Proem Acquisition Corp I (PAAC) has entered into a definitive merger agreement with Astro Digital US, Inc., an aerospace company specializing in modular satellite technology. The transaction, unanimously approved by the boards of directors of both entities, is expected to close in the first quarter of 2027.
Under the terms of the agreement, Proem will acquire all equity interests of Astro Digital for a base purchase price of $525 million. The total consideration will be comprised of $525 million plus the aggregate exercise price of any vested in-the-money options and warrants held by Astro Digital shareholders. Following the merger, Proem will change its name to Astro Digital Holdings, Inc.
The business combination values Astro Digital at a pro forma post-money enterprise value of approximately $587 million. The transaction is expected to be funded by up to $180 million in gross proceeds, which includes approximately $130 million in cash held in Proem’s trust account and a $50 million PIPE investment led by Proem Asset Management and Leon Capital Group.
Astro Digital designs, manufactures, and operates mission-configurable satellites for commercial, civil, and defense applications. Since 2018, the company has delivered nearly 40 satellites across 16 mission types for over 30 customers, including NASA, the Department of Defense, Boeing, and Sony. The company reported a two-year compound annual growth rate of 42% in revenue and has generated positive adjusted EBITDA.
Proem Asset Management, led by Imran Khan, will commit $25 million to the PIPE and Khan will join the board of directors of the combined company. Astro Digital’s current management team, led by Co-Founder and Chief Executive Officer Chris Biddy, will remain in place to lead the combined entity.
