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Aeon Acquisition I (NASDAQ: AESPU) completes $143.75M SPAC IPO

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aeon Acquisition I Corp. completed its initial public offering of 14,375,000 units, including the full over-allotment, at $10.00 per unit. Each unit includes one Class A ordinary share, one redeemable warrant exercisable at $11.50 per share, and one right to receive one-fourth of a share.

The IPO generated total gross proceeds of $143,750,000, which, together with private placement proceeds, were deposited into a trust account for the benefit of public shareholders. The sponsor also purchased 262,500 private units and 590,625 restricted shares in a separate private placement exempt from registration.

Positive

  • Raised $143.75M of IPO capital into trust, providing substantial cash resources through the sale of 14,375,000 units at $10.00 each, a foundational funding event for Aeon Acquisition I Corp.'s future business combination efforts.

Negative

  • None.

Insights

SPAC IPO closes with $143.75M raised into a trust structure.

Aeon Acquisition I Corp., a Cayman Islands SPAC, has completed an IPO of 14,375,000 units at $10.00 per unit, including the over-allotment option. Gross proceeds of $143,750,000 are placed in a trust account for public shareholders, a standard SPAC safeguard.

The sponsor, Aeon Acquisition Partners I LLC, bought 262,500 private units and 590,625 restricted shares, aligning it economically with public holders. These securities are subject to transfer restrictions until the initial business combination, and carry registration rights that may facilitate liquidity after a future deal.

Key contractual infrastructure is now in place, including the Investment Management Trust Agreement and Registration Rights Agreement dated June 2, 2026. Subsequent filings will need to outline any proposed business combination and how trust funds and warrants are ultimately utilized.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base IPO units sold 12,500,000 units Initial public offering closed June 4, 2026
IPO gross proceeds (base) $125,000,000 12,500,000 units at $10.00 each
Over-allotment units 1,875,000 units Underwriters’ option exercised June 5, 2026
Over-allotment proceeds $18,750,000 1,875,000 units at $10.00 each
Total IPO proceeds in trust $143,750,000 Net proceeds from IPO and private placement as of June 8, 2026
Private placement units 262,500 units Purchased by sponsor at $10.00 per unit
Private placement proceeds $2,625,000 From private units and restricted shares
Restricted shares issued 590,625 shares Class A ordinary shares issued to sponsor
Warrant exercise price $11.50 per share Redeemable warrants included in units
Underwriting Agreement financial
"An Underwriting Agreement, dated June 2, 2026, by and between the Company, Chardan Capital Markets, LLC and D. Boral Capital LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Investment Management Trust Agreement financial
"An Investment Management Trust Agreement, dated June 2, 2026, by and between Odyssey Transfer and Trust Company and the Company"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
Registration Rights Agreement financial
"A Registration Rights Agreement, dated June 2, 2026, by and among the Company and the initial shareholders of the Company"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Private Placement Units financial
"the private placement (“Private Placement”) with Aeon Acquisition Partners I LLC ... of 262,500 private units (the “Private Placement Units”)"
Section 4(a)(2) of the Securities Act of 1933 regulatory
"The Private Placement Units and Restricted Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended"
Amended and Restated Memorandum and Articles of Association regulatory
"the Company filed its Amended and Restated Memorandum and Articles of Association, as described in the Registration Statement"
A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.
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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/A
(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.

 

2
 

 

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)

 

3
 

 

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  

 

4

FAQ

What did Aeon Acquisition I Corp. (AESPU) announce in this 8-K?

Aeon Acquisition I Corp. reported completion of its initial public offering and over-allotment, selling 14,375,000 units at $10.00 each. It also detailed related agreements, a private placement with its sponsor, and establishment of a trust account for IPO proceeds.

How much capital did Aeon Acquisition I Corp. (AESPU) raise in its SPAC IPO?

The company raised gross proceeds of $143,750,000 by selling 14,375,000 units at $10.00 per unit, including the underwriters’ full over-allotment exercise. These funds, together with private placement proceeds, were deposited into a trust account for the benefit of public shareholders.

What does each Aeon Acquisition I Corp. (AESPU) unit consist of?

Each unit consists of one Class A ordinary share, one redeemable warrant, and one right to receive one-fourth of a Class A ordinary share. The warrant allows purchase of one share at $11.50, while the right converts into a share fraction upon a business combination.

What was the private placement completed alongside the Aeon Acquisition I (AESPU) IPO?

Simultaneously with the IPO, the sponsor purchased 262,500 private units at $10.00 each and 590,625 restricted Class A ordinary shares, raising $2,625,000. These securities mirror the IPO units but are subject to transfer restrictions and carry specified registration rights.

Where were the Aeon Acquisition I Corp. (AESPU) IPO proceeds placed?

As of June 8, 2026, a total of $143,750,000 of net proceeds from the IPO and the private placement were deposited into a trust account. This trust is established for the benefit of public shareholders and is typical for special purpose acquisition companies.

What key agreements did Aeon Acquisition I Corp. (AESPU) enter into for its IPO?

The company entered into an Underwriting Agreement, Investment Management Trust Agreement, Warrant Agreement, Rights Agency Agreement, Registration Rights Agreement, Private Placement Unit Purchase Agreement, and Indemnity and Letter Agreements, all dated June 2, 2026, supporting its IPO and SPAC structure.

Filing Exhibits & Attachments

14 documents