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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report
(Date of earliest event reported): February 18, 2026
Abony Acquisition Corp. I
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43133 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1700 S Lamar Blvd, Suite #338
Austin, Texas |
|
78704 |
| (Address of principal executive offices) |
|
(Zip Code) |
(512)
553-1770
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
AACOU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
AACO |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AACOW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.01. Entry into a Material Definitive Agreement.
On January 30, 2026, the registration
statement on Form S-1 (File No. 333-292465) (the “Registration Statement”) relating to the initial public offering (the “Offering”)
of Abony Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities
and Exchange Commission.
On February 20, 2026, the Company
consummated the Offering of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the underwriters’
exercise of over-allotment in full. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary
Shares”), and one-third of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder thereof
to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an
offering price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
In connection with the Offering,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated February 18, 2026, between the Company and BTIG, LLC, as representative
of the underwriters named therein (the “Representative”), a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K (this “Report”) and incorporated herein by reference; |
| ● | A Warrant Agreement, dated February 18, 2026, between the Company and Continental Stock Transfer &
Trust Company (“Continental”), as warrant agent, a copy of which is filed as Exhibit 4.1 to this Report and incorporated herein
by reference; |
| ● | A Letter Agreement, dated February 18, 2026, among the Company, its directors and officers and Abony Sponsor
I LLC (the “Sponsor”), a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference; |
| ● | An Investment Management Trust Agreement, dated February 18, 2026, between the Company and Continental,
as trustee, a copy of which is filed as Exhibit 10.2 to this Report and incorporated herein by reference; |
| ● | A Registration Rights Agreement, dated February 18, 2026, among the Company, the Sponsor and the holders
signatory thereto, a copy of which is filed as Exhibit 10.3 to this Report and incorporated herein by reference; |
| ● | A Private Placement Units Purchase Agreement, dated February 18, 2026, between the Company and the Sponsor,
a copy of which is filed as Exhibit 10.4 to this Report and incorporated herein by reference; |
| ● | A Private Placement Units Purchase Agreement, dated February 18, 2026, between the Company and the Representative,
a copy of which is filed as Exhibit 10.5 to this Report and incorporated herein by reference; |
| ● | A Services Agreement, dated February 18, 2026, between the Company, the Sponsor, and Leo Kofman, a copy
of which is filed as Exhibit 10.6 to this Report and incorporated herein by reference; and |
| ● | Indemnity Agreements, each dated February 18, 2026, between the Company and each director and executive
officer of the Company (the “Indemnity Agreements”), the form of which is filed as Exhibit 10.7 to this Report and incorporated
herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
On February 20, 2026, simultaneously
with the consummation of the Offering, the Company consummated the private placement of 465,000 units to the Sponsor and an aggregate
of 230,000 units to the Representative (collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement
Unit, generating gross proceeds of $6,950,000 (the “Private Placement”). No underwriting discounts or commissions were paid
with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer
not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities
Act. The Private Placement Units are identical to the Units, except that so long as they are held by the Sponsor or its permitted transferees,
the Private Placement Units (including the securities comprising such units and the Class A ordinary shares issuable upon exercise
of the private placement warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with
respect to private placement warrants included in the Private Placement Units held by the Representative and/or its designees, will not
be exercisable more than five years from the commencement of sales in the Company’s initial public offering in accordance with FINRA
Rule 5110(g)(8).
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 30, 2026,
the Company’s board of directors is comprised of the following individuals: Lorne Abony, Eric Ludwig, Jacob Silverstein, and Allan
Cole. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory
arrangements is contained in the Registration Statement and is incorporated herein by reference.
On February 18, 2026, the Company
entered into the Indemnity Agreements with each of Lorne Abony, Eric Ludwig, Jacob Silverstein, Allan Cole, and Leo Kofman, which require
the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of
any proceeding against them as to which they could be indemnified. The foregoing description of the Indemnity Agreements is qualified
in its entirety by reference to the full text of the form of Indemnity Agreement filed as Exhibit 10.7 to this Report, which is incorporated
herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On January
30, 2026, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with
the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 500,000,000
Class A Ordinary Shares, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 5,000,000 preference shares,
par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein
by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended
Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.
Item 8.01. Other Events.
A total of $230,000,000 of the
net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s
public shareholders (the “Trust Account”), with Continental acting as trustee. Except with respect to interest earned on the
funds held in the Trust Account that may be released to the Company to pay its taxes (excluding any 1% U.S. federal excise tax on stock
repurchases under the Inflation Reduction Act of 2022, or similar tax, that is imposed on us, if any), if any, the funds held in the Trust
Account will not be released from the Trust Account until the earliest of (i) the completion of our initial business combination,
(ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window,
subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote
to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% 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.
On February 18, 2026, the Company
issued a press release announcing the pricing of the Offering, and on February 20, 2026, the Company issued a press release announcing
the closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Report and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 18, 2026, between the Company and BTIG, LLC. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
|
Warrant Agreement, dated February 18, 2026, between the Company and Continental Stock Transfer & Trust Company. |
| 10.1 |
|
Letter Agreement, dated February 18, 2026, among the Company, its directors and officers and Abony Sponsor I LLC. |
| 10.2 |
|
Investment Management Trust Agreement, dated February 18, 2026, between the Company and Continental Stock Transfer & Trust Company. |
| 10.3 |
|
Registration Rights Agreement, dated February 18, 2026, among the Company, Abony Sponsor I LLC and the holders signatory thereto. |
| 10.4 |
|
Private Placement Units Purchase Agreement, dated February 18, 2026, between the Company and Abony Sponsor I LLC. |
| 10.5 |
|
Private Placement Units Purchase Agreement, dated February 18, 2026, between the Company and BTIG, LLC. |
| 10.6 |
|
Services Agreement, dated February 18, 2026, between the Company, Abony Sponsor I LLC, and Leo Kofman. |
| 10.7 |
|
Form of Indemnity Agreement (incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-292465), filed with the SEC on January 28, 2026). |
| 99.1 |
|
Press Release, dated February 18, 2026. |
| 99.2 |
|
Press Release, dated February 20, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto
duly authorized.
| |
Abony acquisition corp. i |
| |
|
| |
By: |
/s/ Lorne Abony |
| |
|
Name: |
Lorne Abony |
| |
|
Title: |
Chief Executive Officer |
Date: February 20, 2026
Exhibit
99.1
Abony Acquisition Corp. I Announces Pricing
of $200 Million Initial Public Offering
AUSTIN, TX, Feb. 18,
2026 (GLOBE NEWSWIRE) -- Abony Acquisition Corp. I (the “Company”) today announced the pricing of its initial public offering
of 20,000,000 units at a price of $10.00 per unit. The units are expected to commence trading on February 19, 2026 on the Global
Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “AACOU.”
Each unit sold in the
offering consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable to purchase
one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon
separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the
Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “AACO” and “AACOW,”
respectively. The offering is expected to close on February 20, 2026, subject to customary closing conditions.
Abony Acquisition Corp.
I is a blank check company 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. While the Company may pursue an initial business combination
target in any industry or geographic region, it intends to focus on companies that have an aggregate enterprise value of approximately
$750 million to $1.5 billion or more, that complement the Company’s management team’s background in defense technology, advanced
computing, software and media industry sectors.
BTIG, LLC is acting as
the sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional
3,000,000 units at the initial public offering price to cover over-allotments, if any.
A registration statement
relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January
30, 2026. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from BTIG,
LLC, 65 East 55th Street, New York, NY 10022, by email at: ProspectusDelivery@btig.com, or by visiting the SEC’s website at www.sec.gov.
This press release
shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains
statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering,
the anticipated use of the net proceeds from the offering, and search for an initial business combination. No assurance can be given
that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will
be used as indicated, or that the Company will ultimately complete a business combination transaction. The Company expressly disclaims
any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect
any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any
statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the
Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
CONTACT
Lorne Abony
Chief Executive Officer
Abony Acquisition Corp. I
(512) 553-1770
lorne@abonyac.com
Leo Kofman
Chief Financial Officer and Chief Operating Officer
Abony Acquisition Corp. I
(512) 553-1770
leo@abonyac.com
Exhibit 99.2
Abony Acquisition Corp. I Announces Closing of $230 Million
Initial Public Offering Including Exercise of Underwriter’s Over-Allotment Option in Full
AUSTIN, TX, Feb. 20, 2026 (GLOBE NEWSWIRE)
-- Abony Acquisition Corp. I (Nasdaq: AACOU) (the “Company”) today announced the closing of its initial public offering of
23,000,000 units, which includes 3,000,000 units issued pursuant to the exercise by the underwriter of its over-allotment option in full,
at a public offering price of $10.00 per unit. Each unit sold in the offering consists of one Class A ordinary share and one-third of
one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject
to certain adjustments.
The units are listed on the Global Market
tier of the Nasdaq Stock Market LLC (“Nasdaq”) and commenced trading under the ticker symbol “AACOU” on February
19, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be
listed on Nasdaq under the symbols “AACO” and “AACOW,” respectively.
Concurrently with the closing of the initial
public offering, the Company closed on a private placement of 695,000 units at a price of $10.00 per unit, resulting in gross proceeds
of $6,950,000. Abony Sponsor I LLC, the Company’s sponsor, purchased 465,000 of the private placement units and BTIG, LLC purchased
230,000 of the private placement units. Each private placement unit consists of one Class A ordinary share and one-third of one redeemable
warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Of the proceeds received
from the consummation of the initial public offering and a simultaneous private placement of units, $230,000,000 (or $10.00 per unit sold
in the public offering) was placed in trust.
The Company intends to use the net proceeds
from the offering after expenses, and the simultaneous private placements of units, to consummate the Company's initial business combination
and for working capital following the offering.
Abony Acquisition Corp. I is a blank check
company 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. While the Company may pursue an initial business combination target in any
industry or geographic region, it intends to focus on companies that have an aggregate enterprise value of approximately $750 million
to $1.5 billion or more, that complement the Company’s management team’s background in defense technology, advanced computing,
software and media industry sectors.
BTIG, LLC acted as the sole book-running manager
for the offering.
A registration statement relating to these
securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026. The offering
was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from BTIG, LLC, 65 East 55th
Street, New York, NY 10022, by email at: ProspectusDelivery@btig.com,
or by visiting the SEC’s website at www.sec.gov.
This press release shall not constitute
an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination
and the anticipated use of the net proceeds of the initial public offering and simultaneous private placement. No assurance can be given
that the net proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business combination transaction.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public
offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
CONTACTS
Lorne Abony
Chief Executive Officer
Abony Acquisition Corp. I
(512) 553-1770
lorne@abonyac.com
Leo Kofman
Chief Financial Officer and Chief Operating Officer
Abony Acquisition Corp. I
(512) 553-1770
leo@abonyac.com
