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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
June
2, 2026
Date
of Report (Date of earliest event reported)
Aeon
Acquisition I Corp.
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-43321 |
|
N/A00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
66
West Flagler Street, Suite 900
Miami,
FL |
|
33130 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +1 (877) 787-1880
N/A
(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 |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, one redeemable warrant to purchase one Class A Ordinary Share, and one right to receive one-fourth (1/4) of one Class A Ordinary Share |
|
AESPU |
|
The NASDAQ Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share |
|
AESP |
|
The NASDAQ Stock Market LLC |
| Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share, $0.0001 par value, at an exercise price of $11.50 |
|
AESPW |
|
The NASDAQ Stock Market LLC |
| Rights to receive one-fourth (1/4) of one Class A Ordinary Shares |
|
AESPR |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
June 2, 2026, the registration statement (File No. 333-294963) (the “Registration Statement”) relating to the initial public
offering (“IPO”) of Aeon Acquisition I Corp. (the “Company”) was declared effective by the Securities and Exchange
Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration
Statement:
| |
● |
An
Underwriting Agreement, dated June 2, 2026, by and between the Company, Chardan Capital Markets, LLC and D. Boral Capital LLC (“D.
Boral”); |
| |
|
|
| |
● |
Amended
and Restated Memorandum and Articles of Association; |
| |
|
|
| |
● |
A
Rights Agency Agreement, dated June 2, 2026, by and between the Company and Odyssey Transfer and Trust Company; |
| |
|
|
| |
● |
Warrant
Agreement, dated June 2, 2026, by and between the Company and Odyssey Transfer and Trust Company; |
| |
|
|
| |
● |
Letter
Agreement, dated June 2, 2026, by and between the Company, the Company’s officers, directors, shareholders and Aeon Acquisition
Partners I LLC; |
| |
|
|
| |
● |
An
Investment Management Trust Agreement, dated June 2, 2026, by and between Odyssey Transfer and Trust Company and the Company; |
| |
|
|
| |
● |
A
Registration Rights Agreement, dated June 2, 2026, by and among the Company and the initial shareholders of the Company; |
| |
|
|
| |
● |
A
Private Placement Units and Restricted Share Purchase Agreement, dated June 2, 2026, by and between the Company and Aeon Acquisition
Partners I LLC; |
| |
|
|
| |
● |
Indemnity
Agreement, dated June 2, 2026, by and between the Company, the Company’s officers, directors, shareholders and Aeon Acquisition
Partners I LLC; |
On
June 4, 2026, the Company consummated the IPO of 12,500,000 units (the “Units”). Each Unit consists of one Class A ordinary
share (“Ordinary Share”), one redeemable warrant (“Warrant”) to purchase one Ordinary Share at a price
of $11.50 per share subject to certain adjustments, and one right (“Right”) to receive one-fourth (1/4) of one Ordinary Share upon consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $125,000,000.
On June 5, 2026, the underwriters
fully exercised their over-allotment option to purchase 1,875,000 additional Units (the “OA Option”), at a price of $10.00
per Unit, generating additional gross proceeds to the Company of $18,750,000. Following the full exercise of the OA Option, an aggregate
of 14,375,000 Units have been sold for the IPO.
As
of June 8, 2026, a total of $143,750,000 of the net proceeds from the IPO and the Private Placement (as defined below)
were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as
of June 8, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within
4 business days of the consummation of the IPO.
Item
3.02. Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Aeon Acquisition Partners
I LLC, the Company’s sponsor (the “Sponsor”), of 262,500 private units (the “Private Placement Units”)
at a price of $10.00 per Private Unit and 590,625 Ordinary Shares (the “Restricted Shares”), generating total proceeds of
$2,625,000.
The
Private Placement Units are identical to the Units sold in the IPO. Additionally, the Sponsor agreed not to transfer,
assign or sell any of the Private Placement Units, Restricted Shares or underlying securities (except in limited circumstances, as described
in the Registration Statement) until the completion of the Company’s initial business combination. The Sponsor was granted certain
demand and piggyback registration rights in connection with the purchase of the Private Placement Units and the Restricted Shares.
The
Private Placement Units and Restricted Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the
transaction did not involve a public offering.
Item
5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
June 2, 2026, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association, as described
in the Registration Statement, with the Registrar of Companies of the Cayman Islands.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated June 2, 2026, by and between the Company, Chardan Capital Markets, LLC and D. Boral Capital LLC. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated June 2, 2026, by and between Odyssey Transfer and Trust Company and the Company. |
| |
|
|
| 4.2 |
|
Rights Agency Agreement, dated June 2, 2026, by and between Odyssey Transfer and Trust Company and the Company. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated June 2, 2026, by and between the Company, the Company’s officers, directors, shareholders and Aeon Acquisition Partners I LLC. |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated June 2, 2026, by and between Odyssey Transfer and Trust Company and the Company. |
| |
|
|
| 10.3 |
|
A Registration Rights Agreement, dated June 2, 2026, by and among the Company and the initial shareholders of the Company. |
| |
|
|
| 10.4 |
|
A Private Placement Unit Purchase Agreement, dated June 2, 2026, by and between the Company and Aeon Acquisition Partners I LLC. |
| |
|
|
| 10.5 |
|
Indemnity Agreement, dated June 2, 2026, by and between the Company’s officers, directors, shareholders and the Company; |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Dated:
June 8, 2026 |
|
| |
|
|
| Aeon
Acquisition I. Corp. |
|
| |
|
|
| By: |
/s/ Demetrios Mallios |
|
| Name: |
Demetrios Mallios |
|
| Title: |
Chief Executive Officer |
|