SecProbe.io

CORRESP
 1
 filename1.htm

 June 13, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Pearlyne Paulemon and Dorrie Yale

 Re: Pioneer Acquisition I Corp

 Registration Statement on Form S-1

 Filed May 29, 2025, as amended

 File No. 333-287656

 Dear Ms. Paulemon and Ms. Yale,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Pioneer Acquisition I Corp
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m.
Eastern Time on June 17, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By :
 /s/ David B atalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

 [ Signature Page to UW Acceleration Request ]

CORRESP
 1
 filename1.htm

 PIONEER
ACQUISITION I CORP

 131
Concord Street

 Brooklyn,
New York

 11201

 June
13, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Pearlyne Paulemon and Dorrie Yale

 RE:
 Pioneer
 Acquisition I Corp

 Registration
Statement on Form S-1, as amended

 Filed
on May 29, 2025

 File
No. 333-287656

 Dear
Ms. Paulemon and Ms. Yale,

 Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Pioneer Acquisition I Corp respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:30 p.m. Washington D.C. time on June 17, 2025, or as soon thereafter as practicable.

 Please
call Michael Blankenship of Winston & Strawn LLP at (713) 651-2678 to provide notice of the effectiveness of the Registration Statement.

 [ Signature
Page Follows ]

 Very
 truly yours,

 Pioneer
 Acquisition I Corp

 By:
 /s/
 Mitchell Creem

 Name:
 Mitchell Creem

 Title:
 Chief Executive
 Officer

 cc:
 Michael Blankenship,
 Winston & Strawn LLP

CORRESP
 1
 filename1.htm

 June 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

 Registration Statement on Form S-1

 Filed May 29, 2025

 File No. 333-287656

 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 June 10, 2025, relating to the Company's Registration Statement on Form S-1 filed via EDGAR on May 29, 2025.

 The Company is concurrently filing via EDGAR the Amendment No. 1 to the 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.

 Registration Statement on Form S-1

 General

 1.

 We note that on page 146 Kevin Schubert is listed as your Chief Financial Officer, but not as a director nominee. However, based on the consent filed as Exhibit 99.3, it also appears that Mr. Schubert is being named as a nominee to your board of directors. Please revise to reconcile the inconsistency or advise.

 Response :
The Company acknowledges the Staff's comment and advises the Staff that Mr. Schubert will not serve as a director. We have revised
to remove the prior-filed Exhibit 99.3.

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

Mitchell Creem
Chief Executive Officer
Pioneer Acquisition I Corp
131 Concord Street
Brooklyn, NY 11201

 Re: Pioneer Acquisition I Corp
 Registration Statement on Form S-1
 Filed May 29, 2025
 File No. 333-287656
Dear Mitchell Creem:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. We note that on page 146 Kevin Schubert is listed as your Chief
Financial Officer, but
 not as a director nominee. However, based on the consent filed as
Exhibit 99.3, it also
 appears that Mr. Schubert is being named as a nominee to your board of
directors.
 Please revise to reconcile the inconsistency or advise.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 June 10, 2025
Page 2

 Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at
202-551-8776
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Michael J. Blankenship
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 1, 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. 2 to Draft Registration Statement on Form S-1

 Submitted March 11, 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 March 24, 2025, relating to the Company’s Amendment No. 2 to Draft Registration Statement on Form S-1 filed via EDGAR on March 11, 2025.

 The Company is concurrently filing via EDGAR the Amendment No. 3 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 2. to Draft Registration Statement on Form S-1

 Cover Page

 1.
 We acknowledge your response and revisions to prior comment 1. Please revise to provide a cross-reference to other relevant sections in the prospectus for disclosures related to compensation, highlighted by prominent type or in another manner, such as the compensation disclosures in your Summary section. 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 cover page to address the Staff’s comment.

 Initial Business Combination, page 11

 2.
 We acknowledge your revisions in response to prior comment 4. We note, however, that your table here continues to reflect a payment of $10,000 per month for office space, administrative and certain financial services, but your Use of Proceeds table contemplates additional fees payable for the same line item. Please revise your disclosures to reconcile.

 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 100 to address the Staff’s comment.

 Report of Independent Registered Public Accounting Firm, page F-2

 3.

 We note the signature of WithumSmith+Brown, PC has been omitted from your audit report. Please amend to provide a signed audit report.

 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page F-2 to address the Staff’s comment.

 General

 4.

 We note your response to prior comment 9 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.

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

 * * * * * * *

 2

 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

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Mitchell Creem
Chief Executive Officer
Pioneer Acquisition I Corp
131 Concord Street
Brooklyn, NY 11201

 Re: Pioneer Acquisition I Corp
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted March 11, 2025
 CIK No. 0002040381
Dear Mitchell Creem:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our January 27, 2025 letter.

Form DRS S-1 Amendment No. 2 Filed March 11, 2025
Cover Page

1. We acknowledge your response and revisions to prior comment 1. Please
revise
 to provide a cross-reference to other relevant sections in the
prospectus for disclosures
 related to compensation, highlighted by prominent type or in another
manner, such as
 the compensation disclosures in your Summary section. See Item
1602(a)(3) of
 Regulation S-K.
 March 24, 2025
Page 2
Initial Business Combination, page 11

2. We acknowledge your revisions in response to prior comment 4. We note,
however,
 that your table here continues to reflect a payment of $10,000 per month
for office
 space, administrative and certain financial services, but your Use of
Proceeds table
 contemplates additional fees payable for the same line item. Please
revise your
 disclosures to reconcile.
Report of Independent Registered Public Accounting Firm, page F-2

3. We note the signature of WithumSmith+Brown, PC has been omitted from
your audit
 report. Please amend to provide a signed audit report.
General

4. We note your response to prior comment 9 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.

 Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at
202-551-8776
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Michael J. Blankenship
</TEXT>
</DOCUMENT>

CORRESP
 1
 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.

 2

 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.

 * * * * * * *

 3

 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

 4

January 27, 2025
Mitchell Creem
Chief Executive Officer
Pioneer Acquisition I Corp
131 Concord Street
Brooklyn, NY 11201
Re:Pioneer Acquisition I Corp
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 10, 2025
CIK No.: 0002040381
Dear Mitchell Creem:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 15, 2024 letter.
Amendment No. 1 to Draft Registration Statement
Cover Page
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 1.

January 27, 2025
Page 2
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.
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.
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.
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.
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.
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.
Dilution, page 37
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 7.

January 27, 2025
Page 3
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.
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.
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).
            Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael J. Blankenship

CORRESP
1
filename1.htm

January 8, 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

Draft Registration Statement on Form S-1

Submitted November 18, 2024

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 December 15, 2024, relating to the Company’s Draft Registration Statement on Form S-1 filed via EDGAR on November 18, 2024.

The Company is concurrently filing via EDGAR Amendment No. 1 to 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.

Draft Registration Statement on Form S-1

Cover Page

    1.
    Please revise to clarify whether public shareholders may elect to redeem their shares if they abstain from voting. Also revise to clarify if there are other limitations on redemption rights. For example, we note your disclosure elsewhere, including on page 41, indicating that redemptions cannot cause net tangible assets to fall below $5,000,001. See Item 1602(a)(2) 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.

    2.
    When discussing the amount of compensation received or to be received, as required by Item 1602(a)(3) of Regulation S-K, please include the repayment of various loans to the sponsor, including a discussion of the possible issuance of private placement warrants upon conversion of up to $1,500,000 of loans at a price of $1.00 per warrant, and any compensation paid or to be paid to or securities issued or to be issued to sponsor affiliates and promoters and the price paid. Please also provide a cross- reference to all relevant sections in the prospectus for disclosures related to compensation, highlighted by prominent type or in another manner, as required by 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 disclosures throughout the prospectus to address the Staff’s comment.

    3.
    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. Also highlight your cross-reference to the risk factors section with prominent type or in another manner. See Item 501(b)(5) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosures throughout the prospectus to address the Staff’s comment.

    4.
    Please clearly state that there may be actual or potential material conflicts of interest between the sponsor, its affiliates, or promoters; and purchasers in the offering. Please also include cross-references to all related disclosures in the prospectus, 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.

    5.
    Where you discuss the non-managing sponsor investors’ expression of interest, please revise to clarify whether their potential purchase of units in the offering is conditioned on their potential indirect purchase of private placement warrants and founder shares in a private placement, or vice versa. In addition, we note your disclosures that such investors will purchase up to 4,010,000 private placement warrants to be purchased by your “sponsor, Cantor and Odeon.” Please revise to clarify whether these investors’ warrants will all be from the 4,955,000 private placement warrants allocated to the sponsor rather than the 2,545,000 private placement warrants allocated to the underwriters.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and pages 2, 23, 26, 79, 80, 152, 153,
193 to address the Staff’s comment.

Our Insiders and Management, page 3

    6.
    We note that Mitchell Creem is the manager of your sponsor and has voting and dispositive power over the shares owned by Pioneer Acquisition 1 Sponsor Holdco LLC. We also note that the non-managing sponsor members will hold membership interests in the sponsor, and your disclosure on page 52 that all your officers and directors own individual economic interests in your sponsor. Please revise to disclose all persons or affiliated groups who have direct or indirect material interests in the sponsor, as well as the nature and amount of their interests. See Item 1603(a)(7) of Regulation S-K.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on page 54 to clarify that Mitchell Creem is the sole member
of the sponsor and to address the Staff’s comment. The Company notes that the sponsor is “solely owned and controlled by Mr. Mitchell
Creem.”

    7.
    Please disclose any circumstances or arrangements under which the sponsor, its affiliates and promoters, directly or indirectly have transferred or could transfer ownership of your securities or that have resulted or could result in the surrender or cancellation of such securities. Specifically, disclose whether indirect transfers of ownership of your securities could take place through the transfer of membership interests in the sponsor itself and describe any circumstances or arrangements whereby this has or may take place. See Item 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 5-6, 44, 115-116, and 140-141 to address the Staff’s
comment.

    2

Prospectus Summary Competitive Strengths, page 6

    8.
    We refer to your statement that your management team and board “boasts a remarkable track record of identifying and sourcing blank-check transactions,” and that their previous SPAC business combination experience demonstrate strengths. Please revise to balance your disclosures to disclose that several of the SPACs did not complete their initial public offerings, as your disclosures indicate on page 137, and that Altitude Acquisition Corp has been delisted from Nasdaq and to the extent correct, that it has not yet completed an initial business combination. On page 137, please also expand your disclosures regarding Altitude Acquisition Corp. to disclose the formation date of the SPAC and information regarding any initial business combination.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on pages 8, 111 and 140 to address the Staff’s comment.

Initial Business Combination, page 9

    9.
    We note disclosure on page 33 and elsewhere regarding payments of various fees that may be made to insiders, including your sponsor, officers, directors and their affiliates, and the amount of contemplated fees reflected in your Use of Proceeds table. Please revise your compensation table on page 10 to reference the potential payments that may be made to your sponsor, its affiliates or promoters of finder’s, advisory, consulting or success fees for their services rendered prior to or in connection with the completion of the initial business combination. Please also disclose the anti-dilution adjustment of the founder shares in the table. 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 12-113 and 118-119 to address the Staff’s
comment.

    10.
    Please revise your tabular disclosure beginning on page 10 regarding transfer restrictions to identify the natural persons and entities subject to such agreements. 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 112-113 and 118-119 to address the Staff’s
comment.

Conflicts of Interest, page 22

    11.
    Please expand your disclosures to describe all such actual or potential material conflicts between the sponsor, its affiliates, or promoters, and purchasers in the offering, including those that may arise in determining whether to pursue a de-SPAC transaction. For example, you should discuss potential material conflicts relating to compensation, the financial interests of the sponsor, its affiliates and promoters in completing any de-SPAC transaction within the allotted time, repayment of loans, as well as 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 pages 24 to address the Staff’s comment.

    3

Ability to extend time to complete initial business combination, page 24

    12.
    Please disclose whether security holders will have voting or redemption rights with respect to an extension. In addition, please disclose your plans if you do not consummate a de-SPAC transaction within 24 months, including whether you expect to extend the time period, whether there are any limitations on the number of extensions, including the number of times, and the consequences to the SPAC sponsor of not completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on pages 35, 47, 127 and the cover page to address the
Staff’s comment.

Expressions of interest, page 24

    13.
    Please disclose the number of non-managing sponsor investors who have expressed an interest in purchasing units and whether you believe these purchases will affect your ability to meet Nasdaq listing requirements. Please file any agreements or forms of agreements with the non-managing sponsor investors as exhibits or advise us why they are not material.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that the number of non-managing sponsor members has not been determined at this time. The
Company will update the Registration Statement with such relevant information in a subsequent filing. The Company notes that only the
sponsor will enter into agreements with non-managing sponsor members, which do not need to be filed as exhibits under Item 601 of Regulation
S-K.

Anticipated expenses and funding sources, page 26

    14.
    Please revise this section or include a new section within the Summary under an appropriate subcaption to provide a more comprehensive discussion regarding whether you have any plans to seek additional financing and how such financings may impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K. In this regard, we note your disclosures that you intend to effectuate your initial business combination using among other sources, your shares, debt, or a combination that includes shares and debt, and that you intend to target businesses whose enterprise value is up to $2.0 billion.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on pages 14 and 120 to address the Staff’s comment.

Summary Financial Data, page 36

    15.
    Please tell us why the $204,600 over-allotment liability has been included in total liabilities, as adjusted, but not included in the calculation of working capital (deficit), as adjusted.

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

    4

Risk Factors

If we seek shareholder approval of our initial business combination . . ., page 47

    16.
    Please expand your risk factor to also explain that no votes from public shares would be needed if only the holders required for quorum were to vote, as you disclose on page 20 and elsewhere, or if the non-managing sponsor investors vote in favor of the initial business combination, as you discuss on page 24. In addition, here and where similar disclosure appears, revise to discuss the incentive that such non-managing sponsor investors will have to vote in favor of the transaction. Please also add or revise the fourth summary risk factor on page 37 to explain these scenarios.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on pages 27, 40, 49, 75, 79, and 153 to address the Staff’s
comment.

We may not be able to complete an initial business combination. . ., page 81

    17.
    With a view towards disclosure, please state whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please expand this risk factor to discuss this information.

Response: The Company acknowledges the Staff’s comment and advises the Staff that the sponsor is a Delaware limited liability company, and is neither controlled by nor has substantial ties with a non-U.S. person. The Company further advises that it has revised its disclosure on page 81 to address the Staff’s comment.

Dilution, page 97

    18.
    We note your disclosure on page 59 stating that you do not have a specified maximum redemption threshold. Please reconcile this with the fact that you have limited the number of ordinary shares to be redeemed in the maximum redemption scenarios calculated on page 98. We also note that the amount paid for redemptions in the maximum redemption scenarios is based on a per share price of $10.05, while the amount paid for redemptions in other scenarios is $10 per share. Please advise.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on page 100 to address the Staff’s comment.

    19.
    We note that your calculations assume that you will not issue any ordinary shares as part of the combination consideration, and that no ordinary shares and convertible equity or debt securities are issued in connection with additional financing in connection with an initial business combination. Please expand your disclosure to highlight that you may need to do so as you intend to target an initial business combination with a target company whose enterprise value is up to $2.0 billion.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised its disclosure on pages 14, 34, and 120 to address the Staff’s comment.

Proposed Business

Comparison of Redemption or Purchase. . ., page 127

    20.
    We note your disclosures throughout your prospectus that your sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market transactions from public shareholders who have already elected to exercise redemption rights or submitted a proxy to vote against your initial business combination, and that the purpose of such purchases may result in the completion of your initial business combination that may not otherwise have been possible and yo

December 15, 2024
Mitchell Creem
Chief Executive Officer
Pioneer Acquisition I Corp
131 Concord Street
Brooklyn, NY 11201
Re:Pioneer Acquisition I Corp
Draft Registration Statement on Form S-1
Submitted November 18, 2024
CIK No.: 0002040381
Dear Mitchell Creem:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise to clarify whether public shareholders may elect to redeem their shares if
they abstain from voting. Also revise to clarify if there are other limitations on
redemption rights. For example, we note your disclosure elsewhere, including on page
41, indicating that redemptions cannot cause net tangible assets to fall below
$5,000,001. See Item 1602(a)(2) of Regulation S-K.
When discussing the amount of compensation received or to be received, as required
by Item 1602(a)(3) of Regulation S-K, please include the repayment of various loans
to the sponsor, including a discussion of the possible issuance of private placement
warrants upon conversion of up to $1,500,000 of loans at a price of $1.00 per warrant,
and any compensation paid or to be paid to or securities issued or to be issued to 2.

December 15, 2024
Page 2
sponsor affiliates and promoters and the price paid. Please also provide a cross-
reference to all relevant sections in the prospectus for disclosures related to
compensation, highlighted by prominent type or in another manner, as required by
Item 1602(a)(3) of Regulation S-K.
3.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. Also
highlight your cross-reference to the risk factors section with prominent type or in
another manner. See Item 501(b)(5) of Regulation S-K.
4.Please clearly state that there may be actual or potential material conflicts of interest
between the sponsor, its affiliates, or promoters; and purchasers in the offering. Please
also include cross-references to all related disclosures in the prospectus, highlighted
by prominent type or in another manner. See Item 1602(a)(5) of Regulation S-K.
5.Where you discuss the non-managing sponsor investors' expression of interest, please
revise to clarify whether their potential purchase of units in the offering is conditioned
on their potential indirect purchase of private placement warrants and founder shares
in a private placement, or vice versa. In addition, we note your disclosures that such
investors will purchase up to 4,010,000 private placement warrants to be purchased by
your "sponsor, Cantor and Odeon." Please revise to clarify whether these investors'
warrants will all be from the 4,955,000 private placement warrants allocated to the
sponsor rather than the  2,545,000 private placement warrants allocated to the
underwriters.
Our Insiders and Management, page 3
6.We note that Mitchell Creem is the manager of your sponsor and has voting and
dispositive power over the shares owned by Pioneer Acquisition 1 Sponsor Holdco
LLC. We also note that the non-managing sponsor members will hold membership
interests in the sponsor, and your disclosure on page 52 that all your officers and
directors own individual economic interests in your sponsor. Please revise to disclose
all persons or affiliated groups who have direct or indirect material interests in the
sponsor, as well as the nature and amount of their interests. See Item 1603(a)(7) of
Regulation S-K.
7.Please disclose any circumstances or arrangements under which the sponsor, its
affiliates and promoters, directly or indirectly have transferred or could transfer
ownership of your securities or that have resulted or could result in the surrender or
cancellation of such securities. Specifically, disclose whether indirect transfers of
ownership of your securities could take place through the transfer of membership
interests in the sponsor itself and describe any circumstances or arrangements
whereby this has or may take place. See Item 1603(a)(6) of Regulation S-K.
Prospectus Summary
Competitive Strengths, page 6
We refer to your statement that your management team and board "boasts a
remarkable track record of identifying and sourcing blank-check transactions," and
that their previous SPAC business combination experience demonstrate
strengths. Please revise to balance your disclosures to disclose that several of the 8.

December 15, 2024
Page 3
SPACs did not complete their initial public offerings, as your disclosures indicate on
page 137, and that Altitude Acquisition Corp has been delisted from Nasdaq and to
the extent correct, that it has not yet completed an initial business combination. On
page 137, please also expand your disclosures regarding Altitude Acquisition Corp. to
disclose the formation date of the SPAC and information regarding any initial
business combination.
Initial Business Combination, page 9
9.We note disclosure on page 33 and elsewhere regarding payments of various fees that
may be made to insiders, including your sponsor, officers, directors and their
affiliates, and the amount of contemplated fees reflected in your Use of Proceeds
table. Please revise your compensation table on page 10 to reference the potential
payments that may be made to your sponsor, its affiliates or promoters of finder's,
advisory, consulting or success fees for their services rendered prior to or in
connection with the completion of the initial business combination. Please also
disclose the anti-dilution adjustment of the founder shares in the table. 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.
10.Please revise your tabular disclosure beginning on page 10 regarding transfer
restrictions to identify the natural persons and entities subject to such agreements. See
Item 1603(a)(9) of Regulation S-K.
Conflicts of Interest, page 22
11.Please expand your disclosures to describe all such actual or potential material
conflicts between the sponsor, its affiliates, or promoters, and purchasers in the
offering, including those that may arise in determining whether to pursue a de-SPAC
transaction. For example, you should discuss potential material conflicts relating to
compensation, the financial interests of the sponsor, its affiliates and promoters in
completing any de-SPAC transaction within the allotted time, repayment of loans, as
well as 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.
Ability to extend time to complete initial business combination, page 24
12.Please disclose whether security holders will have voting or redemption rights with
respect to an extension. In addition, please disclose your plans if you do not
consummate a de-SPAC transaction within 24 months, including whether you expect
to extend the time period, whether there are any limitations on the number of
extensions, including the number of times, and the consequences to the SPAC sponsor
of not completing an extension of this time period. See Item 1602(b)(4) of Regulation
S-K.
Expressions of interest, page 24
Please disclose the number of non-managing sponsor investors who have expressed an
interest in purchasing units and whether you believe these purchases will affect your 13.

December 15, 2024
Page 4
ability to meet Nasdaq listing requirements. Please file any agreements or forms of
agreements with the non-managing sponsor investors as exhibits or advise us why
they are not material.
Anticipated expenses and funding sources, page 26
14.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding
whether you have any plans to seek additional financing and how such financings
may impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation
S-K. In this regard, we note your disclosures that you intend to effectuate your initial
business combination using among other sources, your shares, debt, or a combination
that includes shares and debt, and that you intend to target businesses whose
enterprise value is up to $2.0 billion.
Summary Financial Data, page 36
15.Please tell us why the $204,600 over-allotment liability has been included in total
liabilities, as adjusted, but not included in the calculation of working capital (deficit),
as adjusted.
Risk Factors
If we seek shareholder approval of our initial business combination . . . , page 47
16.Please expand your risk factor to also explain that no votes from public shares would
be needed if only the holders required for quorum were to vote, as you disclose on
page 20 and elsewhere, or if the non-managing sponsor investors vote in favor of the
initial business combination, as you discuss on page 24. In addition, here and where
similar disclosure appears, revise to discuss the incentive that such non-managing
sponsor investors will have to vote in favor of the transaction. Please also add or
revise the fourth summary risk factor on page 37 to explain these scenarios.
We may not be able to complete an initial business combination. . ., page 81
17.With a view towards disclosure, please state whether your sponsor is, is controlled by,
or has substantial ties with a non-U.S. person. If so, please expand this risk factor to
discuss this information.
Dilution, page 97
18.We note your disclosure on page 59 stating that you do not have a specified maximum
redemption threshold.  Please reconcile this with the fact that you have limited the
number of ordinary shares to be redeemed in the maximum redemption scenarios
calculated on page 98.  We also note that the amount paid for redemptions in the
maximum redemption scenarios is based on a per share price of $10.05, while the
amount paid for redemptions in other scenarios is $10 per share.  Please advise.
We note that your calculations assume that you will not issue any ordinary shares as
part of the combination consideration, and that no ordinary shares and convertible
equity or debt securities are issued in connection with additional financing in
connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business 19.

December 15, 2024
Page 5
combination with a target company whose enterprise value is up to $2.0 billion.
Proposed Business
Comparison of Redemption or Purchase. . ., page 127
20.We note your disclosures throughout your prospectus that your sponsor, directors,
officers, advisors or their affiliates may purchase shares in privately negotiated
transactions or in the open market transactions from public shareholders who have
already elected to exercise redemption rights or submitted a proxy to vote against your
initial business combination, and that the purpose of such purchases may result in the
completion of your initial business combination that may not otherwise have been
possible and your disclosure here that there is no limit to the prices that they may pay
for such purchases. Please revise to discuss how any such purchases would comply
with Rule 14e-5. Refer to Tender Offer Rules and Schedules C&DI 166.01.
Notes to the Financial Statements
Note 7, page F-15
21.We note your determination that the private placement warrants meet the
requirements for equity classification. Please provide us with your analysis under
ASC 815-40 to support your accounting treatment for these warrants. As part of your
analysis, please address whether there are any terms or provisions in the warrant
agreement that provide for potential changes to the settlement amounts that are
dependent upon the characteristics of the holder of the warrant, and if so, how you
analyzed those provisions in accordance with the guidance is ASC 815-40. Your
response should address, but not be limited to, your disclosure that "the Private
Placement Warrants will be non-redeemable for cash and exercisable on a cashless
basis so long as they are held by the Sponsor or its permitted transferees."
General
22.We note your disclosures that you have 24 months to consummate an initial business
combination, but that you may hold a shareholder vote to amend such duration, "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 also
how any such amendment will comply with the requirements of Nasdaq Rule 5101-
2(d).

December 15, 2024
Page 6
            Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael J. Blankenship