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].

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

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $824,126, consisting of interest and dividends earned on cash and investments held in the Trust Account of $1,250,141, offset by operational costs of $163,485 and provision for income taxes of $262,530 [111]. - For the six months ended March 31, 2025, the company had a net income of $1,731,194, with interest and dividends earned on cash and investments held in the Trust Account totaling $2,621,671, offset by operational costs of $339,926 and provision for income taxes of $550,551 [112]. - Cash used in operating activities for the six months ended March 31, 2025, was $1,119,424, with a net income of $1,731,194 impacted by interest and dividends earned [118]. Trust Account and Investments - As of March 31, 2025, the company held cash and investments in the Trust Account amounting to $120,299,544, which can only be invested in U.S. government treasury obligations or money market funds [121]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence [122]. Initial Public Offering - The company completed its Initial Public Offering on March 28, 2024, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units, including the underwriters' over-allotment option [116]. - Transaction costs related to the Initial Public Offering amounted to $7,755,845, which included a cash underwriting discount of $3,450,000 [117]. - The company has engaged I-Bankers for marketing services related to the Business Combination, with a fee of 3.5% of the gross proceeds of the Initial Public Offering, totaling $4,025,000 [130]. Debt and Liquidity - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and does not participate in transactions that create relationships with unconsolidated entities [126]. - The company plans to address liquidity concerns through a Business Combination, but there is no assurance that capital raising efforts will be successful [125].

Financial Performance - For the three months ended December 31, 2024, the company reported a net income of $907,068, driven by interest earned on marketable securities of $1,371,530, offset by operational costs of $176,441 and income tax provision of $288,021 [109]. - Cash used in operating activities for the three months ended December 31, 2024, was $375,235, while for the same period in 2023, cash used was $78,039 [112][113]. Initial Public Offering - The company completed its Initial Public Offering on March 28, 2024, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit, including an over-allotment option [111]. - The company incurred transaction costs of $7,755,845 related to its Initial Public Offering, which included cash underwriting discounts and other offering costs [112]. - The company has engaged I-Bankers for marketing services related to the Business Combination, with a fee of 3.5% of the gross proceeds of the Initial Public Offering, totaling $4,025,000 [123]. Financial Position - As of December 31, 2024, the company held cash in the Trust Account amounting to $119,658,403, which is intended for the completion of its initial Business Combination [114]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2024, and has not entered into any special purpose entities [119][120]. Future Plans and Concerns - The company plans to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence [115]. - Management has expressed substantial doubt about the company's ability to continue as a going concern due to anticipated significant costs in pursuing acquisition plans [118]. - The company does not believe it will need to raise additional funds to meet operating expenditures, but may require additional financing to complete its Business Combination [117].

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].

Financial Performance - Net income for the three months ended June 30, 2024, was $1,113,467, a significant increase from a net loss of $144 for the same period in 2023[10] - Basic net income per common stock, nonredeemable, was $0.07 for the three months ended June 30, 2024, compared to $(0.00) for the same period in 2023[10] - For the nine months ended June 30, 2024, the net income was $831,330, compared to a net loss of $144 in the same period of 2023[12] - The company reported a net income of $813,055 for the three months ended June 30, 2024, compared to $300,412 for the same period in 2023[42] - For the three months ended June 30, 2024, the basic net income per share of common stock was $0.07, compared to $0.11 for the same period in 2023[42] Assets and Liabilities - Total current assets increased to $1,235,538 as of June 30, 2024, compared to $52,553 on September 30, 2023[7] - Total liabilities stood at $352,354 as of June 30, 2024, up from $57,987 on September 30, 2023[8] - Total stockholders' equity increased to $1,277,255 as of June 30, 2024, from a deficit of $(5,434) on September 30, 2023[8] - As of June 30, 2024, the Company had $876,649 in cash and a working capital of $883,184, indicating liquidity concerns for sustaining operations for at least one year[27] - The Company had $52,553 in cash as of September 30, 2023, showing a significant increase in cash reserves over the period[33] Initial Public Offering (IPO) - The company completed the Initial Public Offering of 11,500,000 units at a price of $10.00 per unit, generating gross proceeds of $115,000,000[15] - The company completed its Initial Public Offering on March 28, 2024, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units, including the full exercise of the over-allotment option for 1,500,000 Units[80] - Proceeds from the sale of units in the Initial Public Offering amounted to $111,550,000, net of underwriting discounts[12] - Transaction costs related to the Initial Public Offering amounted to $7,755,845[17] - The Company incurred transaction costs of $7,755,845 related to the Initial Public Offering, including a cash underwriting discount of $3,450,000 and the fair value of representative shares amounting to $3,867,050[81] Business Operations and Strategy - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial Business Combination[14] - The company anticipates targeting companies with an enterprise value of at least $500 million across various sectors, including consumer goods and healthcare technology[13] - The company has not selected any potential business combination target as of June 30, 2024[13] - The Company plans to address its liquidity issues through a Business Combination, although there is no assurance of success in raising capital[27] - The Company plans to use funds from the Trust Account primarily to complete its initial Business Combination and for working capital purposes[84] Cash Flow and Investments - Interest earned on marketable securities held in the trust account was $1,504,700 for the three months ended June 30, 2024[10] - The total cash investment into the Trust Account was $(115,575,000) during the same period[12] - A total of $115.575 million from the IPO and private placement proceeds has been placed in a U.S.-based trust account, which will not be released until certain conditions are met[105] - As of June 30, 2024, the Trust Account held cash of $117,079,700, which is invested in money market funds and U.S. government securities[68] Shareholder Information - The number of common shares outstanding increased to 4,249,090 as of June 30, 2024, from 3,243,590 on September 30, 2023[11] - The Company is authorized to issue 100,000,000 shares of common stock, with 4,249,090 shares issued and outstanding as of June 30, 2024[64] - The common stock subject to possible redemption as of June 30, 2024, is valued at $116,764,846 after accounting for offering costs and remeasurement[37] - The company has 3,243,590 Founder Shares outstanding after the cancellation of 1,068,910 shares by the Sponsor[49] - The holders of Founder Shares are entitled to registration rights, allowing them to demand the registration of their securities for resale[59] Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[30] - The financial statements do not include all necessary information for a complete presentation of financial position, results of operations, or cash flows[28] - The Company recognizes changes in the redemption value of shares immediately, affecting retained earnings or additional paid-in capital[36] - The Company has no off-balance sheet arrangements or long-term liabilities as of June 30, 2024[89] - Management has raised concerns about the Company's ability to continue as a going concern due to expected significant costs in pursuing acquisition plans[88] Management and Internal Controls - Management has concluded that disclosure controls and procedures were not effective at a reasonable assurance level during the reporting period[99] - There were no changes in internal control over financial reporting that materially affected the company during the three and nine months ended June 30, 2024[100] - Management does not believe that any recently issued accounting standards will have a material effect on the company's financial statements[95] - The Company has not identified any critical accounting policies as of June 30, 2024[93] - The Company adopted ASU 2020 06 effective January 1, 2024, with no effect on the presented unaudited financial statements[44]

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $194,646, compared to a net loss of $48 for the same period in 2023, indicating a significant increase in operating costs [74]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, raising concerns about its liquidity and ability to sustain operations for at least one year [81]. - Management has determined that the company currently lacks the liquidity needed to sustain operations, which raises substantial doubt about its ability to continue as a going concern [81]. Initial Public Offering - The company completed its Initial Public Offering on March 28, 2024, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit [75]. - The company incurred transaction costs of $7,755,845 related to the Initial Public Offering, including a cash underwriting discount of $3,450,000 [76]. - The company has engaged I-Bankers for marketing services related to the Business Combination, with a fee of 3.5% of the gross proceeds of the Initial Public Offering, amounting to $4,025,000 [85]. Cash and Liquidity - Cash held in the Trust Account as of March 31, 2024, amounted to $115,575,000, which is intended to be used for the initial Business Combination [77]. - As of March 31, 2024, the company had cash of $1,661,315 available for operational expenses and due diligence on prospective target businesses [78]. - The company plans to use substantially all funds in the Trust Account for the initial Business Combination, with any remaining proceeds allocated for working capital [77]. Risk Factors - The company disclosed that risk factors could materially affect its results of operations or financial condition [90]. - There have been no material changes to the risk factors since the final prospectus for the Initial Public Offering filed on March 27, 2024 [90]. Legal and Compliance - There were no changes in internal control over financial reporting during the three and six months ended March 31, 2024 [90]. - No legal proceedings are currently ongoing against the company [90]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024, indicating a clean balance sheet [82].

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 ...

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 ...

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 ...