UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): May 14, 2025

Date of Report (Date of earliest event reported): May 12, 2025

Perimeter Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42642		99-1843886
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6060 N. Central Express Way, Suite 500

Dallas, Texas 75204

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (214) 292-6615

Not Applicable (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

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, $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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 14, 2025, Perimeter Acquisition Corp. I (the “Company”) consummated its initial public offering (“IPO”) of 24,150,000 units (the “Units”), including the issuance of 3,150,000 Units as a result of the underwriter’s full exercise of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $241,500,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-285974) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 20, 2025, as amended (the “Registration Statement”):

● An Underwriting Agreement, dated May 12, 2025, by and between the Company and Citigroup Global Markets Inc., as the underwriter (the “Underwriter”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.

● A Warrant Agreement, dated May 12, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

● A Letter Agreement, dated May 12, 2025, by and among the Company, Perimeter Acquisition Sponsor LLC (the “Sponsor”) and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

● An Investment Management Trust Agreement, dated May 12, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

● A Registration Rights Agreement, dated May 12, 2025, by and among the Company, the Sponsor and the other holders named therein, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated May 12, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.

● An Administrative Services and Indemnification Agreement, dated May 12, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.

The material terms of such agreements are fully described in the Company’s final prospectus, dated May 12, 2025 as filed with the Commission on May 13, 2025 (the “Prospectus”) and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On May 14, 2025, simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of an aggregate of 638,000 Units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,380,000.

The Private Placement Units are identical to the Units sold in the IPO, except that the Private Placement Units (i) will not be transferable or salable until 30 days after the completion of our initial business combination, subject to certain exceptions and (ii) will be (including the underlying shares) entitled to registration rights. The material terms of the Private Placement Units are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2025, in connection with the IPO, Richard Berthy, M. Scott Faris, Scott Letier, Vice Admiral Sean Pybus (ret.) and Jack Selby were appointed to the board of directors of the Company (the “Board”). Mr. Faris, Mr. Letier, VAdm. Pybus (ret.) and Mr. Selby are independent directors. Effective May 13, 2025, Mr. Faris, Mr. Letier and VAdm. Pybus (ret.) were appointed to the Board’s Audit Committee, with Mr. Letier serving as chair of the Audit Committee; Mr. Faris, Mr. Letier, and Mr. Selby were appointed to the Board’s Compensation Committee, with Mr. Faris serving as chair of the Compensation Committee; and Mr. Faris, VAdm. Pybus (ret.) and Mr. Selby were appointed to the Board’s Nominating Committee, with VAdm. Pybus (ret.) serving as chair of the Nominating Committee.

Effective May 13, 2025, Joseph Valdman resigned from the Board.

Following the appointment of Mr. Berthy, Mr. Faris, Mr. Letier, VAdm. Pybus (ret.) and Mr. Selby, the Board is comprised of three classes. The term of office of the first class of directors, consisting of VAdm. Pybus (ret.) and Mr. Selby, will expire at the Company’s first annual general meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Faris and Mr. Letier, will expire at the Company’s second annual general meeting of shareholders. The term of office of the third class of directors, consisting of Jordan Blashek and Mr. Berthy, will expire at the Company’s third annual general meeting of shareholders.

On May 12, 2025, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.4 to the Registration Statement.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.4 to the Registration Statement, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On May 12, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Articles”), effective the same day. The terms of the Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

AAs ~~total~~previously ~~of $241~~reported,~~500,000~~ ofon ~~the~~May ~~net~~14, ~~proceeds~~2025, ~~from~~Perimeter ~~the~~Acquisition ~~IPO~~Corp. I (~~which~~the ~~amount~~“Company”) ~~includes~~consummated ~~$8,452,500~~its ofinitial ~~the~~public offering ~~underwriter’s deferred discount~~(“IPO”) ~~and~~ ~~the sale~~ of ~~the Private Placement Units~~24, ~~was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company~~150,000 ~~acting~~units ~~as trustee. Except with respect to interest earned on~~ (the ~~funds~~“Units”), ~~held~~including in the ~~trust~~issuance ~~account~~of ~~that may be released to the Company to pay its taxes~~3, ~~if any~~150,000 ~~and~~Units upas a toresult ~~$100,000~~ of ~~interest to pay dissolution expenses,~~ the ~~funds~~underwriters’ ~~held~~full inexercise ~~the~~of ~~trust~~their ~~account will~~over-allotment ~~not~~option. beEach ~~released~~Unit ~~from~~consists ~~the trust account until the earliest~~ of ~~(i)~~one ~~the~~ordinary ~~completion~~share of the Company~~’s initial business combination~~, ~~(ii)~~par ~~the~~value ~~redemption~~$0.0001 ofper ~~the~~share ~~Ordinary Shares included in the Units sold in the IPO~~ (the “~~public~~Ordinary ~~shares~~Shares”), ifand ~~the~~one-half ~~Company is~~of ~~unable~~one toredeemable ~~complete~~warrant ~~its initial business combination within 24 months from the closing~~ of the ~~IPO~~Company (~~the~~each ~~“completion~~whole warrant, ~~window~~a “Warrant”), ~~subject~~ towith ~~applicable~~each ~~law~~Warrant orentitling ~~(iii)~~ the ~~redemption~~holder ofthereof ~~the public shares properly submitted in connection with a shareholder vote~~ to ~~amend the~~purchase ~~Company’s~~one ~~Articles~~Ordinary ~~not~~Share for ~~the~~$11.50 ~~purpose of approving~~per share, orsubject into ~~conjunction with the consummation of~~adjustment, anbeginning ~~initial~~30 ~~business~~days ~~combination (A)~~after ~~to modify~~ the ~~substance~~completion ~~or timing~~ of the Company’s ~~obligation to allow redemption in connection with its~~ initial business combination or. toThe ~~redeem~~Units ~~100%~~were sold ofat ~~its~~a ~~public~~price ~~shares~~of if$10.00 itper ~~has~~Unit, ~~not~~generating ~~consummated~~gross anproceeds ~~initial business combination within the completion window or (B) with respect~~ to ~~any other material provisions relating to rights of holders of~~ the Company’s ~~Ordinary~~of ~~Shares or pre-initial business combination activity~~$241,500,000.

OnAlso as previously reported, on May 1214, 2025, simultaneously with the ~~Company~~closing ~~issued~~of athe ~~press~~IPO, ~~release~~the ~~announcing~~Company completed the ~~pricing~~private ofsale (the ~~IPO,~~“Private Placement”) aof ~~copy~~an aggregate of ~~which~~638,000 isUnits ~~attached~~(the as“Private ~~Exhibit~~Placement ~~99.1~~Units”) to ~~this~~Perimeter Acquisition Sponsor ~~Current~~LLC ~~Report~~at ona ~~Form~~purchase ~~8-K~~price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,380,000.

OnA ~~May~~total 14of $241,500,000 ~~2025~~of the ~~Company~~proceeds ~~issued~~from athe ~~press~~IPO ~~release~~and ~~announcing~~Private ~~the~~Placement ~~closing~~(which amount includes $8,452,500 of the ~~IPO,~~underwriters’ deferred discount) was placed in a ~~copy~~U.S.-based oftrust ~~which~~account ismaintained ~~attached~~by asContinental ~~Exhibit~~Stock ~~99.2~~Transfer to& ~~this Current~~Trust ~~Report~~Company, onacting ~~Form~~as ~~8-K~~trustee.

4An audited balance sheet as of May 14, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		Audited Balance Sheet as of May 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Description
1.1†		Underwriting Agreement, dated May 12, 2025, by and between the Company and Citigroup Global Markets Inc., as the underwriter.
3.1		Amended and Restated Memorandum and Articles of Association.
4.1		Warrant Agreement, dated May 12, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
5.1		Opinion of Lowenstein Sandler LLP.
5.2		Opinion of Ogier (Cayman) LLP, Cayman Islands Legal Counsel to the Company.
10.1		Letter Agreement, dated May 12, 2025, by and among the Company, Perimeter Acquisition Sponsor LLC and each of the officers and directors of the Company.
10.2		Investment Management Trust Agreement, dated May 12, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3		Registration Rights Agreement, dated May 12, 2025, by and among the Company, Perimeter Acquisition Sponsor LLC and the other holders named therein.
10.4		Private Placement Units Purchase Agreement, dated May 12, 2025, by and between the Company and Perimeter Acquisition Sponsor LLC.
10.5		Administrative Services and Indemnification Agreement, dated May 12, 2025, by and between the Company and Perimeter Acquisition Sponsor LLC.
99.1		Press Release, dated May 12, 2025.
99.2		Press Release, dated May 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERIMETER ACQUISITION CORP. I
	By:	/s/ Joseph Valdman
	Name:	Joseph Valdman
	Title:	Chief Executive Officer and President
Dated: May 14, 2025
Dated: May 20, 2025

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