IB Acquisition Corp.(IBAC)
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IB Acquisition Corp.(IBAC) - 2025 Q4 - Annual Report
2025-12-29 21:06
Company Formation and Purpose - The company was formed as a blank check company with the purpose of effecting a merger or similar business combination, targeting companies with an enterprise value of at least $500 million[15]. - The company intends to focus on high-growth sectors including fintech, healthcare, sports and entertainment, and consumer goods for its initial business combination[21]. - The company has not yet selected any specific business combination target and has not engaged in substantive discussions regarding potential targets[25]. - The company will not effectuate its initial business combination with another blank check company or a similar company with nominal operations[91]. Management and Experience - The management team has significant experience in private investing and corporate finance, providing competitive advantages for sourcing and evaluating potential business combinations[17]. - The management team and directors may have conflicts of interest due to their obligations to other entities, which could affect the selection of business combination opportunities[20]. - The company may seek to recruit additional managers post-business combination, but there is no assurance that it will be able to do so successfully[43]. - Conflicts of interest may arise as executive officers and directors are involved in multiple business activities[173]. - The company has not adopted a policy to prevent conflicts of interest among its executive officers and directors[176]. Acquisition Strategy - The acquisition strategy includes targeting companies with strong fundamentals, leading market positions, and favorable growth outlooks, with a preference for those generating positive EBITDA and strong free cash flow[28]. - The acquisition process will involve thorough due diligence, including meetings with management and reviews of financial information[29]. - The company anticipates structuring the initial business combination to ensure that the post-transaction entity owns or acquires at least 50% of the voting securities of the target[35]. - The company may only complete one business combination with the proceeds from its initial public offering, leading to dependency on a single business[99]. Financial Resources and Risks - The company has approximately $115.6 million available for a business combination, assuming no redemptions occur[37]. - Stockholders holding 10,009,120 shares redeemed their shares for cash at approximately $10.60 per share, resulting in $106.1 million being removed from the Trust Account, leaving about $15.8 million remaining[38]. - The company has not secured third-party financing for the business combination, and there is no assurance that such financing will be available[37]. - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition[162]. - The company may face challenges in obtaining additional financing for business combinations, which could compel restructuring or abandonment of proposed transactions[152]. Stockholder Rights and Redemption - Stockholder approval may be required for certain types of transactions, such as mergers where the company does not survive[45]. - The company plans to conduct redemptions either through a stockholder meeting or a tender offer, depending on various factors[54]. - If stockholder approval is required, the company will distribute proxy materials and provide redemption rights upon completion of the initial business combination[58]. - The anticipated per-share amount for public stockholders exercising redemption rights is approximately $10.05[53]. - If the initial business combination is not completed, the company will cease operations and redeem public shares at a price based on the trust account balance, which could be approximately $10.05 per share[70][74]. Regulatory and Compliance Issues - Regulatory approvals may be required for certain business combinations, and failure to obtain these could prevent the company from completing a transaction[105]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[94]. - The company intends to evaluate its internal control procedures for the fiscal year ending September 30, 2026, as required by the Sarbanes-Oxley Act[93]. - The company may be subject to a second level of U.S. federal income tax if classified as a personal holding company, which could impose a 20% tax on undistributed income[111]. Market Conditions and Competition - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[87]. - The increasing number of special purpose acquisition companies (SPACs) may make attractive target businesses scarcer, increasing competition and costs for initial business combinations[100]. - The company may face significant risks and costs if attempting to complete multiple business combinations simultaneously, which could negatively impact operations and profitability[146]. Legal and Litigation Risks - There is currently no material litigation or governmental proceedings pending against the company or its management team[97]. - The company has provisions in its articles of incorporation that may discourage lawsuits against its directors and officers, potentially affecting shareholder rights[209]. - The exclusive forum provision in the company's articles of incorporation may limit the jurisdiction for certain lawsuits to the State of Nevada, which could impact legal recourse for shareholders[211]. Financial Projections and Shareholder Impact - The initial implied value per public share is $10.05, but this may decrease to an implied value of $2.05 per share upon consummation of the initial business combination, representing a 79.5% decrease[202]. - The nominal purchase price for founder shares was $3,000, approximately $0.0009 per share, which may lead to significant dilution of public shares upon the initial business combination[199]. - The company may issue shares to investors at a price of $10.05 per share during the initial business combination, which may be less than the prevailing market price[116]. - The company has the potential to issue a substantial number of additional shares, which could dilute the equity interest of investors from the initial public offering[196]. Miscellaneous Risks - The company may incur a 3.5% M&A fee on gross proceeds from the initial public offering and a 1.0% finder's fee for targets introduced by I-Bankers, increasing cash requirements for the business combination[153]. - The company may be adversely affected by changes in international trade policies and tariffs, impacting the search for business combination targets and post-combination operations[158]. - Cyber incidents could result in information theft and financial loss, impacting business operations[167]. - Key personnel's departure could negatively impact operations and profitability post-combination[171].
IB Acquisition Corp.(IBAC) - 2025 Q3 - Quarterly Report
2025-08-13 20:30
PART I. FINANCIAL INFORMATION [Item 1. Interim Financial Statements.](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements.) Presents IB Acquisition Corp.'s unaudited interim financial statements and notes for Q2 2025 and Q4 2024 - Financial statements are unaudited and prepared in accordance with GAAP for interim financial information[40](index=40&type=chunk) - Interim results for the three and nine months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending September 30, 2025, or for any future periods[41](index=41&type=chunk) [Balance Sheets](index=4&type=section&id=Balance%20Sheets) Presents unaudited balance sheets detailing assets, liabilities, and equity for the reported periods Balance Sheets | Metric | June 30, 2025 | September 30, 2024 | | :-------------------------------- | :-------------- | :----------------- | | Total Assets | $122,176,971 | $119,800,388 | | Cash | $486,018 | $822,799 | | Cash and investments held in Trust Account | $121,553,746 | $118,601,873 | | Total Liabilities | $549,009 | $722,230 | | Common stock subject to possible redemption | $121,028,301 | $117,966,361 | | Total Stockholders' Equity | $599,661 | $1,111,797 | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Provides unaudited statements of operations, outlining revenues, expenses, and net income for the reported periods Statements of Operations | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 9 Months Ended June 30, 2025 | 9 Months Ended June 30, 2024 | | :-------------------------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | General and administrative expenses | $172,210 | $76,379 | $512,136 | $358,516 | | Interest and dividends earned on Trust Account | $1,254,202 | $1,504,700 | $3,875,873 | $1,504,700 | | Income before provision for income taxes | $1,081,992 | $1,428,321 | $3,363,737 | $1,146,184 | | Provision for income taxes | ($263,382) | ($314,854) | ($813,933) | ($314,854) | | Net income | $818,610 | $1,113,467 | $2,549,804 | $831,330 | | Basic and diluted net income per common stock, redeemable | $0.05 | $0.07 | $0.16 | $0.11 | - Net income for the nine months ended June 30, 2025, significantly increased to **$2,549,804** from **$831,330** in the prior year, primarily due to higher interest and dividends earned on the Trust Account[10](index=10&type=chunk) [Statements of Changes in Stockholders' Equity](index=6&type=section&id=Statements%20of%20Changes%20in%20Stockholders'%20Equity) Summarizes changes in stockholders' equity, including net income and remeasurement, for the nine months ended June 30, 2025 Statements of Changes in Stockholders' Equity | Item | 9 Months Ended June 30, 2025 | | :------------------------------------------ | :--------------------------- | | Balance — September 30, 2024 | $1,111,797 | | Remeasurement of Common Stock subject to possible redemption | ($3,061,940) | | Net income | $2,549,804 | | Balance — June 30, 2025 | $599,661 | - Total Stockholders' Equity decreased from **$1,111,797** as of September 30, 2024, to **$599,661** as of June 30, 2025, largely due to the remeasurement of common stock subject to possible redemption, despite positive net income[12](index=12&type=chunk) [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) Presents unaudited cash flow statements, categorizing cash movements from operating, investing, and financing activities Statements of Cash Flows | Activity | 9 Months Ended June 30, 2025 | 9 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | | Net cash used in operating activities | ($1,260,781) | ($767,109) | | Net cash provided by (used in) investing activities | $924,000 | ($115,575,000) | | Net cash provided by financing activities | $0 | $117,166,205 | | Net change in Cash and cash equivalents | ($336,781) | $824,096 | | Cash and cash equivalents – end of the period | $486,018 | $876,649 | - Cash and cash equivalents decreased by **$336,781** in the nine months ended June 30, 2025, compared to an increase of **$824,096** in the same period of 2024, primarily due to changes in investing and financing activities related to the IPO in 2024[17](index=17&type=chunk) [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) Provides detailed disclosures and explanations integral to understanding the unaudited interim financial statements - The notes are an integral part of the unaudited financial statements, providing detailed disclosures and explanations for the figures presented[8](index=8&type=chunk)[10](index=10&type=chunk)[15](index=15&type=chunk)[17](index=17&type=chunk)[40](index=40&type=chunk) [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Describes IB Acquisition Corp.'s formation as a blank check company and its business objectives - IB Acquisition Corp. is a blank check company (SPAC) formed to effect a business combination, with an investment strategy targeting companies in North America, Europe, and Asia with an enterprise value of at least **$500 million**[20](index=20&type=chunk)[108](index=108&type=chunk) - The Company has not commenced operations and will not generate operating revenues until after a Business Combination; non-operating income is derived from interest on Trust Account proceeds[21](index=21&type=chunk)[110](index=110&type=chunk) IPO Detail | IPO Detail | Value | | :-------------------------------- | :----------------- | | IPO Date | March 28, 2024 | | Units Sold | 11,500,000 | | Purchase Price per Unit | $10.00 | | Gross Proceeds | $115,000,000 | | Private Placement Units Sold | 610,500 | | Private Placement Gross Proceeds | $6,105,000 | | Initial Trust Account Deposit | $10.05 per Unit | - The Company faces substantial doubt about its ability to continue as a going concern due to insufficient liquidity to sustain operations for a reasonable period without a Business Combination[37](index=37&type=chunk)[125](index=125&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the significant accounting policies adopted by the Company, including its emerging growth company status - The Company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[42](index=42&type=chunk)[43](index=43&type=chunk)[135](index=135&type=chunk) - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately against retained earnings or additional paid-in capital[51](index=51&type=chunk) Effective Tax Rate | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 9 Months Ended June 30, 2025 | 9 Months Ended June 30, 2024 | | :------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Effective Tax Rate | 24.34% | 22.04% | 24.20% | 27.47% | - The effective tax rate differs from the statutory rate of **21%** due to a full valuation allowance recorded against deferred tax assets[53](index=53&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=18&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) Details the Company's Initial Public Offering, including units sold and gross proceeds generated - The Company consummated its Initial Public Offering on March 28, 2024, selling **11,500,000 units** at **$10.00 per unit**, including the full exercise of the underwriters' over-allotment option[22](index=22&type=chunk
IB Acquisition Corp.(IBAC) - 2025 Q2 - Quarterly Report
2025-05-15 20:30
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission file number: 001-41988 IB ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (State or other jurisdiction of incorporation or organiza ...
IB Acquisition Corp.(IBAC) - 2025 Q1 - Quarterly Report
2025-02-13 21:05
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2024 ☐ 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: 001-41988 IB ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organ ...
IB Acquisition Corp.(IBAC) - 2024 Q4 - Annual Report
2024-12-26 11:17
Financial Performance - For the year ended September 30, 2023, the company reported a net loss of $6,844, which consists of operating costs[670]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its business combination[669]. Cash and Assets - As of September 30, 2024, the company held cash in the Trust Account amounting to $118,601,873, which is intended for completing the initial Business Combination[672]. - The company has no off-balance sheet arrangements as of September 30, 2024, and does not engage in transactions with unconsolidated entities[674]. Expenses and Costs - The company incurs expenses related to being a public entity, including legal, financial reporting, accounting, and auditing compliance costs[669]. - The company appointed a new Chief Financial Officer on January 22, 2024, with a monthly compensation of $5,000 starting from the Initial Public Offering closing[675]. Regulatory and Compliance - The company is classified as an "emerging growth company" and is utilizing certain exemptions from various reporting requirements[684]. - The company may face additional regulatory burdens if deemed an "investment company," which could impact its ability to complete a business combination[679]. - There were no changes in internal control over financial reporting during the fiscal year ended September 30, 2024, that materially affected the company's reporting[51]. Market Conditions - A significant downturn in economic activity, particularly in the real estate market, may lead potential targets to reduce capital and operating expenditures[681].
IB Acquisition Corp.(IBAC) - 2024 Q3 - Quarterly Report
2024-08-14 20:14
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NEVADA 85-2946784 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol (s) Name of each exchange on which registered Shares of common stock, par value $0.0001 per share IBAC The NASDAQ Stock Market LLC Rights, each entitling the holder to receive one-twentieth of one share of common stock IBACR The NASDAQ Stock Market LLC FORM 10-Q (MARK ONE) ☒ QUARTERLY R ...
IB Acquisition Corp.(IBAC) - 2024 Q2 - Quarterly Report
2024-05-15 21:20
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol (s) Name of each exchange on which registered Units, each consisting of one share of common stock, $0.0001 par value, and one right IBACU The NASDAQ Stock Market LLC Shares of common stock, par value $0.0001 per share IBAC The NASDAQ Stock Market LLC Rights, each entitling the holder to receive one-twentieth of one share of common stock IBACR The NASDAQ Stock Market LLC Large accelerated filer ☐ Accele ...
IB Acquisition Corp.(IBAC) - Prospectus(update)
2024-03-08 22:27
As filed with the U.S. Securities and Exchange Commission on March 8, 2024. Registration No. 333-275650 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IB ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 6770 85-2946784 (I.R.S. Employer Identification N ...
IB Acquisition Corp.(IBAC) - Prospectus(update)
2024-01-31 01:44
As filed with the U.S. Securities and Exchange Commission on January 30, 2024. Registration No. 333-275650 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IB ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 6770 85-2946784 (I.R.S. Employer Identificatio ...
IB Acquisition Corp.(IBAC) - Prospectus(update)
2023-12-19 22:27
As filed with the U.S. Securities and Exchange Commission on December 19, 2023. Registration No. 333-275650 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IB ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 6770 85-2946784 (I.R.S. Employer Identificati ...