Form S-1MEF Perimeter Acquisition

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May 12, 2025 8:39 PM EDT

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As filed with the U.S. Securities and Exchange Commission on May 12, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

Perimeter Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Cayman Islands		6770		99-1843886
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

6060 N. Central Express Way, Suite 500

Dallas, Texas 75204

Tel.: (214) 292-6615

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Josef Valdman

6060 N. Central Express Way, Suite 500

Dallas, Texas 75204

Tel.: (214) 292-6615

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Daniel L. Forman
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10022
Tel.: (212) 262-6700

James Heinicke
Cynthia Anandajayasekeram
Ogier (Cayman) LLP
89 Nexus Way
Camana Bay
Grand Cayman,
Cayman Islands KY1-9009
Telephone: (345) 949 9876

Joel L. Rubinstein
Daniel E. Nussen
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Tel.: (212) 819-8200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-285974

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 7(a)(2)(B) of the Securities Act. ☐

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Explanatory Note

This Registration Statement on Form S-1 is being filed by Perimeter Acquisition Corp. I, a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-285974) (the “Prior Registration Statement”), initially filed by the Registrant on March 20, 2025, as amended on April 18, 2025 and May 7, 2025, and declared effective by the Securities and Exchange Commission on May 12, 2025.

This Registration Statement covers the registration of an additional 4,025,000 of the Registrant’s units, each consisting of one ordinary share and one-half of one redeemable warrant, including 525,000 units that may be purchased by the underwriters to cover over-allotments, if any.

The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on Exhibit 107 to this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of May 13, 2025), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than May 13, 2025.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

All exhibits filed with or incorporated by reference in Registration Statement No. 333-285974 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

Exhibit No.		Description
5.1		Opinion of Lowenstein Sandler LLP.
5.2		Opinion of Ogier (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant.
23.1		Consent of WithumSmith+Brown, PC.
23.2		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).
23.3		Consent of Ogier (Cayman) LLP (included in Exhibit 5.2).
107		Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 12th day of May, 2025.

PERIMETER ACQUISITION CORP. I

By:	/s/ Josef Valdman
Name:	Josef Valdman
Title:	Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date

/s/ Jordan Blashek	Executive Chairman	May 12, 2025
Jordan Blashek	(Principal Executive Officer)

/s/ Josef Valdman	Chief Executive Officer and President	May 12, 2025
Josef Valdman	(Principal Financial Officer and Principal Accounting Officer)

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Perimeter Acquisition Corp. I, in the City of Dallas, Texas, on the 29th day of April, 2025.