UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Commission file number: 333-290920

Aeon Acquisition I Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 621-8777 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2025, the aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant was $0.

As of April 14, 2026, there were 0 Class A Ordinary Shares, par value $0.0001 per share, and 12,321,429 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Aeon Acquisition I Corp.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this Report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

Unless otherwise stated in this Report, or the context otherwise requires, references to:

PART I

ITEM 1. BUSINESS

Overview

We are a blank check company incorporated on August 1, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with one or more businesses or entities. As of the date of this Report, we have not selected any specific Business Combination target. We have generated no operating revenues to date.

Our Management Team

Our management team has extensive experience in mergers and acquisitions, capital markets, private equity, and operating businesses globally.

Executive Officers and Directors

Mr. Demetrios Mallios has served as our Chief Executive Officer and director since August 2025. Mr. Mallios is the Founder of The Aeon Group, Inc., the parent company of the Aeon Family of Funds and AeonX, as well as other subsidiaries, and has held the position of Chief Executive Officer since July 2013. Mr. Mallios has had a diverse career over the past 30+ years as a fund manager, corporate consultant, investment banker, executive and entrepreneur. Prior to Aeon, his experience as Partner, CEO, COO, and Head of Investment Banking at many firms in the US, China as well as other countries has allowed him to participate as principal investor and/or agent in primary and secondary transactions in private and public companies worldwide. He has served as a director of Invent Ventures, Inc. (OTC: IDEA), a technology venture firm, since November 2017. Mr. Mallios has previous experience also includes Bank of America, UBS, Paulson Investment Company, and Jensyn Acquisition Corp. See “Prior Blank Check Experience.”

Mr. Alan Lewis, has served as our Chief Financial Officer since October 2025. Mr. Lewis has a track record of success as a transformational leader in the financial, investment, and technology industries. He has co-founded and raised funds for multiple ventures, including The Aeon Group, Inc. In his current roles and as an investment banker, Alan has leveraged his extensive background in entrepreneurship, start-ups, mergers & acquisitions, due diligence, strategy, venture capital, corporate finance, private equity, and strategic planning to help companies innovate in the digital arena at firms. He co-founded The Aeon Group, Inc. and since March 2014 has served as Chief Strategy Officer and a director. Since, June 2004, he has been the Managing Member of Aeon X, LLC, a technology platform that offers access to a collection of alternative investments and related products. He received his Bachelor of Arts degree in Political Science from American Public University in 2011 and a Masters of Public Administration in Organizational Leadership from CSU Northridge in 2012. He has also demonstrated the ability to grow private equity and venture capital funds and is dedicated to continuous learning in the rapidly evolving digital landscape, as demonstrated by his pursuit of a doctoral degree in Education and Psychology from Pepperdine University.

Mr. Victor (Rock) Klinefelter, has served as our Chief Operating Officer since October 2025. Mr. Klinefelter brings nearly 30 years of senior management experience across privately held, publicly traded, and Fortune 100 companies such as Leo Burnett, Diesel, and Philip Morris International. He has held national, regional, and global leadership roles in the USA, Asia, and Europe—successfully guiding diverse, multicultural teams through periods of growth and expansion. He began his career at the Leo Burnett Company, where he rose to the role of Global Director. He later served as Global Head of Marketing at Diesel, Regional Marketing Director Asia at Philip Morris International, and Global Commercial Director for Philip Morris International Duty Free. Following these corporate roles, he co-founded a business development venture and currently serves as Chief Operating Officer and Chief of Staff at The Aeon Group. Mr. Klinefelter is a graduate of Amherst College (Massachusetts, USA).

Mr. Georgios Panou has served as our Chief Investment Officer since October 2025. Mr. Panou is a seasoned sports-marketing executive who has co-led Octagon Basketball Europe since 2016, growing it into the continent’s second-largest basketball agency. In May 2022, he founded Upgr8 Sports Management Ltd., building partnerships with Olympic athletes and global brands (VISA, L’Oréal, Allianz, PlayStation) and also co-established Octagon International Soccer, where he orchestrated record-breaking transfers. Since March 2022, Mr. Panou has served as director of OIS Agency Ltd, a soccer focused sports agency. A former national-team coach who led Greece to a World Cup silver in 2006, Georgios holds a degree in Sports Training & Sports Marketing from Visa Skola in Belgrade in 2001.

Mr. Alex Saratsis has served as our Chief Strategy Officer since October 2025. Mr. Saratsis is Co-Managing Director of Octagon Basketball, where since 2020 he has co-led a global division representing 40+ NBA stars and overseeing over $2 billion in active contracts and endorsements. With two decades of international sports-management experience, Alex built Octagon’s basketball operations across North America, Europe, Asia, and South America—recruiting elite talent, negotiating landmark deals (including Giannis Antetokounmpo’s record extensions), and launching Octagon54 to develop African basketball prospects. A Northwestern graduate with a Bachelor’s Degree in Political Scient in May 2002, fluent in four languages, Alex also teaches Sports Administration at his alma mater.

Mr. Themis Bilionis has served as our Chief Business Officer since October 2025. Mr. Bilionis, born in Athens in 1977, has extensive operational expertise in European sports management. After starting his career at Basketopolis S.A. as Head of Marketing and Communications, he co-founded the Octagon Basketball Europe network in 2013, later merging to form OBE SPORTS MANAGEMENT LTD in 2020. Since March 2021, Mr. Bilionis has served as Director of Operations of OBE Sports Management LTD, as well as a member of the Board of Directors. Mr. Bilionis received his Bachelor of Arts degree from Panteion University of Social Sciences in 1996 and a Master of Arts degree from University of Durham Business School in 2003.

Employees

We currently have 6 officers and do not intend to have any full-time employees prior to the completion of our initial Business Combination. Members of our management team are not obligated to devote any specific number of hours to our matters.

Periodic Reporting and Financial Information

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of our Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior June 30th, and (2) our annual revenues equaled or exceeded $100.0 million during such completed fiscal year or the aggregate worldwide market value of our Class A ordinary shares held by non-affiliates equaled or exceeded $700.0 million as of the prior June 30th.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this Item. 

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBER SECURITY

Although, as a blank check company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, our bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties. We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team will report to the Board of Directors and provide updates on the Management Team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

ITEM 2. PROPERTIES

Our executive offices are located at 66 West Flagler Street, Suite 900, Miami, FL 33130, and our telephone number is 877-787-1880. We consider our current office space adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

We entered into a Settlement Agreement with respect to an arbitration that was filed against us, Demetrios Mallios, The Aeon Group, Inc. (“AGI”), and Geneships Acquisition Corp. with the American Arbitration Association in February 2026 (AAA Case No. 01-26-0000-6229) by Chardan Capital Markets, LLC (“Chardan”) in connection with fees for certain capital-raising activities, including related to a possible SPAC transaction, under a 2023 engagement letter and 2024 amendment that preceded our formation. The total amount sought was not less than $15,000,000.

In February 2026, we commenced a special proceeding in the Supreme Court of the State of New York (Index No. 65082/2026) seeking to permanently stay the arbitration as against the Company. Demetrios Mallios, our Chairman and Chief Executive Officer, and, his affiliate, The Aeon Group, Inc. jointly and severally indemnified the Company and its shareholders for any liabilities, losses, or expenses arising from the arbitration and any related claims.

On March 20, 2026, the parties agreed to a binding settlement term sheet and on March 26, 2026, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Chardan, Mr. Mallios, Geneships Acquisition Corp., AGI and D. Boral Capital LLC (“D. Boral”).

The Settlement Agreement is contingent upon the closing of this offering and will become effective only upon the closing of this offering (the “Effective Time”). The Settlement Agreement provides, among other things, that Chardan will serve as lead book-running manager and D. Boral will serve as co-lead book-running manager for this offering and that underwriting compensation in connection with this offering will be allocated between them. The Settlement Agreement further provides that, following the Effective Time, the arbitration and related court proceeding will be dismissed with prejudice, and mutual general releases between us, Demetrios Mallios, Geneships Acquisition Corp., and AGI that are contained in the Settlement Agreement will become effective, pursuant to which each party, on behalf of itself and its affiliates and related parties, will release the other parties and their respective affiliates and representatives from all claims, whether known or unknown, arising out of or relating to events occurring on or prior to March 25, 2026 other than obligations arising under the Settlement Agreement and related transaction documents.

If this offering does not close on or prior to May 25, 2026, unless extended by mutual agreement of the Company, Chardan and D. Boral, the Settlement Agreement will automatically terminate and be of no further force or effect. In such event, the arbitration and related proceedings could continue, and the Company and its affiliates could remain subject to claims in excess of $15,000,000. If the Settlement Agreement does not become effective, the arbitration and related court proceedings would resume, and our ability to complete this offering or any subsequent initial business combination could be materially and adversely affected.

The Settlement Agreement does not affect the funds held in the trust account established in connection with this offering. Other than the deferred underwriting commissions described under “Underwriting,” which are payable from the trust account upon the completion of an initial business combination, no amounts payable under or in connection with the Settlement Agreement will be paid from the trust account. The Company does not expect that any liabilities arising under or in connection with the Settlement Agreement, including any claim for breach thereof, would be payable from the trust account, and the Settlement Agreement provides that neither the Company nor the trust account will be responsible for any payments required to effect the allocation of underwriting compensation between the underwriters. No additional compensation is payable by the Company in connection with the Settlement Agreement other than the underwriting compensation described under “Underwriting.”

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no current market for our ordinary shares.

Holders of Record

As of April 14, 2026, there were 12,321,429 of our Class B Ordinary Shares issued and outstanding held by 1 stockholder of record.

Dividends

We have not paid any cash dividends on our ordinary shares to date.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements.

Liquidity and Capital Resources

Our liquidity needs have been satisfied through $550,000 in promissory notes from our Sponsor ($507,416.31 of which has been drawn down on April 8, 2026).

Settlement Agreement

As described under “Legal Proceedings,” we have entered into a Settlement Agreement to resolve a pending arbitration and related proceedings. The effectiveness of the Settlement Agreement is contingent upon the closing of our potential IPO. If the potential initial public offering is not closed by May 25, 2026 (subject to extension by mutual agreement), the Settlement Agreement will not become effective and the arbitration and related proceedings could continue, and we could remain subject to claims in excess of $15,000,000.

We do not expect any liabilities arising under or in connection with the Settlement Agreement, including any claim for breach thereof, to be payable from the trust account, other than the deferred underwriting commissions described in this prospectus, which are payable from the trust account upon the completion of an initial business combination.

Related Party Transactions

On August 20, 2025, our Sponsor and certain directors and officers, either directly or indirectly, purchased an aggregate of 12,321,429 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.002 per share.

On August 20, 2025, we issued an unsecured promissory note to our sponsor with an aggregate principal amount of up to $200,000, which is non-interest-bearing. We amended and restated such note as of December 30, 2025 to increase the amount to $350,000 and further amended and restated the promissory note on February 12, 2026 to increase the amount to $450,000 and again amended and restated to promissory note on April 7, 2026 to increase the amount to $550,000. As of April 8, 2026, we had borrowed $507,416.31 under the promissory note. The principal of this note may be drawn down from time to time upon a written request from us to our sponsor. The principal under the note is payable on the date on which we consummate an initial public offering of our securities or the date on which we determine not to conduct an initial public offering of our securities.

Controls and Procedures

We are not currently required to certify the effectiveness of our internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2026. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on internal control over financial reporting. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.

As of the date of this Report we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when, or if, required by Section 404. The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of the date of this Report, we do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and do not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this Report as we have conducted no operations to date.

JOBS Act

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our officers’ compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our potential initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not required for smaller reporting companies.

Item 8. Financial Statements and Supplementary Data.

This information appears following Item 15 of this Annual Report and is included herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were not effective due to the material weakness described below.

Management identified certain control deficiencies, that when aggregated constitute material weaknesses as follows:

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In response to the identified material weaknesses, we have undertaken several initiatives to strengthen our internal controls:

These remediation efforts are ongoing and will require time to fully implement and assess for effectiveness. Although we are committed to strengthening our internal controls, we cannot guarantee that these measures will entirely eliminate all material weaknesses or that additional issues will not arise in the future as accounting standards and industry practices continue to evolve.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. We are an emerging growth company, as defined in the JOBS Act, and as such we are exempt from the attestation requirement.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the material weakness described above.

Changes in Internal Control over Financial Reporting

Other than the remediation activities described above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

Trading Arrangements

During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Mr. Demetrios Mallios has served as our Chief Executive Officer and director since August 2025. Mr. Mallios is the Founder of The Aeon Group, Inc., the parent company of the Aeon Family of Funds and AeonX, as well as other subsidiaries, and has held the position of Chief Executive Officer since July 2013. Mr. Mallios has had a diverse career over the past 30+ years as a fund manager, corporate consultant, investment banker, executive and entrepreneur. Prior to Aeon, his experience as Partner, CEO, COO, and Head of Investment Banking at many firms in the US, China as well as other countries has allowed him to participate as principal investor and/or agent in primary and secondary transactions in private and public companies worldwide. He has served as a director of Invent Ventures, Inc. (OTC: IDEA), a technology venture firm, since November 2017. Mr. Mallios has previous experience also includes Bank of America, UBS, Paulson Investment Company, and Jensyn Acquisition Corp. See “Prior Blank Check Experience.”

Mr. Alan Lewis, has served as our Chief Financial Officer since October 2025. Mr. Lewis has a track record of success as a transformational leader in the financial, investment, and technology industries. He has co-founded and raised funds for multiple ventures, including The Aeon Group, Inc. In his current roles and as an investment banker, Alan has leveraged his extensive background in entrepreneurship, start-ups, mergers & acquisitions, due diligence, strategy, venture capital, corporate finance, private equity, and strategic planning to help companies innovate in the digital arena at firms. He co-founded The Aeon Group, Inc. and since March 2014 has served as Chief Strategy Officer and a director. Since, June 2004, he has been the Managing Member of Aeon X, LLC, a technology platform that offers access to a collection of alternative investments and related products. He received his Bachelor of Arts degree in Political Science from American Public University in 2011 and a Masters of Public Administration in Organizational Leadership from CSU Northridge in 2012. He has also demonstrated the ability to grow private equity and venture capital funds and is dedicated to continuous learning in the rapidly evolving digital landscape, as demonstrated by his pursuit of a doctoral degree in Education and Psychology from Pepperdine University.

Mr. Victor (Rock) Klinefelter, has served as our Chief Operating Officer since October 2025. Mr. Klinefelter brings nearly 30 years of senior management experience across privately held, publicly traded, and Fortune 100 companies such as Leo Burnett, Diesel, and Philip Morris International. He has held national, regional, and global leadership roles in the USA, Asia, and Europe—successfully guiding diverse, multicultural teams through periods of growth and expansion. He began his career at the Leo Burnett Company, where he rose to the role of Global Director. He later served as Global Head of Marketing at Diesel, Regional Marketing Director Asia at Philip Morris International, and Global Commercial Director for Philip Morris International Duty Free. Following these corporate roles, he co-founded a business development venture and currently serves as Chief Operating Officer and Chief of Staff at The Aeon Group. Mr. Klinefelter is a graduate of Amherst College (Massachusetts, USA).

Mr. Georgios Panou has served as our Chief Investment Officer since October 2025. Mr. Panou is a seasoned sports-marketing executive who has co-led Octagon Basketball Europe since 2016, growing it into the continent’s second-largest basketball agency. In May 2022, he founded Upgr8 Sports Management Ltd., building partnerships with Olympic athletes and global brands (VISA, L’Oréal, Allianz, PlayStation) and also co-established Octagon International Soccer, where he orchestrated record-breaking transfers. Since March 2022, Mr. Panou has served as director of OIS Agency Ltd, a soccer focused sports agency. A former national-team coach who led Greece to a World Cup silver in 2006, Georgios holds a degree in Sports Training & Sports Marketing from Visa Skola in Belgrade in 2001.

Mr. Alex Saratsis has served as our Chief Strategy Officer since October 2025. Mr. Saratsis is Co-Managing Director of Octagon Basketball, where since 2020 he has co-led a global division representing 40+ NBA stars and overseeing over $2 billion in active contracts and endorsements. With two decades of international sports-management experience, Alex built Octagon’s basketball operations across North America, Europe, Asia, and South America—recruiting elite talent, negotiating landmark deals (including Giannis Antetokounmpo’s record extensions), and launching Octagon54 to develop African basketball prospects. A Northwestern graduate with a Bachelor’s Degree in Political Scient in May 2002, fluent in four languages, Alex also teaches Sports Administration at his alma mater.

Mr. Themis Bilionis has served as our Chief Business Officer since October 2025. Mr. Bilionis, born in Athens in 1977, has extensive operational expertise in European sports management. After starting his career at Basketopolis S.A. as Head of Marketing and Communications, he co-founded the Octagon Basketball Europe network in 2013, later merging to form OBE SPORTS MANAGEMENT LTD in 2020. Since March 2021, Mr. Bilionis has served as Director of Operations of OBE Sports Management LTD, as well as a member of the Board of Directors. Mr. Bilionis received his Bachelor of Arts degree from Panteion University of Social Sciences in 1996 and a Master of Arts degree from University of Durham Business School in 2003.

Family Relationships

No family relationships exist between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer.

Number and Terms of Office of Officers and Directors

Our board of directors consists of one member.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

ITEM 11. EXECUTIVE COMPENSATION

Executive Officers and Director Compensation

Our officers and sole director have not received compensation for services rendered to us.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our Board of Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of April 14, 2026, with respect to the beneficial ownership of our voting securities by (i) each person who is known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares, (ii) each of our officers and directors, and (iii) all of our officers and directors as a group.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On August 20, 2025, our Sponsor and certain directors and officers, either directly or indirectly, purchased an aggregate of 12,321,429 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.002 per share.

On August 20, 2025, we issued an unsecured promissory note to our sponsor with an aggregate principal amount of up to $200,000, which is non-interest-bearing. We amended and restated such note as of December 30, 2025 to increase the amount to $350,000 and further amended and restated the promissory note on February 12, 2026 to increase the amount to $450,000 and again amended and restated to promissory note on April 7, 2026 to increase the amount to $550,000. As of April 8, 2026, we had borrowed $507,416.31 under the promissory note. The principal of this note may be drawn down from time to time upon a written request from us to our sponsor. The principal under the note is payable on the date on which we consummate an initial public offering of our securities or the date on which we determine not to conduct an initial public offering of our securities.

ITEM 14. Principal Accountant Fees and Services.

The firm of RBSM LLP (“RBSM”), acts as our independent registered public accounting firm. The following is a summary of fees paid to RBSM for services rendered.

Audit Fees. Audit fees consist of the aggregate fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by RBSM in connection with regulatory filings. The aggregate fees of RBSM for professional services rendered for the (i) audit of our initial registration, (ii) audit of our annual financial statements, and (iii)review of the financial information included in our Form 10-K for the period from August 1, 2025 (inception) through December 31, 2025, totaled approximately $70,000. The above amounts include interim procedures and audit fees.

Audit-Related Fees. During the period from August 1, 2025 (inception) through December 31, 2025, our independent registered public accounting firm rendered assurance and related services related to the performance of the audit or review of financial statements, which totaled $15,000.

Tax Fees. During the period from August 1, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees. During the period from August 1, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above

PART IV

ITEM 15. Exhibits, Financial Statement Schedules

Item 15. Exhibit and Financial Statement Schedules.

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Item 16. Form 10-K Summary.

Not applicable.

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

New York Office:   805 Third Avenue New York, NY 10022 212.838-5100   www.rbsmllp.com

To the Stockholder and Board of Directors of

Aeon Acquisition I Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Aeon Acquisition I Corp. (the “Company”) as of December 31, 2025, and the related statement of operations, changes in shareholder’s deficit, and cash flows for the period from August 1, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from August 1, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company’s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 1 to the financial statements. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Notes 2. The financial statements do not include any adjustments that become necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we were required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

New York, NY Washington DC Mumbai and Pune, India San Francisco, CA

Houston, TX Boca Raton, FL Las Vegas, NV Beijing, China Athens, Greece

Member: ANTEA International with affiliated offices worldwide

AEON ACQUISITION I CORP.

BALANCE SHEET

The accompanying notes are an integral part of these financial statements.

AEON ACQUISITION I CORP.

STATEMENT OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

AEON ACQUISITION I CORP.

STATEMENT OF CHANGES SHAREHOLDER’S DEFICIT

FOR THE PERIOD FROM AUGUST 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

The accompanying notes are an integral part of these financial statements.

AEON ACQUISITION I CORP.

STATEMENT OF CASH FLOWS

The accompanying notes are an integral part of these financial statements.

AEON ACQUISITION I CORP.

NOTES TO FINANCIAL STATEMENTS