UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For
the quarterly period ended
For the transition period from to
Commission
file number:
(Exact Name of Registrant as Specified in Its Charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act: None.
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.
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).
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company | ||||
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 the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 12, 2026, there were Class A Ordinary Shares, par value $ per share, and Class B Ordinary Shares, par value $ per share, of the registrant issued and outstanding.
AEON ACQUISITION I CORP.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
TABLE OF CONTENTS
| i |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AEON ACQUISITION I CORP.
CONDENSED BALANCE SHEETS
March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Deferred offering costs | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDER’S DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accrued offering costs | $ | $ | ||||||
| Promissory note - related party | ||||||||
| Total Current Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Shareholder’s Deficit | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | ||||||||
| Class A ordinary shares, $ par value; shares authorized; issued and outstanding | ||||||||
| Class B ordinary Shares, $ par value; shares authorized; issued and outstanding(1)(2) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Total Shareholder’s Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholder’s Deficit | $ | $ | ||||||
| (1) | |
| (2) |
The accompanying notes are an integral part of these unaudited Condensed financial statements.
| 1 |
AEON ACQUISITION I CORP.
CONDENSED STATEMENT OF OPERATIONS
For the Three Months Ended March 31 ,2026 | ||||
| (Unaudited) | ||||
| Formation and operating costs | $ | |||
| Professional fees | ( | ) | ||
| Net Loss | $ | ( | ) | |
| Weighted average shares outstanding, basic and diluted (1)(2) | ||||
| Basic and diluted net loss per ordinary share | $ | ) | ||
| (1) | |
| (2) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
AEON ACQUISITION I CORP.
CONDENSED STATEMENT OF CHANGES SHAREHOLDER’S DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(UNAUDITED)
| Class B Ordinary | Additional Paid-In | Accumulated | Subscription | Total Shareholder’s | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Receivable | Deficit | |||||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - March 31, 2026(1)(2) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| (1) | |
| (2) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
AEON ACQUISITION I CORP.
CONDENSED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31 ,2026 | ||||
| (Unaudited) | ||||
| Cash flows from Operating Activities: | ||||
| Net Loss | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Formation and operating costs paid by Sponsor under Promissory Note - Related Party | ||||
| Accrued offering costs | ||||
| Net cash provided by operating activities | ||||
| Cash flows from Financing Activities: | ||||
| Proceeds from issuance of ordinary shares to Sponsor | ||||
| Payment of offering costs | ||||
| Net cash provided by financing activities | ||||
| Net Change in Cash | ||||
| Cash - Beginning of period | ||||
| Cash - End of period | $ | |||
| Supplemental Disclosures of Noncash Financing Activities | ||||
| Deferred offering costs included in promissory note | $ | |||
| Deferred offering costs included in accrued offering costs | $ | |||
| Founder shares issued for subscription fee receivable | $ | |||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
AEON ACQUISITION I CORP. (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on August 1, 2025. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business.
On March 31, 2026, the Company had not yet commenced any operations. All activity through March 31, 2026 related to the Company’s formation and the Proposed Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
The
Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public
offering of units at $ per unit (or units if the underwriters’ over-allotment option is exercised in
full) (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”)
which is discussed in Note 3 (the “Proposed Offering”) and the sale of Private Placement Units (whether or not the
over-allotment option is exercised) (the “Private Placement Units”) at a price of $ per Unit in a private placement
to the Company’s sponsor, Aeon Acquisition Partners I, LLC (the “Sponsor”), that will close simultaneously with the
Proposed Offering. The sponsor will subscribe to purchase (a) private placement units and (b) Class A ordinary shares,
par value $ per share, of our company, which shares shall be subject to certain restrictions until the consummation of the initial
business combination (each, a “restricted Class A share”) for an aggregate purchase price of $
The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how they vote for the Business Combination.
| 5 |
AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$
If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
The sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares and private shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).
The
Company will have until 12 months from the closing of the Proposed Offering, with two (2) three-month extensions at the option of the
sponsor (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend
the date by which the Company must consummate our initial business combination) or until such earlier liquidation date as our board of
directors may approve, to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete
a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor),
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $
| 6 |
AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked our sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that our sponsor’s only assets are securities of our company. Therefore, the Company cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $ per public share. In such event, the Company may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements are presented in U.S. Dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Going Concern Consideration
The
Company’s financial statements are prepared assuming it will continue as a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. As of March 31, 2026, the Company has a working capital deficit
of $
Per
ASC 205-40, Management’s plans include access to the Promissory Note amounted up to $
Liquidity and Capital Resources
As
of March 31, 2026 and December 31, the Company had $
Emerging growth company
The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as such the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include, but are 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 its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
| 7 |
AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of March 31, 2026 and December 31, 2025.
Deferred offering costs
The
Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses
of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Proposed
Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,”
addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this
guidance to allocate Proposed Offering proceeds from the Public Units between Class A ordinary shares, rights and warrants, using the
residual method by allocating Proposed Offering proceeds first to assigned value of the rights, then warrants and the last to the Class
A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption will be charged to temporary
equity, and offering costs allocated to the rights and warrants included in the Public Units and Private Placement Units will be charged
to shareholder’s equity as the warrants, after management’s evaluation, will be accounted for under equity treatment. Should
the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged
to operations. As of March 31, 2026 and December 31, 2025, the Company incurred offering costs of $
Income taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were
| 8 |
AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company is considered to be a Cayman business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the provision for income taxes was deemed to be de minimis for the three months ended March 31, 2026.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Proposed Offering.
Warrant
The Company will account for the Public and Private Warrants to be issued in connection with the Proposed Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and will classify the warrant instruments under equity treatment at their assigned values. There are no Public or Private Warrants currently outstanding as of March 31, 2026 and December 31, 2025.
The Company accounts for the Public Rights (defined below) issued in connection with the Proposed Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned value.
The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At March 31, 2026 and December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Concentration of credit risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $
Fair value of financial instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. PROPOSED OFFERING
NOTE 4. PRIVATE PLACEMENT
The Sponsor has committed to purchase Private Placement Units in a private placement that will occur simultaneously with the closing of the Proposed Offering. The proceeds from the sale of the Private Placement Units will be added to the net proceeds from the Proposed Offering held in the Trust Account. The Private Placement Units are identical to the units sold in the Proposed Offering, as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to applicable law), and the Private Warrants will expire worthless.
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AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5. RELATED PARTY TRANSACTIONS
Founder shares
On
August 20, 2025, the Company issued an aggregate of founder shares to the Sponsor for an aggregate purchase price of $
The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem % of our public shares if we have not consummated an initial business combination within the completion window or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and to liquidating distributions from assets outside the trust account and (D) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and articles of association, and (v) prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any ordinary resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).
With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the completion of our initial business combination.
Promissory Note - Related Party
On
August 20, 2025, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an
aggregate principal amount of $
| 11 |
AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Related Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Up to $
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) Private Placement Units (including the component securities as well as any securities underlying those component securities), which will be issued in a private placement simultaneously with the closing of the Proposed Offering and (iii) private units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of a Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The registration rights granted are limited to three demands at the Company’s expense and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Proposed Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company will grant the underwriters a 45-day option to purchase up to additional Units to cover over-allotments at the Proposed Offering price, less the underwriting discounts and commissions.
The
underwriters will be entitled to a cash underwriting discount of $
Settlement of Legal Proceeding
We
entered into a Settlement Agreement with respect to an arbitration that was filed against the Company, 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 $
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. There is no other separate consideration paid to or for any party.
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. On May 13, 2026, the parties further
extended such date until August 14, 2026. In such event, the arbitration and related proceedings could continue, and the Company and
its affiliates could remain subject to claims in excess of $
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 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.
| 12 |
AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 7. SHAREHOLDER’S DEFICIT
Preferred shares - The Company is authorized to issue ordinary shares with a par value of $ per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. As of March 31, 2026 and December 31, 2025, there were preferred shares issued or outstanding.
Class
A Ordinary shares - The Company is authorized to issue ordinary shares with a par value of $ per share.
Class
B Ordinary shares - The Company is authorized to issue ordinary shares with a par value of $ per share.
The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. Because our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 30% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares that are included within the private units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require an ordinary resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of in excess of 50 percent of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any ordinary resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by an ordinary resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares.
| 13 |
AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Warrants - Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will become exercisable 30 days after the completion of our initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company may call the Warrants for redemption:
| ● | in whole and not in part; | |
| ● | at a price of $ per warrant; upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and | |
| ● | if,
and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
The private warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (i) are locked-up until the completion of our initial business combination and (ii) will be entitled to registration rights.
The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.
The
exercise price is $
Rights - Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-fourth (1/4) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fourth (1/4) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
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AEON ACQUISITION I CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 8. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The
Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the
operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,
management has determined that the Company only has
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
For the Three Months Ended March 31, 2026 |
||||
| Formation and operating costs | $ | ( |
) | |
The key measures of segment profit or loss reviewed by the CODM are formation and operating costs. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Offering and eventually a Business Combination within the Combination Period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
NOTE 9. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions through May 14, 2026, which was the date these financial statements were available for issuance. Based upon this review, the Company has identified below subsequent events that would have required adjustment or disclosure in the financial statements.
On
April 7, 2026, the Company further restated and amended the note with the Sponsor to increase the aggregate principal amount to
$
On May 12, 2026, our sponsor surrendered founder shares to us for no consideration, which shares were cancelled, resulting in an aggregate of founder shares outstanding.
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 this offering. If this 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 $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aeon Acquisition I Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aeon Acquisition Partners I, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated under the laws of the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location, except that we will not pursue a prospective target company based in or having the majority of its operations in the PRC. We intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination of cash, securities and debt, in effecting our initial business combination. The issuance of additional ordinary shares or preferred shares:
| ● | may significantly reduce the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the insider shares resulted in the issuance of additional ordinary shares; | |
| ● | may subordinate the rights of holders of ordinary shares if we issue preferred shares with rights senior to those afforded to our ordinary shares; | |
| ● | could cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; | |
| ● | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and | |
| ● | may adversely affect prevailing market prices for our securities. |
| 16 |
Similarly, if we issue debt securities, it could result in:
| ● | default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations; | |
| ● | acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant; | |
| ● | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; | |
| ● | our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding; | |
| ● | our inability to pay dividends on our ordinary shares, if declared; | |
| ● | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; | |
| ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and | |
| ● | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. 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. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
| 17 |
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion of this offering through $550,000 in promissory notes from our sponsor ($507,416 of which has been drawn down on April 8, 2026).
We estimate that the net proceeds from the sale of the units in this offering and the sale of the private placement units for an aggregate purchase price of $2,625,000 (whether or not the over-allotment option is exercised), after deducting offering expenses, including underwriting commissions of $1,000,000 (whether or not the over-allotment option is exercised), will be $125,779,535 (or $144,529,535 if the Underwriters’ over-allotment option is exercised in full). $125,000,000 (or $143,750,000 if the Underwriters’ over-allotment option is exercised in full) will be held in the trust account. The proceeds held in the trust account will initially be held only in U.S. government treasury obligations with a maturity of 185 days or less, in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act and in cash or cash like items (including demand deposit accounts) at a bank. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time (based on our officer’s and directors’ ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Odyssey Transfer and Trust Company to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. The remaining approximately $779,535 (whether or not the over-allotment option is exercised) will not be held in the trust account. In the event that our offering expenses exceed our estimate of $845,465, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $845,465, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
We intend to use substantially all of the net proceeds of this offering, including the funds held in the trust account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees that we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.
Over the next 12 months from the closing of this offering (or up to 18 months if our sponsor elects to exercise its option to extend the completion window up to two times, each by an additional three-month period, subject to the deposit of $0.10 per public share into the trust account for each such extension), we will be using the funds held outside of the trust account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. Out of the funds available outside the trust account, we anticipate that we will incur approximately:
| ● | $275,000 of expenses for legal, accounting, due diligence, travelling and others related to any business combination; | |
| ● | $150,000 of expenses for legal and accounting related to regulatory reporting obligations; | |
| ● | $250,000 of expenses for Due diligence, identification and research of prospective target business; and | |
| ● | $104,535 for working capital and reserves. |
| 18 |
If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or the amount of interest available to us from the trust account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
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 this offering. If this 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. On May 13, 2026, the parties further extended such date until August 14, 2026.
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.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
| 19 |
Critical Accounting Estimates
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. 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 March 31, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, 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:
| 1. | Segregation of Duties: Due to operating in a small business environment, we evaluate the cost of implementing controls relative to their potential benefit. As a result, we may not maintain adequate segregation of duties to ensure the proper processing, review, and authorization of all transactions, including non-routine transactions and training activities. |
| 2. | Documentation: We do not have sufficient written documentation of our internal control policies and procedures, as required by the Sarbanes-Oxley Act, which applies to the Company for the three months ended March 31, 2026. |
| 3. | Accounting Resources: Our accounting function lacks sufficient resources, which limits our ability to collect, analyze, and properly review financial information. |
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:
| 1. | Segregation of Duties: We are reevaluating the allocation of responsibilities within our accounting and finance functions to improve segregation of duties, including implementing compensating controls where full segregation is impractical due to our small business environment. |
| 2. | Documentation of Controls: We are developing and formalizing written documentation of our internal control policies and procedures, in compliance with the requirements of the Sarbanes-Oxley Act. |
| 3. | Accounting Resources: We are augmenting our accounting resources by providing additional training to current personnel and engaging qualified third-party professionals to support the preparation, analysis, and review of financial information, particularly in areas involving complex accounting standards. |
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.
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 March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. 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. On May 13, 2026, the parties further extended such date until August 14, 2026. 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 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 20, 2025, an aggregate of 12,321,429 founder shares were issued to our sponsor for an aggregate of $25,000 (or approximately $0.004 per share). On May 12, 2026, our sponsor surrendered 6,160,714 founder shares to us for no consideration, which shares were cancelled, resulting in an aggregate of 6,160,715 founder shares outstanding. The surrender and cancellation were effected pursuant to a deed of surrender executed by our sponsor in accordance with our amended and restated memorandum and articles of association. Out of 6,160,715 founder shares, up to 803,572 of the remaining founder shares will be surrendered to us for no consideration and cancelled after the closing of this offering depending on the extent to which the Underwriters’ over-allotment option is exercised. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Exchange Act nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
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SIGNATURES
Pursuant to the requirements 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.
| AEON ACQUISITION I CORP. | ||
| Date: May 14, 2026 | By: | /s/ Demetrios Mallios |
| Name: | Demetrios Mallios | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: May 14, 2026 | By: | /s/ Alan Lewis |
| Name: | Alan Lewis | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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