUISITION CORP I

PALOMA ACQUISITION CORP I_June 30, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-43134

PALOMA ACQUISITION CORP I

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

535 Fifth Avenue, 4th Floor

New York, New York 10017

(Address of principal executive offices)

(929) 828-7221

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	PALOU	The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share	PALO	The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	PALOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 preceding the past 12 months (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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 13, 2026, there were 16,979,000 Class A ordinary shares, $0.0001 par value and 4,112,500 Class B ordinary shares, $0.0001 par value, issued and outstanding.

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PALOMA ACQUISITION CORP I

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 (Unaudited)		3
Condensed Statement of Cash Flows for the Six Months Ended June 30, 2026 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		22
Item 4. Controls and Procedures		23
Part II. Other Information		23
Item 1. Legal Proceedings		23
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults Upon Senior Securities		24
Item 4. Mine Safety Disclosures		24
Item 5. Other Information		24
Item 6. Exhibits		24
Part III. Signatures		25

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

PALOMA ACQUISITION CORP I

CONDENSED BALANCE SHEETS


		June 30,			December 31,
		2026			2025
		(Unaudited)
ASSETS:
Current Assets
Cash		$	1,126,887		$	—
Due from Sponsor			1,095			—
Prepaid expenses			47,486			19,229
Prepaid insurance			90,781			—
Total Current Assets			1,266,249			19,229
Deferred offering costs			—			157,363
Long-term prepaid insurance			57,268			—
Marketable securities held in Trust Account			166,594,389			—
TOTAL ASSETS		$	167,917,906		$	176,592

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT:
Current Liabilities
Accrued expenses		$	197,454		$	30,480
Accrued offering costs			75,000			130,988
Promissory note — related party			—			49,267
Total Current Liabilities			272,454			210,735
Deferred underwriting fee payable			6,580,000			—
TOTAL LIABILITIES			6,852,454			210,735

Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, 16,450,000 shares and 0 shares at a redemption value of $10.13 and $0 per share as of June 30, 2026 and December 31, 2025, respectively			166,594,389			—

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2026 and December 31, 2025			—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 529,000 shares and 0 shares issued and outstanding (excluding 16,450,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively			53			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 4,112,500 and 4,312,500 shares issued and outstanding as of June 30, 2026 and December 31, 2025 ⁽¹⁾, respectively ⁽¹⁾			411			431
Additional paid-in capital			—			24,569
Accumulated deficit			(5,529,401)			(59,143)
Total Shareholders’ Deficit			(5,528,937)			(34,143)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT		$	167,917,906		$	176,592

(1)

Includes 200,000 Class B ordinary shares, $0.0001 par value, subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). On February 25, 2026, the Company consummated the closing of an additional 1,450,000 Units in connection with a partial exercise of the underwriters’ over-allotment option, generating gross proceeds of $14,500,000 (see Note 1). On April 4, 2026, the remaining 200,000 Class B ordinary shares were surrendered pursuant to the expiration of the underwriters’ over-allotment option for no consideration.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PALOMA ACQUISITION CORP I

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


		For the		For the
		Three Months Ended		Six Months Ended
		June 30, 2026		June 30, 2026
General and administrative expense		$	260,018	$	486,006
Compensation expense			—		1,451,125
Loss from operations			(260,018)		(1,937,131)

Other income (expense):
Change on over-allotment liability			50,000		49,800
Interest earned on marketable securities held in Trust Account			1,460,895		2,094,389
Total other income, net			1,510,895		2,144,189

Net income		$	1,250,877	$	207,058

Weighted average shares outstanding, Class A ordinary shares			16,979,000		12,221,528

Basic and diluted net income per share, Class A ordinary shares		$	0.06	$	0.01

Weighted average shares outstanding, Class B ordinary shares			4,112,500		4,001,736

Basic net income per share, Class B ordinary shares		$	0.06	$	0.01

Weighted average shares outstanding, Class B ordinary shares			4,112,500		4,112,500

Diluted net income per share, Class B ordinary shares		$	0.06	$	0.01

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PALOMA ACQUISITION CORP I

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

(UNAUDITED)


		Class A					Class B					Additional						Total
		Ordinary Shares					Ordinary Shares					Paid-in			Accumulated			Shareholders’
		Shares		Amount			Shares⁽¹⁾		Amount			Capital			Deficit			Deficit
Balance — January 1, 2026		—		$	—		4,312,500		$	431		$	24,569		$	(59,143)		$	(34,143)

Sale of 529,000 Private Placement Units		529,000			53		—			—			5,289,947			—			5,290,000

Fair value of Public Warrants at issuance		—			—		—			—			2,632,000			—			2,632,000

Allocated value of transaction costs to public warrants		—			—		—			—			(192,355)			—			(192,355)

Share-based compensation to director nominees		—			—		—			—			1,451,125			—			1,451,125

Change on over-allotment liability		—			—		—			—			200			—			200

Accretion for Class A ordinary shares to redemption amount		—			—		—			—			(9,205,486)			(4,260,672)			(13,466,158)

Net loss		—			—		—			—			—			(1,043,819)			(1,043,819)

Balance – March 31, 2026 (unaudited)		529,000			53		4,312,500			431			—			(5,363,634)			(5,363,150)

Accretion for Class A ordinary shares to redemption amount		—			—		—			—			(44,251)			(1,416,644)			(1,460,895)

Forfeiture of Founder Shares		—			—		(200,000)			(20)			20			—			—

Capital contribution		—			—		—			—			44,231			—			44,231

Net income		—			—		—			—			—			1,250,877			1,250,877

Balance – June 30, 2026 (unaudited)		529,000		$	53		4,112,500		$	411		$	—		$	(5,529,401)		$	(5,528,937)

(1)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PALOMA ACQUISITION CORP I

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(UNAUDITED)


Cash Flows from Operating Activities:
Net income	$	207,058
Adjustments to reconcile net income to net cash used in operating activities:
Operating costs applied to prepaid contributed by Sponsor through promissory note		479
Payment of operation costs through promissory note		13,347
Interest earned on marketable securities held in Trust Account		(2,094,389)
Compensation expense		1,451,125
Change in fair value of over-allotment liability		(49,800)
Changes in operating assets and liabilities:
Prepaid expenses		(135,041)
Due from Sponsor		(1,095)
Long-term prepaid insurance		(57,268)
Accounts payable and accrued expenses		166,974
Net cash used in operating activities		(498,610)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(164,500,000)
Net cash used in investing activities		(164,500,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		161,210,000
Proceeds from sale of Private Placement Units		5,290,000
Capital contribution		44,231
Repayment of promissory note - related party		(116,814)
Payment of offering costs		(301,920)
Net cash provided by financing activities		166,125,497

Net Change in Cash		1,126,887
Cash - beginning of period		—
Cash - end of period	$	1,126,887

Noncash investing and financing activities:
Offering costs included in accrued offering costs	$	75,000
Deferred offering costs paid through promissory note - related party	$	57,408
Prepaid services contributed by Sponsor through promissory note - related party	$	355
Deferred underwriting fee payable	$	6,580,000
Offering costs paid via prepayment	$	12,316

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PALOMA ACQUISITION CORP I

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Paloma Acquisition Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on August 19, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company expects to focus on a target in industries that complement the management team’s background, and to capitalize on the ability of the management team to identify and acquire a business.

As of June 30, 2026, the Company had not commenced any operations. All activity for the period from August 19, 2025 (inception) through June 30, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Paloma Capital Group LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 18, 2026. On February 20, 2026, the Company consummated the Initial Public Offering of 15,000,000 units at $10.00 per unit (the “Public Units”), generating gross proceeds of $150,000,000, which is discussed in Note 3 (the “Initial Public Offering”). On February 25, 2026, the Company consummated the closing of an additional 1,450,000 Units in connection with a partial exercise of the underwriters’ over-allotment option, generating gross proceeds of $14,500,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 500,000 private placement units (the “Private Placement Units”) to the Sponsor and underwriters, at a price of $10.00 per unit, generating gross proceeds of $5,000,000 in a private placement. Each Unit consists of one Class A ordinary share (the “Private Placement Shares”)and one-half of one redeemable warrant (the “Private Placement Warrants”). Of those 500,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units and underwriters purchased 150,000 Private Placement Units. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). On February 25, 2026, the Company consummated the sale of an aggregate of 29,000 Private Placement Units to the Sponsor and underwriters in connection with a partial exercise of the over-allotment, at a price of $10.00 per unit, generating gross proceeds of $290,000 in a private placement. Of those 29,000 Private Placement Units, the Sponsor purchased 14,500 Private Placement Units and underwriters purchased 14,500 Private Placement Units.

Transaction costs amounted to $