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Abony Acquisition Corp. I

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 27, 2026

AACO$10.02+0.1%Stored close · as of Nov 3, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission File Number:001-43133

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands41-2452803
(Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification Number)
1700 S Lamar Blvd, Suite #338 Austin, Texas78704
(Address of principal executive offices)(Zip Code)

(512) 553-1770

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading symbol(s)Name of Each Exchange on Which Registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrantAACOUThe Nasdaq Stock Market, LLC
Class A Ordinary Share, par value $0.0001 per shareAACOThe Nasdaq Stock Market, LLC
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at $11.50 per shareAACOWThe Nasdaq Stock Market, LLC

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☒ No ☐

As of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), there was no established public market for the registrant’s shares. Accordingly, there wasno market value for the registrant’s common stock on such date.

As of March 27, 2026 there were 23,695,000 Class A ordinary shares issued and outstanding, all of which are included in the Units, and 7,666,667 Class B ordinary shares issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

Page
Part I
Item 1.Business1
Item 1A.Risk Factors14
Item 1B.Unresolved Staff Comments63
Item 1C.Cybersecurity63
Item 2.Properties63
Item 3.Legal Proceedings63
Item 4.Mine Safety Disclosures63
Part II
Item 5.Market For Registrant’s Common Equity, Related Shareholder Matters And Issuer Purchases Of Equity Securities64
Item 6.[Reserved]65
Item 7.Management’s Discussion And Analysis Of Financial Condition And Results Of Operations65
Item 7A.Quantitative And Qualitative Disclosures About Market Risk67
Item 8.Financial Statements And Supplementary Data67
Item 9.Changes In And Disagreements With Accountants On Accounting And Financial Disclosure68
Item 9A.Controls And Procedures68
Item 9B.Other Information68
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections68
Part III
Item 10.Directors, Executive Officers And Corporate Governance69
Item 11.Executive Compensation76
Item 12.Security Ownership Of Certain Beneficial Owners And Management And Related Shareholder Matters77
Item 13.Certain Relationships And Related Party Transactions, And Director Independences78
Item 14.Principal Accountant Fees and Services80
Part IV
Item 15.Exhibit And Financial Statement Schedules81
SIGNATURES82
INDEX TO FINANCIAL STATEMENTSF-1

i

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), references to:

●“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company has adopted;
●“board of directors” are to the board of directors of the company;
●“BTIG” are to BTIG, LLC, the representative of the underwriters in our initial public offering;
●“Class A ordinary shares” are to our Class A ordinary shares of par value $0.0001 per share in the share capital of the company;
●“Class B ordinary shares” are to our Class B ordinary shares of par value $0.0001 per share in the share capital of the company;
●“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time;
●“completion window” means (i) the period ending on the date that is 24 months from the closing of the initial public offering, or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association (in which case our public shareholders will be offered an opportunity to redeem their public shares in connection with any such amendment);
●“directors” are to our current directors;
●“excise tax” are to the U.S. federal excise tax on stock repurchases under Section 3401 of the U.S. Internal Revenue Code of 1986, as amended, enacted by the Inflation Reduction Act of 2022;
●“founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering, which will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder;
●“initial public offering” or “IPO” are to our initial public offering;
●“Investment Company Act” is to the Investment Company Act of 1940, as amended;
●“management” or our “management team” are to our officers and directors;
●“non-managing sponsor investors” are to certain accredited investors (none of which are affiliated with any member of our management, other members of our sponsor or any other investor) that purchased (i) units in our initial public offering at the offering price and (ii) indirectly, through the purchase of non-managing sponsor membership interests, an aggregate of 415,000 of the 465,000 private placement units being purchased by our sponsor at a price of $10.00 per unit ($4,150,000 in the aggregate); and the sponsor issued membership interests at a nominal purchase price ($0.003) to the non-managing sponsor investors at the closing of our initial public offering reflecting interests in an aggregate of 3,320,000 founder shares by the sponsor, and none of the non-managing sponsor investors purchased more than 9.9% of the units to be sold in the initial public offering;

ii

●“ordinary resolution” is to a resolution of the company passed by a simple 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 a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);
●“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
●“private placement” are to the private placement to our sponsor and BTIG of an aggregate of 695,000 private placement units at a price of $10.00 per placement unit, for an aggregate purchase price of $6,950,000, which occurred simultaneously with the completion of our initial public offering;
●“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);
●“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and member of our management team’s status as a “public shareholder” shall only exist with respect to such public shares;
●“public warrants” or “warrants” are to our redeemable warrants sold as part of the units in our initial public offering, each whole warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment;
●“registration statement” refers to our Registration Statement on Form S-1, as amended, filed with the SEC on January 28, 2026;
●“sponsor” are to Abony Sponsor I LLC, a Delaware limited liability company;
●“underwriters” are to the underwriters of our initial public offering, for which BTIG is acting as representative;
●“units” are to each unit sold in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) consisting of one Class A ordinary share and one-third of one warrant;
●“U.S. Holder” is to a beneficial owner of units, Class A ordinary shares or warrants who or that is, for United States federal income tax purposes: an individual citizen or resident of the United States; a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; an estate the income of which is subject to United States federal income taxation regardless of its source; or a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person; and
●“we,” “us,” “company” or “our company” are to Abony Acquisition Corp. I, a Cayman Islands exempted company.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in the Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this Report may include, for example, statements about:

●our ability to select an appropriate target business or businesses;
●our ability to complete our initial business combination;
●our expectations around the performance of the prospective target business or businesses;
●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
●our potential ability to obtain additional financing to complete our initial business combination;
●our pool of prospective target businesses;
●the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination;;
●the ability of our officers and directors to generate a number of potential business combination opportunities;
●our public securities’ potential liquidity and trading;
●the lack of a market for our securities;
●the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
●the trust account not being subject to claims of third parties; or
●our financial performance following our initial public offering.

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

In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Report. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

iv

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