Item 1. Business
ITEM
1. BUSINESS
Overview
We
are a blank check company incorporated on August 1, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting
a Business Combination with one or more businesses or entities. As of the date of this Report, we have not selected any specific Business
Combination target. We have generated no operating revenues to date.
Our
Management Team
Our
management team has extensive experience in mergers and acquisitions, capital markets, private equity, and operating businesses globally.
Executive
Officers and Directors
Mr.
Demetrios Mallios has served as our Chief Executive Officer and director since August 2025. Mr. Mallios is the Founder of The
Aeon Group, Inc., the parent company of the Aeon Family of Funds and AeonX, as well as other subsidiaries, and has held the position
of Chief Executive Officer since July 2013. Mr. Mallios has had a diverse career over the past 30+ years as a fund manager, corporate
consultant, investment banker, executive and entrepreneur. Prior to Aeon, his experience as Partner, CEO, COO, and Head of Investment
Banking at many firms in the US, China as well as other countries has allowed him to participate as principal investor and/or agent in
primary and secondary transactions in private and public companies worldwide. He has served as a director of Invent Ventures, Inc. (OTC:
IDEA), a technology venture firm, since November 2017. Mr. Mallios has previous experience also includes Bank of America, UBS, Paulson
Investment Company, and Jensyn Acquisition Corp. See “Prior Blank Check Experience.”
Mr.
Alan Lewis , has served as our Chief Financial Officer since October 2025. Mr. Lewis has a track record of success as a transformational
leader in the financial, investment, and technology industries. He has co-founded and raised funds for multiple ventures, including The
Aeon Group, Inc. In his current roles and as an investment banker, Alan has leveraged his extensive background in entrepreneurship, start-ups,
mergers & acquisitions, due diligence, strategy, venture capital, corporate finance, private equity, and strategic planning to help
companies innovate in the digital arena at firms. He co-founded The Aeon Group, Inc. and since March 2014 has served as Chief Strategy
Officer and a director. Since, June 2004, he has been the Managing Member of Aeon X, LLC, a technology platform that offers access to
a collection of alternative investments and related products. He received his Bachelor of Arts degree in Political Science from American
Public University in 2011 and a Masters of Public Administration in Organizational Leadership from CSU Northridge in 2012. He has also
demonstrated the ability to grow private equity and venture capital funds and is dedicated to continuous learning in the rapidly evolving
digital landscape, as demonstrated by his pursuit of a doctoral degree in Education and Psychology from Pepperdine University.
Mr.
Victor (Rock) Klinefelter , has served as our Chief Operating Officer since October 2025. Mr. Klinefelter brings nearly 30 years of
senior management experience across privately held, publicly traded, and Fortune 100 companies such as Leo Burnett, Diesel, and Philip
Morris International. He has held national, regional, and global leadership roles in the USA, Asia, and Europe—successfully guiding
diverse, multicultural teams through periods of growth and expansion. He began his career at the Leo Burnett Company, where he rose to
the role of Global Director. He later served as Global Head of Marketing at Diesel, Regional Marketing Director Asia at Philip Morris
International, and Global Commercial Director for Philip Morris International Duty Free. Following these corporate roles, he co-founded
a business development venture and currently serves as Chief Operating Officer and Chief of Staff at The Aeon Group. Mr. Klinefelter
is a graduate of Amherst College (Massachusetts, USA).
Mr.
Georgios Panou has served as our Chief Investment Officer since October 2025. Mr. Panou is a seasoned sports-marketing executive
who has co-led Octagon Basketball Europe since 2016, growing it into the continent’s second-largest basketball agency. In May 2022,
he founded Upgr8 Sports Management Ltd., building partnerships with Olympic athletes and global brands (VISA, L’Oréal, Allianz,
PlayStation) and also co-established Octagon International Soccer, where he orchestrated record-breaking transfers. Since March 2022,
Mr. Panou has served as director of OIS Agency Ltd, a soccer focused sports agency. A former national-team coach who led Greece to a
World Cup silver in 2006, Georgios holds a degree in Sports Training & Sports Marketing from Visa Skola in Belgrade in 2001.
Mr. Alex
Saratsis has served as our Chief Strategy Officer since October 2025. Mr. Saratsis is Co-Managing Director of Octagon Basketball,
where since 2020 he has co-led a global division representing 40+ NBA stars and overseeing over $2 billion in active contracts and endorsements.
With two decades of international sports-management experience, Alex built Octagon’s basketball operations across North America,
Europe, Asia, and South America—recruiting elite talent, negotiating landmark deals (including Giannis Antetokounmpo’s record
extensions), and launching Octagon54 to develop African basketball prospects. A Northwestern graduate with a Bachelor’s Degree
in Political Scient in May 2002, fluent in four languages, Alex also teaches Sports Administration at his alma mater.
Mr. Themis
Bilionis has served as our Chief Business Officer since October 2025. Mr. Bilionis, born in Athens in 1977, has extensive operational
expertise in European sports management. After starting his career at Basketopolis S.A. as Head of Marketing and Communications, he co-founded
the Octagon Basketball Europe network in 2013, later merging to form OBE SPORTS MANAGEMENT LTD in 2020. Since March 2021, Mr. Bilionis
has served as Director of Operations of OBE Sports Management LTD, as well as a member of the Board of Directors. Mr. Bilionis received
his Bachelor of Arts degree from Panteion University of Social Sciences in 1996 and a Master of Arts degree from University of Durham
Business School in 2003.
1
Employees
We
currently have 6 officers and do not intend to have any full-time employees prior to the completion of our initial Business Combination.
Members of our management team are not obligated to devote any specific number of hours to our matters.
Periodic
Reporting and Financial Information
We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company
will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of
the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to
achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will
be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part
of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or
other sums due under a debenture or other obligation of us.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c)
in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A ordinary shares
that is held by non-affiliates equals or exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter;
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of
our Class A ordinary shares held by non-affiliates equaled or exceeded $250.0 million as of the end of the prior June 30th, and (2) our
annual revenues equaled or exceeded $100.0 million during such completed fiscal year or the aggregate worldwide market value of our Class
A ordinary shares held by non-affiliates equaled or exceeded $700.0 million as of the prior June 30th.
2
ITEM
1A. RISK FACTORS
As
a smaller reporting company, we are not required to make disclosures under this Item.