Since 2018, Astro Digital has delivered nearly 40 satellites across 16 mission types for more than 30 customers, including NASA, the Department of Defense, Boeing, and Sony.

Astro Digital grew revenue at a 42% two-year CAGR while generating positive adjusted EBITDA, a rare combination among public space peers.

$50 million PIPE with Proem Asset Management and its affiliates committing $25 million, co-led with Leon Capital Group

Proem Asset Management is led by Imran Khan, former Chief Strategy Officer of Snap; following closing, Imran Khan will join the board of directors of Astro Digital.

Astro Digital, US, Inc. (“Astro Digital” or the “Company”), a designer, manufacturer and operator of mission-configurable satellites for commercial, civil and defense applications, and Proem Acquisition Corp I (Nasdaq: PAAC) (“Proem”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement. Upon closing of the business combination, Proem will be named Astro Digital Holdings, Inc. and is expected to trade on Nasdaq following closing, which is anticipated in the first quarter of 2027, subject to certain closing conditions.

Astro Digital designs, manufactures, and operates satellite systems and mission support services for applications such as earth observation, communications, space infrastructure and defense applications. Since 2018, Astro Digital has delivered nearly 40 satellites across 16 distinct mission types and has served more than 30 customers including NASA, the Department of Defense, Boeing, and Sony. Its platforms have enabled a series of industry firsts, including Starcloud-1, which in November 2025 carried the first NVIDIA H100 GPU into orbit and has since run large language model training and inference on orbit; Mandrake, which demonstrated optical inter-satellite links for DARPA and the Space Development Agency; and Otter Pup 1 and 2, a mission demonstration for rendezvous, proximity operations and docking for Starfish Space.

“Breakthrough technologies and expanding commercial applications are driving rapid innovation across the constellation and space sectors and Astro Digital is uniquely positioned to benefit from these tailwinds,” said Chris Biddy, Co-Founder and Chief Executive Officer of Astro Digital. “Over the past 11 years, we have developed strong customer relationships, meeting growing demand with rapid execution capabilities, our scalable manufacturing platform and cost discipline. Unlike competitors in this industry, we have been able to deliver nearly 40 satellites, profitably, with revenue compounding at 42% annualized over two years, positive adjusted EBITDA, and a backlog that doubled last year.”

“We see a long runway for continued growth,” Biddy added. “Our customers continue to expand their constellation plans and develop new applications including data-centers-in-space which we are well suited to take on. This transaction with Proem will enable us to increase our sales force and production capacity, and expand into new verticals, while preserving the discipline that got us here. We are grateful to have Proem as a partner on this journey.”

“We like this business for five reasons,” said Imran Khan, Chairman and Chief Executive Officer of Proem and Founder and Chief Investment Officer of Proem Asset Management. “One, it is capital efficient: it has built satellites for eleven years and delivered nearly 40 of them without the cash burn that defines most of this sector. Two, it is direct leverage to the secular growth of space; as constellations multiply, demand for its platforms multiplies with them. Three, its growth comes from multiple vectors: existing customer follow-ons, new customer wins, government and sovereign programs, and new mission categories like orbital data centers. Four, the management team has a proven track record; they built this business from zero. And five, it is adjusted EBITDA profitable, and has been while compounding revenue at an impressive rate.”

The business combination values Astro Digital at a pro forma post-money enterprise value of approximately $587 million. The transaction will be funded by up to approximately $180 million in gross proceeds, comprising up to $130 million of cash held in Proem’s trust account (assuming no redemptions) and approximately $50 million from PIPE investments led by Proem Asset Management and Leon Capital Group, of which Proem Asset Management and its affiliates have committed $25 million. The transaction has been unanimously approved by the boards of directors of both Astro Digital and Proem and is expected to close in the first quarter of 2027, subject to approval by Proem’s shareholders, the satisfaction of a minimum cash condition of $30 million, the effectiveness of a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (the “SEC”), and other customary closing conditions.

Astro Digital’s existing management team, led by Co-Founder and Chief Executive Officer Chris Biddy and Chief Financial Officer and EVP of Operations Michael Wilson, will continue to lead the combined company. Imran Khan, Chairman and Chief Executive Officer of Proem and Founder and Chief Investment Officer of Proem Asset Management, will join the board of directors of the combined company at closing, alongside current Astro Digital directors Adrian Steckel, former CEO of OneWeb, and Dr. Derek Tournear, former director of the Space Development Agency.

Additional information about the proposed transaction, including a copy of the business combination agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed by Proem with the SEC and available at www.sec.gov.