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CORRESP
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 filename1.htm

 March 11, 2025

 BY EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, DC 20549

 Re:
 Pioneer Acquisition I Corp

 Amendment No. 1 to Draft
Registration Statement on Form S-1

 Submitted January 10, 2025

 CIK No.: 0002040381

 Ladies and Gentlemen:

 On behalf of our client, Pioneer Acquisition I Corp (the “ Company ”), we are writing to submit the Company’s response to the comments of the staff (the “ Staff ”) of the Division of Corporation Finance of the United States Securities and Exchange
 Commission (the “ Commission ”) set forth in its letter, dated January 27, 2025, relating to the Company’s Amended Draft Registration Statement on Form S-1 filed via EDGAR on January 10, 2025.

 The Company is concurrently filing via EDGAR the Amendment No. 2 to the Draft Registration Statement on Form S-1 (the “ Registration Statement ”), which reflects the Company’s response to the comments received by the Staff and certain updated information.

 We have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.

 Amendment No 1. to Draft Registration Statement on Form S-1

 Cover Page

 1.
 We acknowledge your response and revisions to prior comment 2, including your statement
 that other than your foregoing description related to working capital notes and loans
 for formation and offering expenses, your sponsor and its affiliates will not receive
 any other form of compensation. However, we note disclosures regarding compensation
 such as payments for office space and administrative and support services. Revise
 your disclosure to include the amount of any compensation received or to be received
 by the sponsor, its affiliates, and promoters, and the amount of securities issued
 or to be issued to them and the price paid or to be paid for such securities, and
 revise to state whether this compensation and securities issuance may result in a
 material dilution of the purchasers’ equity interests. Please also revise to provide a cross-reference to all relevant
 sections in the prospectus for disclosures related to compensation, highlighted by
 prominent type or in another manner. See Item 1602(a)(3) of Regulation S-K.

 Response : The Company acknowledges
the Staff's comment and advises the Staff that it has revised its disclosure on the cover page and pages 14, 25, 88, and 126 to
address the Staff's comment.

 2.
 We acknowledge your response to prior comment 3, however, we are unable to locate
 the corresponding revised disclosures with respect to the cross-reference to the referenced
 dilution disclosures. Please revise your cross-reference to related dilution disclosures
 to highlight by prominent type or in another manner. See Item 1602(a)(4) of Regulation
 S-K.

 Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and pages 14, 25, 87, and 126 to address the Staff’s
comment.

 3.
 We acknowledge your response and revision to prior comment 4. Please further revise
 to clearly state that there may be actual or potential material conflicts of interest
 between the sponsor, its affiliates, or promoters on the one hand, and purchasers
 in the offering on the other hand. Add a cross-reference to your related disclosures
 beginning on page 24, highlighted by prominent type or in another manner. See Item
 1602(a)(5) of Regulation S-K.

 Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page to address the Staff’s comment.

 Initial Business Combination, page 10

 4.
 We acknowledge your revisions in response to prior comment 9. We note, however, that your table here reflects a payment of $10,000 per month for office space and certain administrative services, but your Use of Proceeds table contemplates additional fees payable. Please revise your disclosures to reconcile. Please also describe the extent to which any compensation or securities issuance to the sponsor, its affiliates or promoters may result in a material dilution of the purchasers’ equity interests. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.

 Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 14 and 126 to address the Staff’s comment.

 5.
 We acknowledge your revisions in response to prior comment 10. As previously stated,
 please revise your tabular disclosure beginning on page 11 regarding transfer restrictions
 to identify the natural persons and entities subject to each agreement contemplated
 in the table. See Item 1603(a)(9) of Regulation S-K.

 Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 12, 13, 125 and 126 to address the Staff’s
comment.

 Conflicts of Interest, page 24

 6.
 We acknowledge your response and revisions to prior comment 11. Please expand your
 disclosures to describe all such actual or potential material conflicts between the
 sponsor, its affiliates, or promoters, on one hand, and purchasers in the offering
 on the other, including those that may arise in determining whether to pursue a de-SPAC
 transaction. For example, you should discuss potential material conflicts relating
 to the fact that the company may pursue a de-SPAC transaction with a target that is
 affiliated with the sponsor, its affiliates or promoters. Please see Item 1602(b)(7)
 and Item 1603(b) of Regulation S-K.

 Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on page 30 to address the Staff’s comment.

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 Dilution, page 37

 7.
 We acknowledge your revised disclosures in response to prior comment 19, including
 your revised statement here in this section that you may need to issue ordinary shares
 or convertible equity “if” you intend to target an initial business combination with
 a target whose enterprise value is greater than your combined proceeds. Please further
 revise to clarify that you are intending to do so, as you state elsewhere in your
 prospectus, or advise, and include corresponding disclosures on page 99.

 Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 42 and 105 to address the Staff’s comment.

 Risks Summary of Risk Factors, page 40

 8.
 We acknowledge your response and revisions to prior comment 16. As previously stated,
 please also add a bullet or expand the fourth bullet to explain the consequences of
 having the initial shareholders, management and non-managing sponsor investors vote
 in favor of the initial business combination. In this regard, we note your disclosures
 explaining that no votes from public shares would be needed if only the holders required
 for quorum were to vote, as you disclose on page 22 and elsewhere, or if the non-managing
 sponsor investors vote in favor of the initial business combination, as you discuss on page 27. We also note the incentive that such non-managing sponsor investors will have to vote in favor of the transaction.

 Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 29 and 48 to address the Staff’s comment.

 General

 9.
 We note your response to prior comment 22 and your revised disclosures. However, we note that your disclosures continue to state that you may hold a shareholder vote
 to amend the period of time in which you have to complete an initial business combination, “as well as to modify the substance or timing of [y]our obligation to redeem 100% of [y]our public shares.” Please revise to clarify what you mean by this phrase and how any such amendment will comply with the requirements of Nasdaq Rule 5101-2(d).

 Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and pages 32, 120 and the cover page to address the
Staff’s comment.

 * * * * * * *

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 If you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

 Sincerely,

 /s/ Michael J. Blankenship

 Michael J. Blankenship

 cc:
 Mitchell Creem, Chief Executive Officer, Pioneer Acquisition I Corp

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