Aeon Acquisition I Corp.

As filed with the U.S. Securities and Exchange Commission on April 9, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

66 West Flagler Street, Suite 900

Miami, FL 33130

Telephone:877-787-1880

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Demetrios Mallios **

Chief Executive Officer

**c/o Aeon Acquisition I Corp. **

66 West Flagler Street, Suite 900

Miami, FL 33130

Telephone:877-787-1880

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

Aeon Acquisition I Corp. initially filed a Registration Statement on Form S-1 (File No. 333-290920) with the U.S. Securities and Exchange Commission (the “SEC”) on October 17, 2025, which was declared effective on January 30, 2026 (the “Prior Registration Statement”). The company subsequently filed a post-effective amendment to the Prior Registration Statement on February 13, 2026. The Prior Registration Statement registered up to 28,750,000 units, 28,750,000 ordinary shares underlying the units, 14,375,000 warrants underlying the units, 14,375,000 ordinary shares issuable upon exercise of the warrants, 28,750,000 rights underlying the units and 3,593,750 ordinary shares underlying the rights included as part of the units. No sales were made under the Prior Registration Statement.

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this Registration Statement is a combined prospectus and also relates to all the securities registered and remaining unsold under the Prior Registration Statement. Accordingly, this Registration Statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 2 to the Prior Registration Statement and is being filed to, among other things: (i) include audited financial statements for our year ended December 31, 2025; and (ii) increase the number of warrants and rights as part of the units to be sold in the offering.

Accordingly, this Registration Statement on Form S-1 carries forward from the Prior Registration Statement all the securities registered in the Prior Registration Statement and registers (i) 14,375,000 additional warrants as a result of the increase in the number of warrants underlying each unit from a half warrant to one whole warrant, (ii) 14,375,000 ordinary shares issuable upon exercise of the warrants, and (iii) 2,156,250 additional ordinary shares underlying the rights as a result of an increase in the rights from a right to acquire one-eighth (1/8) of one ordinary share to a right to acquire one-fifth (1/5) of one ordinary share. A registration fee of $25,807.43 in respect of the additional securities being registered in this Registration Statement on Form S-1 is being paid concurrently with the filing of this Registration Statement on Form S-1.

The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 9, 2026

PRELIMINARY PROSPECTUS

25,000,000 Units

Aeon Acquisition I Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and 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, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share, one redeemable warrant, and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination. No fractional shares will be issued upon exchange of the rights, so you must hold rights in multiples of five in order to receive shares for all of your rights upon closing of a business combination. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination (the “warrant exercise date”) and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation (the “warrant expiration date”), as described in this prospectus. We have also granted the underwriter a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any. This prospectus also relates to the issuance of an aggregate of 25,000,000 Class A ordinary shares (or up to 28,750,000 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full) issuable upon exercise of such warrants and the issuance of 5,000,000 Class A ordinary shares (or up to 5,750,000 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full) issuable upon exchange of such rights.

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest, divided by the number of then outstanding public shares, subject to the limitations described herein. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We will have 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may extend the period of time to consummate a business combination up to two (2) times by an additional three months each time. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Odyssey Transfer and Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $2,500,000, or up to $2,875,000 if the underwriter’s over-allotment option is exercised in full ($0.10 per public share on or prior to the date of the applicable deadline). In the event that we receive notice from our sponsor five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Our shareholders can also vote at any time to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to complete an initial business combination, in each case as further described herein. There is no limit on the number of times our shareholders can vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to complete an initial business combination, and any such extension may be for any amount of time. We refer to the time period we have to complete an initial business combination, as it may be extended as described above, as the “completion window”. If our completion window is extended by an amendment to our amended and restated memorandum and articles of association, our shareholders will be entitled to vote on such amendment and to redeem their shares in connection with any such extension. If we have not completed our initial business combination within the completion window or we do not otherwise seek shareholder approval to amend our amended and restated memorandum and articles of association to further extend the time to complete our initial business combination, we will redeem 100% of 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 (less taxes payable and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein.Please see “Redemption of Public Shares and Liquidation if no Initial Business Combination” on page 109 for more information.

Prior to this offering, there has been no public market for our units, Class A ordinary shares, warrants or rights. We intend to apply to list our units on the Nasdaq Stock Market (“Nasdaq”) under the symbol “AESPU” on or promptly after the date of this prospectus. The Class A ordinary shares, warrants and rights constituting the units will begin separate trading on the 52 nd day following the date of this prospectus (or, if such date is not a business day, the following business day), unless the representatives inform us of their decision to allow earlier separate trading, subject to the satisfaction of certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares, warrants and rights will be listed on the Nasdaq under the symbols “AESP,” “AESPW,” and “AESPR,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see “Risk Factors” on page 41. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $250,000,000, or $287,500,000 if the underwriter’s option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us as described below, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

Our sponsor, Aeon Acquisition Partners I LLC, and certain of our officers and directors currently hold an aggregate of 12,321,429 founder shares (up to 1,607,143 of which will be surrendered to us for no consideration depending on the extent to which the underwriter’s over-allotment option is exercised) for an aggregate purchase price of $25,000, or approximately $0.002 per founder share. The founder shares held by our independent directors will not be subject to forfeiture in the event the underwriter’s over-allotment option is not exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time 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. 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 all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any Class A ordinary shares, subject to vesting and any other restrictions, issued or deemed issued to (i) our sponsor (or its members or affiliates) in connection with the consummation of this offering, (ii) any seller in the initial business combination, (iii) the Class A ordinary shares underlying the private placement units and (iv) any Class A ordinary shares issued to our sponsor (or its members or affiliates) upon conversion of working capital loans. If we increase or decrease the size of this offering we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders at 30% of the issued and outstanding ordinary shares upon the consummation of this offering. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.See “Summary — Our Sponsor”, “Summary — The Offering — Founder shares”, “Summary — The Offering — Transfer restrictions on founder shares”, “Summary — The Offering — Founder shares conversion and anti-dilution rights”, “Summary — The Offering — Appointment and removal of directors and continuing the company outside of the Cayman Islands; voting rights”, “Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially”, “— Risks Relating to our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks”, “— Our sponsor and certain director, and officers, either directly or indirectly, paid an aggregate of $25,000, or approximately $0.002 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B ordinary shares”, and “— Unlike many other similarly structured blank check companies, our initial shareholders and their permitted transferees will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination” and “Proposed Business — Our Sponsor” for more information.

The sponsor will subscribe to purchase (a) 300,000 private placement units and (b) 675,000 Class A ordinary shares, par value $0.0001 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 $3,000,000 (whether or not the underwriters’ over-allotment option is exercised in full) in a private placement (referred to herein as the “Private Placement,” and the private placement units and restricted Class A shares together, the “private placement securities”). Pursuant to the private placement subscription agreement, the Sponsor has contractually agreed to waive certain voting and transfer rights of the restricted Class A shares until the consummation of the business combination. We refer to the removal of such restrictions as “vesting” throughout this prospectus. We refer collectively to the units included in the private placement securities throughout this prospectus as the “private placement units.” The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; each private placement unit consists of one private Class A ordinary share, one private placement warrant, and one private right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial business combination. Each whole private placement warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. The private placement units shall be subject to the transfer restrictions as described under “Principal Shareholders — Transfers of Founder Shares, Private Placement Units and Restricted Class A Shares”.

Our management team, our advisors and their affiliates are the members of our sponsor. The interests of the members of the sponsor are denominated in three classes of membership interest units: (i) Class A membership units representing interests in the founder shares on a one-for-one basis, (ii) Class B membership units that will represent an interest in the private placement units on a one-for-one basis, and (iii) Class C membership units that will represent an interest in the restricted Class A shares on a one-for-one basis. Any sponsor member that may join the sponsor concurrently with this offering will hold membership units representing their proportional interest in the founder shares and private placement units and will also hold membership units representing their proportional interest in the restricted Class A shares. Upon the closing of this offering, the Class A membership units will collectively represent an interest in 12,321,429 founder shares, the Class B membership units will collectively represent an interest in 300,000 private placement units, and the Class C membership units will collectively represent an interest in 675,000 restricted Class A shares.

For each $10.00 invested in the Private Placement, our sponsor members will receive membership interests in the sponsor which give the sponsor member a right to receive (i) one private placement unit and (ii) two and one-quarter restricted Class A shares, as compared to a public investor in this offering, who will receive only one unit for each $10.00 invested in this offering and no restricted class A shares. These terms were offered to the investors in the Private Placement in order to incentivize participation in the Private Placement, as the private placement units (and underlying securities) and the restricted Class A shares have no redemption rights and will expire worthless if we fail to complete an initial business combination.

Our public shareholders will experience material dilution from the issuance of the Class A shares underlying the private units. Our public shareholders may further experience material dilution from the exercise of the 300,000 private warrants underlying the private units into 300,000 Class A ordinary shares and the exchange of the 300,000 rights into 60,000 Class A shares. In addition, our public shareholders will experience dilution as a result of the issuance of 675,000 restricted Class A shares.

Shares and units held by the sponsor, including the founder shares, private placement units, and restricted Class A shares are subject to the restrictions set forth in the insider letter agreement between the sponsor and its affiliates (the “Insider Letter Agreement”).

Commencing on the date on which our securities are listed on the Nasdaq, we may pay Aeon Group I.K.E., an affiliate of our sponsor, up to $20,000 per month for office space, administrative and shared personnel support services.See “Summary — Our Sponsor” for more information. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into Class A ordinary shares of the post-business combination entity at a price of $10.00 per Class A ordinary share at the option of our sponsor. In addition, after the completion of this offering, our board of directors may approve Working Capital Loans for the purpose of funding working capital, which loans may be converted into our shares, or warrants.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates.See the sections titled “Summary — The Offering — Conflicts of interest,” “Proposed Business — Sourcing of Potential Business Combination Targets”, “Management — Conflicts of Interest,” “Management – Executive Officer and Director Compensation,” “Certain Relationships and Related Party Transactions,” “Description of Securities — Units,” “Description of Securities — Private placement units,” “Description of Securities — Founder Shares”, “Description of Securities — Registration Rights,” and “Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors, any other holders of our founder shares, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), and because our sponsor will be issued restricted Class A shares (i.e., as a “sweetener”), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination” for more information.

Because our sponsor and certain director and officers, either directly or indirectly, acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Additionally, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.See “Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially”, “— Risks Relating to our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks”, “— Our sponsor and certain director, and officers, either directly or indirectly, paid an aggregate of $25,000, or approximately $0.002 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B ordinary shares” and “— Unlike many other similarly structured blank check companies, our initial shareholders and their permitted transferees will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination”.

The following table illustrates the difference between the public offering price and our net tangible book value (NTBV), as adjusted to give effect to this offering and to redemptions of our public shares at varying levels, assuming the full exercise and no exercise of the over-allotment option.See “Summary — Dilution” and “Dilution” for more information.

Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our sponsor and members of our management team on one hand, and purchasers in this offering on the other**. See “Summary — The Offering — Conflicts of interest”, “Proposed Business — Our Sponsor”, “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest”.**

The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2026.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

Lead Book-Running Managers

Co-Manager

**Brookline Capital Markets,

**a division of Arcadia Securities, LLC

The date of this prospectus is , 2026.

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

Trademarks

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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