Table of Contents (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40878 IX ACQUISITION CORP. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Cayman Islands 98-15869 ...

or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40878 Table of Contents 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 quarterly period ended June 30, 2025 IX ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-1586922 (S ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements%2E) This section presents IX Acquisition Corp.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and explanatory notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20%28Unaudited%29%20and%20December%2031%2C%202024) Condensed Consolidated Balance Sheets (Amounts in USD) | Item | March 31, 2025 (Unaudited) | December 31, 2024 | | :------------------------------------------------ | :--------------------------- | :------------------ | | Cash | $3,750 | $3,527 | | Prepaid expenses | $26,401 | $27,052 | | Due from related party | $13,877 | $13,877 | | Total current assets | $44,028 | $44,456 | | Cash held in the Trust Account | $19,245,085 | $18,949,539 | | Accounts payable | $358,185 | $421,068 | | Accrued expenses | $2,306,166 | $2,203,224 | | Promissory note-related party | $4,242,575 | $3,856,641 | | Deferred underwriting fee payable | $6,050,000 | $6,050,000 | | Total current liabilities | $6,906,926 | $6,480,933 | | Derivative warrant liabilities | $746,000 | $1,119,000 | | Total non-current liabilities | $6,796,000 | $7,169,000 | | Total Liabilities | $13,702,926 | $13,649,933 | | Class A ordinary shares subject to possible redemption | $19,245,085 | $18,949,539 | | Total shareholders' deficit | $(13,658,898) | $(13,605,477) | | Total Assets | $19,289,113 | $18,993,995 | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) Unaudited Condensed Consolidated Statements of Operations (Amounts in USD) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Operating and formation expenses | $281,488 | $880,791 | | Loss from operations | $(281,488) | $(880,791) | | Income from cash held in the Trust Account | $150,613 | $345,617 | | Interest income (expense) on an operating account | ― | $(68) | | Change in fair value of derivative warrant liabilities | $373,000 | $(186,500) | | Total other income, net | $523,613 | $159,049 | | Net income (loss) | $242,125 | $(721,742) | | Basic and diluted net income (loss) per share, Class A ordinary shares subject to redemption | $0.03 | $(0.08) | | Basic and diluted net income (loss) per share, Class A (non-redeemable) and Class B ordinary shares | $0.03 | $(0.08) | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) Changes in Shareholders' Deficit (Amounts in USD) | Item | March 31, 2025 | March 31, 2024 | | :------------------------------------------------ | :------------- | :------------- | | Balance — January 1 | $(13,606,052) | $(9,515,127) | | Remeasurement of Class A ordinary shares to redemption amount | $(295,546) | $(495,617) | | Net income (loss) | $242,125 | $(721,742) | | Balance — March 31 | $(13,659,473) | $(12,004,000) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) Unaudited Condensed Consolidated Statements of Cash Flows (Amounts in USD) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income (loss) | $242,125 | $(721,742) | | Change in fair value of derivative warrant liabilities | $(373,000) | $186,500 | | Income from cash held in the Trust Account | $(150,613) | $(345,617) | | Net cash used in operating activities | $(240,778) | $(308,403) | | Cash deposited in the Trust Account | $(144,933) | $(150,000) | | Net cash used in investing activities | $(144,933) | $(150,000) | | Proceeds from Extension Promissory Note | $385,934 | $441,000 | | Net cash provided by financing activities | $385,934 | $441,000 | | Net change in cash | $223 | $(17,403) | | Cash - end of the period | $3,750 | $6,875 | | Remeasurement of Class A ordinary shares to redemption amount | $295,546 | $495,617 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Description of Organization and Business Operations](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - IX Acquisition Corp. is a blank check company formed on **March 1, 2021**, for the purpose of a Business Combination, with no operations commenced as of **March 31, 2025**[19](index=19&type=chunk)[21](index=21&type=chunk) - The company consummated its Initial Public Offering (IPO) on **October 12, 2021**, selling **23,000,000 Units** at **$10.00 per Unit**, generating **$230,000,000**[22](index=22&type=chunk) - Simultaneously with the IPO, **7,150,000 Private Placement Warrants** were sold for **$7,150,000**[23](index=23&type=chunk) - A total of **$231,150,000** from IPO and Private Placement proceeds was placed in a Trust Account, initially invested in U.S. Treasury obligations, but liquidated to an interest-bearing demand deposit account on **November 13, 2023**, to mitigate Investment Company Act risks[25](index=25&type=chunk)[85](index=85&type=chunk) - The Combination Period has been extended multiple times, with the latest approval on **October 9, 2024**, allowing extensions until **October 12, 2025**, through monthly deposits by the Sponsor[34](index=34&type=chunk)[55](index=55&type=chunk) - On **March 29, 2024**, the company entered into a Merger Agreement with AERKOMM Inc. for its initial Business Combination, which has since been amended multiple times, including on **February 12, 2025**, and **April 12, 2025**[52](index=52&type=chunk)[57](index=57&type=chunk) - The company faced Nasdaq listing compliance issues regarding minimum total holders and the business combination deadline, leading to **suspension of trading on December 12, 2024**, and subsequent **delisting**, with securities now quoted on the OTC Market[58](index=58&type=chunk)[62](index=62&type=chunk)[64](index=64&type=chunk) - Key officers and directors resigned on **September 23, 2024**, including the CEO, and new appointments were made to the audit and compensation committees[65](index=65&type=chunk)[67](index=67&type=chunk) [Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Going Concern](index=21&type=section&id=NOTE%202.%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES%20AND%20GOING%20CONCERN) - The financial statements are prepared in accordance with GAAP for interim financial information and Article 10 of Regulation S-X[68](index=68&type=chunk) - Management has identified a **substantial doubt** about the company's ability to continue as a **going concern** due to its liquidity condition and the mandatory liquidation deadline if a Business Combination is not consummated by **October 12, 2025**[72](index=72&type=chunk)[73](index=73&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[75](index=75&type=chunk)[78](index=78&type=chunk) - Significant accounting estimates include the fair value of warrants, which are re-valued at each reporting date with changes recognized in the statements of operations[79](index=79&type=chunk)[86](index=86&type=chunk) - Class A ordinary shares subject to redemption are classified outside of permanent equity and adjusted to redemption value at each reporting period[93](index=93&type=chunk)[94](index=94&type=chunk) - The company has **no income taxes** in the Cayman Islands and no significant uncertain tax positions[99](index=99&type=chunk)[100](index=100&type=chunk) - ASU 2023-07 (Segment Reporting) was adopted retrospectively in fiscal year **2024** with **no material impact**, and ASU 2023-09 (Income Taxes) is effective for fiscal years beginning after **December 15, 2024**, with **no material impact expected**[106](index=106&type=chunk)[107](index=107&type=chunk) [Note 3. Initial Public Offering](index=31&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) - The company sold **23,000,000 Units** in its IPO on **October 12, 2021**, at **$10.00 per Unit**, including the full exercise of the over-allotment option[109](index=109&type=chunk) - Each Unit consisted of **one Public Share** and **one-half of one Public Warrant**, exercisable at **$11.50 per whole share**[109](index=109&type=chunk) [Note 4. Private Placement](index=31&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, the Sponsor, Cantor, and Odeon purchased **7,150,000 Private Placement Warrants** at **$1.00 each**, generating **$7,150,000**[110](index=110&type=chunk) - These warrants are exercisable at **$11.50 per share**; proceeds were added to the Trust Account[111](index=111&type=chunk) - If a Business Combination is not completed, Private Placement Warrants will **expire worthless**[111](index=111&type=chunk) [Note 5. Related Party Transactions](index=31&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor was issued **5,750,000 Class B ordinary shares (Founder Shares)** for **$25,000**, which converted to Class A ordinary shares on **May 9, 2023**[112](index=112&type=chunk)[113](index=113&type=chunk) - Anchor Investors purchased **1,747,879 Founder Shares** from the Sponsor for **$0.004 per share**, agreeing to vote in favor of the Business Combination and adhere to lock-up restrictions[118](index=118&type=chunk) - The company has an agreement with the Sponsor to pay up to **$10,000 per month** for administrative services, but these fees were **waived** for the three months ended **March 31, 2025 and 2024**[121](index=121&type=chunk) - The Sponsor committed to loan the company up to **$1,400,000** for working capital, convertible into Private Placement Warrants[122](index=122&type=chunk) - The Extension Promissory Note with the Sponsor, initially up to **$1 million**, was amended multiple times, increasing the principal amount to **$4,500,000** by **September 20, 2024**, bearing no interest and convertible into warrants[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - As of **March 31, 2025**, **$4,242,575** was drawn on the Extension Promissory Note[128](index=128&type=chunk) - The company had **$13,877** due from a related party as of **March 31, 2025**, and **December 31, 2024**[130](index=130&type=chunk) [Note 6. Commitment and Contingencies](index=37&type=section&id=NOTE%206.%20COMMITMENT%20AND%20CONTINGENCIES) - Holders of Founder Shares, Private Placement Warrants, and warrants from working capital loans are entitled to registration rights[131](index=131&type=chunk) - Underwriters were paid a **$4,000,000 cash underwriting discount** and are due **$12,100,000** in deferred underwriting commissions upon Business Combination completion[133](index=133&type=chunk) - Underwriters agreed to forfeit a portion of deferred underwriting commissions, reducing the payable amount to **$6,050,000** if the Business Combination target's pre-money valuation exceeds **$100 million**[134](index=134&type=chunk) - The Merger Agreement with AERKOMM was amended on **September 25, 2024**, **February 12, 2025**, and **April 12, 2025**, to adjust lock-up periods, Founder Share escrow, working capital provisions, and the closing date[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - The company recorded a **$1,349,167 account receivable** related to a target delay charge as of **March 31, 2025**, with a **full allowance for credit loss**[142](index=142&type=chunk) - Subscription Agreements for a PIPE Investment of **$35,000,000** at **$11.50 per share** were entered into, with AERKOMM aiming for a minimum of **$45,000,000** (minus SAFE Investments)[143](index=143&type=chunk) - SAFE Agreements for an aggregate of **$4,997,200** were entered into as of **December 4, 2024**, convertible into common stock at **$11.50 per share** upon merger closing, plus additional Incentive Shares[147](index=147&type=chunk) - Sponsor and AERKOMM Supporting Shareholders entered into support agreements to vote in favor of the merger and against alternative proposals[149](index=149&type=chunk)[150](index=150&type=chunk) - Benchmark was appointed as a non-exclusive PIPE placement agent, with fees based on gross proceeds, and Yuanta Securities was engaged as a sub-placement agent[154](index=154&type=chunk)[157](index=157&type=chunk) [Note 7. Warrants](index=43&type=section&id=NOTE%207.%20WARRANTS) - As of **March 31, 2025**, there were **18,650,000 warrants outstanding**, comprising **11,500,000 Public Warrants** and **7,150,000 Private Placement Warrants**[158](index=158&type=chunk) - Public Warrants become exercisable **30 days** after Business Combination completion or **12 months** from IPO closing, expiring **five years** from Business Combination completion[159](index=159&type=chunk) - The company may redeem warrants for cash if the Class A ordinary share price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[164](index=164&type=chunk)[167](index=167&type=chunk) - Private Placement Warrants are **non-transferable** and **non-redeemable** by the company as long as held by initial purchasers or permitted transferees, but otherwise have identical terms to Public Warrants[170](index=170&type=chunk) - Warrants are recorded as derivative liabilities at fair value and re-measured at each balance sheet date, with changes recognized in the consolidated statements of operations[171](index=171&type=chunk) [Note 8. Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit](index=47&type=section&id=NOTE%208.%20CLASS%20A%20ORDINARY%20SHARES%20SUBJECT%20TO%20POSSIBLE%20REDEMPTION%20AND%20SHAREHOLDERS%27%20DEFICIT) - The company is authorized to issue **1,000,000 preference shares**, but **none were issued or outstanding** as of **March 31, 2025**[172](index=172&type=chunk) - **200,000,000 Class A ordinary shares** are authorized, with **4,002,121 issued and outstanding** (excluding **1,610,373 subject to redemption**) as of **March 31, 2025**[173](index=173&type=chunk) - **20,000,000 Class B ordinary shares** are authorized, with **1,747,879 issued and outstanding** as of **March 31, 2025**[174](index=174&type=chunk) - Class A and Class B ordinary shareholders generally vote together, with Class B holders having enhanced voting rights for director appointments and continuation votes prior to a Business Combination[175](index=175&type=chunk)[176](index=176&type=chunk) [Note 9. Fair Value Measurements](index=49&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) Fair Value Measurements of Liabilities (Amounts in USD) | Description | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Warrant liability – Public Warrants | $460,000 (Level 2) | $690,000 (Level 2) | | Warrant liability – Private Placement Warrants | $286,000 (Level 3) | $429,000 (Level 3) | | Total Liabilities | $746,000 | $1,119,000 | - Assets held in the Trust Account were approximately **$19.2 million** in cash as of **March 31, 2025**, and **$18.9 million** as of **December 31, 2024**[178](index=178&type=chunk) - Public Warrants are measured based on listed market price (Level 2), while Private Placement Warrants are valued using a probability-adjusted Black-Scholes model (Level 3 inputs)[180](index=180&type=chunk)[183](index=183&type=chunk) Significant Inputs for Private Placement Warrants Valuation | Input | March 31, 2025 | December 31, 2024 | | :---------------------- | :------------- | :---------------- | | Stock price | $11.86 | $11.55 | | Exercise price | $11.50 | $11.50 | | Dividend yield | 0 % | 0 % | | Expected term (in years) | 5.53 | 5.78 | | Volatility | 2.30 % | 3.00 % | | Risk-free rate | 3.92 % | 4.32 % | | Fair value | $0.04 | $0.06 | | Probability of Business Combination | 1.5 % | 2.3 % | - The company recognized a **gain of $373,000** on derivative warrant liabilities for **Q1 2025**, compared to a **loss of $186,500** for **Q1 2024**[184](index=184&type=chunk) - The estimated fair value of the conversion feature related to the Extension Promissory Note was **zero** as of **March 31, 2025**[188](index=188&type=chunk) [Note 10. Segment Information](index=53&type=section&id=NOTE%2010.%20SEGMENT%20INFORMATION) - The company operates as a **single operating segment**, with the Chief Executive Officer and Chief Financial Officer (CODM) reviewing overall operating results[190](index=190&type=chunk) Key Metrics Reviewed by CODM (Amounts in USD) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Trust Account | $19,245,085 | $18,949,539 | | Cash | $3,750 | $3,527 | | Operating and formation expenses (Q1) | $281,488 | $880,791 | | Interest earned on Trust Account (Q1) | $150,613 | $345,617 | [Note 11. Subsequent Events](index=54&type=section&id=NOTE%2011.%20SUBSEQUENT%20EVENTS) - On **April 12, 2025**, the company, Merger Sub, and AERKOMM entered into a third amendment to the Merger Agreement to amend the closing date term[195](index=195&type=chunk) - The company made **two deposits of $48,311** into the Trust Account on **May 13, 2025**, and **June 13, 2025**, to extend the Combination Period until **July 12, 2025**[195](index=195&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%2E) This section provides management's perspective on the company's financial condition and operational results, including an overview of its SPAC activities, details of the proposed merger with AERKOMM, recent financial performance, liquidity, and critical accounting estimates [Overview](index=55&type=section&id=Overview) - The company is a blank check company formed to effect a business combination, utilizing proceeds from its IPO and private placement[199](index=199&type=chunk) - The IPO on **October 12, 2021**, raised **$230,000,000**, and a private placement of warrants raised **$7,150,000**[200](index=200&type=chunk)[201](index=201&type=chunk) - Trust Account funds were moved to an interest-bearing demand deposit account on **November 13, 2023**, to mitigate Investment Company Act risks[202](index=202&type=chunk) [The Merger Agreement](index=55&type=section&id=The%20Merger%20Agreement) - The company entered into a Merger Agreement with AERKOMM Inc. on **March 29, 2024**, for its initial Business Combination[203](index=203&type=chunk) - Amendments to the Merger Agreement on **September 25, 2024**, **February 12, 2025**, and **April 12, 2025**, addressed lock-up periods, Founder Shares escrow, working capital, termination conditions, and the closing date[205](index=205&type=chunk)[206](index=206&type=chunk) [Agreements Related to the Merger Agreement](index=57&type=section&id=Agreements%20Related%20to%20the%20Merger%20Agreement) - The Sponsor Support Agreement obligates the Sponsor to vote in favor of the merger and against alternative proposals[207](index=207&type=chunk) - The AERKOMM Support Agreement binds certain AERKOMM shareholders to approve the merger and related transactions[209](index=209&type=chunk) - Subscription Agreements for a PIPE Investment of **$35,000,000** were executed, with AERKOMM aiming for a minimum of **$45,000,000** (inclusive of SAFE Agreements)[211](index=211&type=chunk)[213](index=213&type=chunk) - SAFE Agreements totaling **$4,997,200** were entered into as of **December 4, 2024**, convertible into common stock at **$11.50 per share** upon merger closing, including Incentive Shares[216](index=216&type=chunk) - Benchmark was appointed as a non-exclusive PIPE placement agent, with amendments to its fee structure, and Yuanta Securities was engaged as a sub-placement agent[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk) [Extension of Combination Period and Share Redemptions](index=60&type=section&id=Extension%20of%20Combination%20Period%20and%20Share%20Redemptions) - Shareholders approved multiple extensions of the Combination Period, most recently until **October 12, 2025**, with monthly contributions from the Sponsor[233](index=233&type=chunk)[237](index=237&type=chunk) - In connection with the **April 2023** extension vote, **18,336,279 Class A ordinary shares** were redeemed for approximately **$189 million**[223](index=223&type=chunk) - Following the **December 2023** extension vote, **1,817,650 public shares** were redeemed for approximately **$19.99 million**, setting the monthly Sponsor contribution at **$50,000**[235](index=235&type=chunk) - After the **October 2024** extension vote, **1,235,698 public shares** were redeemed for approximately **$14.30 million**, adjusting the monthly Sponsor contribution to **$48,311**[238](index=238&type=chunk) - The company made **nine deposits of $48,311** from **October 2024 to June 2025** to extend the Combination Period until **July 12, 2025**[239](index=239&type=chunk)[250](index=250&type=chunk) [Contribution and Extension Promissory Note](index=63&type=section&id=Contribution%20and%20Extension%20Promissory%20Note) - The Sponsor provides loans for working capital and extension payments, formalized through an Extension Promissory Note[244](index=244&type=chunk) - The promissory note was amended multiple times, increasing the principal amount to **$4.5 million** by **September 20, 2024**[244](index=244&type=chunk)[246](index=246&type=chunk)[248](index=248&type=chunk) - The note bears **no interest** and is due upon Business Combination or liquidation, with up to **$1,500,000** convertible into warrants[244](index=244&type=chunk)[248](index=248&type=chunk) - As of **March 31, 2025**, the outstanding principal under the Third Amended and Restated Extension Promissory Note was **$4,242,575**[250](index=250&type=chunk) [Founder Conversion](index=67&type=section&id=Founder%20Conversion) - On **May 9, 2023**, the Sponsor converted all **4,002,121 Class B ordinary shares** into Class A ordinary shares on a **one-for-one basis**[251](index=251&type=chunk) [Recent Developments (Nasdaq Notice)](index=67&type=section&id=Recent%20Developments) - The company received a Nasdaq notice on **October 9, 2023**, for **non-compliance** with the Minimum Total Holders Rule (**400 holders**)[252](index=252&type=chunk) - Despite a plan to regain compliance, Nasdaq issued another notice on **April 30, 2024**, for continued non-compliance, but the company was granted continued listing after an appeal on **August 5, 2024**[255](index=255&type=chunk) - On **October 7, 2024**, Nasdaq notified the company of **non-compliance** with IM 5101-2 for not completing a business combination within **36 months**, leading to **suspension of trading on October 14, 2024**[256](index=256&type=chunk) - The company withdrew its appeal on **December 10, 2024**, resulting in **delisting from Nasdaq on December 12, 2024**, and its securities began trading on the OTC Market[258](index=258&type=chunk) [Results of Operations](index=69&type=section&id=Results%20of%20Operations) Net Income (Loss) Summary (Amounts in USD) | Period | Net Income (Loss) | | :-------------------------------- | :---------------- | | Three months ended March 31, 2025 | $242,000 | | Three months ended March 31, 2024 | $(722,000) | - **Q1 2025 net income** was driven by a **$373,000 gain** from change in fair value of derivative warrant liability and **$150,000** in Trust Account income, partially offset by **$281,000** in operating expenses[261](index=261&type=chunk) - **Q1 2024 net loss** was primarily due to **$881,000** in operating expenses and a **$187,000 loss** from change in fair value of derivative warrant liability, partially offset by **$346,000** in Trust Account income[262](index=262&type=chunk) [Factors That May Adversely Affect Our Results of Operations](index=69&type=section&id=Factors%20That%20May%20Adversely%20Affect%20Our%20Results%20of%20Operations) - Economic uncertainty, market volatility, and geopolitical instability (e.g., Ukraine, Middle East conflicts) may **adversely affect operations** and the ability to complete a business combination[263](index=263&type=chunk) [Liquidity, Capital Resources and Going Concern](index=69&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) - As of **March 31, 2025**, the company had approximately **$3,700** in cash outside the Trust Account and a working capital deficit of approximately **$6.9 million**[265](index=265&type=chunk) Cash Flow Summary (Amounts in USD) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(240,000) | $(308,000) | | Net cash used in investing activities | $(145,000) | $(150,000) | | Net cash provided by financing activities | $386,000 | $441,000 | - The company had approximately **$19 million** in the Trust Account as of **March 31, 2025**, intended for the initial business combination[268](index=268&type=chunk) - Management has determined that the liquidity condition and mandatory liquidation deadline (**October 12, 2025**) raise **substantial doubt** about the company's ability to continue as a **going concern**[271](index=271&type=chunk)[272](index=272&type=chunk) [Contractual Obligations](index=71&type=section&id=Contractual%20Obligations) - Holders of Founder Shares, Private Placement Warrants, and working capital loan warrants are entitled to registration rights[274](index=274&type=chunk) - Deferred underwriting commissions of **$12,100,000** are payable upon completion of a business combination, subject to reduction agreements[276](index=276&type=chunk)[277](index=277&type=chunk)[278](index=278&type=chunk) - The administrative support agreement with the Sponsor for **$10,000 per month** was **waived** for the three months ended **March 31, 2025 and 2024**[279](index=279&type=chunk) [Off-Balance Sheet Arrangements](index=73&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of **March 31, 2025**, the company did not have any **off-balance sheet arrangements**[280](index=280&type=chunk) [Critical Accounting Estimates](index=73&type=section&id=Critical%20Accounting%20Estimates) - Class A ordinary shares subject to possible redemption are classified outside of permanent equity and adjusted to redemption value[282](index=282&type=chunk)[283](index=283&type=chunk) - Derivative financial instruments, including Public and Private Placement Warrants, are recorded as derivative liabilities at fair value and re-valued at each reporting date[285](index=285&type=chunk)[286](index=286&type=chunk) - Convertible instruments with conversion options in promissory notes are bifurcated and accounted for as freestanding derivative financial instruments[287](index=287&type=chunk) [Recent Accounting Pronouncements](index=74&type=section&id=Recent%20Accounting%20Pronouncements) - ASU 2023-07 (Segment Reporting) was adopted retrospectively in fiscal year **2024** with **no material impact**[288](index=288&type=chunk) - ASU 2023-09 (Income Taxes) is effective for fiscal years beginning after **December 15, 2024**, with **no material impact expected**[289](index=289&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk%2E) As a smaller reporting company, IX Acquisition Corp. is not required to provide detailed quantitative and qualitative disclosures about market risk in this report - The company is a smaller reporting company and is **not required** to provide quantitative and qualitative disclosures about market risk[291](index=291&type=chunk) [Item 4. Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures%2E) Management, including the Certifying Officers, evaluated the effectiveness of the company's disclosure controls and procedures, concluding they were effective as of March 31, 2025. No material changes to internal control over financial reporting occurred during the quarter - Disclosure controls and procedures were evaluated and deemed **effective** as of **March 31, 2025**[293](index=293&type=chunk) - No material changes to internal control over financial reporting occurred during the quarterly period ended **March 31, 2025**[295](index=295&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=77&type=section&id=Item%201.%20Legal%20Proceedings%2E) As of the report date, there are no pending or contemplated legal proceedings against IX Acquisition Corp. or its officers and directors - No litigation is currently pending or contemplated against the company, any of its officers or directors in their capacity as such or against any of its property[298](index=298&type=chunk) [Item 1A. Risk Factors](index=77&type=section&id=Item%201A.%20Risk%20Factors%2E) This section highlights key risks, including substantial doubt about the company's ability to continue as a going concern, potential reduction in Trust Account interest due to investment liquidation, the risk of being deemed an investment company, and the impact of military conflicts and new SEC SPAC rules on business combination efforts - **Substantial doubt exists** about the company's ability to continue as a 'going concern' due to potential financing needs and the deadline for completing an initial Business Combination[300](index=300&type=chunk) - The liquidation of Trust Account investments to an interest-bearing demand deposit account on **November 13, 2023**, may result in **less interest earned**, reducing potential redemption amounts for Public Shareholders[301](index=301&type=chunk)[302](index=302&type=chunk)[307](index=307&type=chunk) - There is a risk that the company could be deemed an **unregistered investment company**, potentially forcing liquidation and preventing the Business Combination[303](index=303&type=chunk)[306](index=306&type=chunk) - Military or other conflicts (e.g., Ukraine, Middle East) may **increase market volatility** and affect target companies, making it more difficult to consummate a Business Combination[304](index=304&type=chunk) - New SEC SPAC Rules (effective **July 1, 2024**) and guidance may **increase costs and time** needed to complete a business combination, potentially leading to earlier liquidation[308](index=308&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=80&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities%2E) There were no unregistered sales of equity securities or issuer purchases. The use of proceeds from the IPO and private placement remains consistent with the registration statement, though Trust Account investments were liquidated to an interest-bearing demand deposit account - **No unregistered sales** of equity securities occurred[309](index=309&type=chunk) - There has been **no material change** in the planned use of proceeds from the Initial Public Offering and Private Placement[310](index=310&type=chunk) - On **November 13, 2023**, Trust Account investments were liquidated and funds are now held in an interest-bearing demand deposit account[311](index=311&type=chunk) - **No purchases** of equity securities were made by the issuer and affiliated purchasers[312](index=312&type=chunk) [Item 3. Defaults Upon Senior Securities](index=80&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities%2E) There were no defaults upon senior securities - **No defaults** upon senior securities were reported[313](index=313&type=chunk) [Item 4. Mine Safety Disclosures](index=80&type=section&id=Item%204.%20Mine%20Safety%20Disclosures%2E) This item is not applicable to the company - Mine safety disclosures are **not applicable** to the company[314](index=314&type=chunk) [Item 5. Other Information](index=80&type=section&id=Item%205.%20Other%20Information%2E) No other information is reported under this item - **No other information** was reported under this item[315](index=315&type=chunk) [Item 6. Exhibits](index=81&type=section&id=Item%206.%20Exhibits%2E) This section lists the exhibits filed as part of, or incorporated by reference into, the report, including various certifications and XBRL documents Key Exhibits Filed | No. | Description of Exhibit | | :--- | :--- | | 10.1 | Amended and Restated Promissory Note, dated September 8, 2023, issued to IX Acquisition Sponsor LLC | | 31.1 | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934 | | 31.2 | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934 | | 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350 | | 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File | [SIGNATURES](index=82&type=section&id=SIGNATURES) The report is duly signed on behalf of IX Acquisition Corp. by Noah Aptekar, serving as Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer - The report was signed by **Noah Aptekar**, Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, on **June 26, 2025**[320](index=320&type=chunk)[321](index=321&type=chunk)

Financing Activities - The Company completed its Initial Public Offering on October 12, 2021, raising total gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit[82]. - The Company generated gross proceeds of $7.15 million from the sale of 7.15 million Private Placement Warrants at $1.00 per Warrant[83]. - The Company and AERKOMM entered into a PIPE Investment for an aggregate cash amount of $35 million at $11.50 per share of AERKOMM's common stock[94]. - The Company has engaged Benchmark as a non-exclusive PIPE placement agent for a private placement of approximately $30 million[99]. - The Company aims to secure a minimum PIPE Investment Amount of at least $45 million, excluding amounts from SAFE Agreements[95]. - The Company has made provisions for the sponsor to deposit up to $160,000 into the Trust Account for extensions of the combination period[107]. Shareholder Actions - The Company held an extraordinary meeting on April 10, 2023, where shareholders approved the Extension Proposal, resulting in the redemption of approximately 18.34 million Class A ordinary shares for about $189 million[106]. - A total of 1,817,650 public shares were redeemed at approximately $11.00 per share, resulting in an aggregate redemption amount of approximately $19.99 million[118]. - The holders of 1,235,698 public shares redeemed shares at approximately $11.58 per share, totaling approximately $14.30 million[121]. Financial Performance - For the year ended December 31, 2024, the company reported a net loss of approximately $2.3 million, with $1.2 million in income from investments held in the Trust Account and $2.7 million in operating and formation expenses[143]. - For the year ended December 31, 2023, the company achieved a net income of approximately $4.0 million, driven by $4.7 million in income from investments held in the Trust Account[144]. - As of December 31, 2024, the company had approximately $3,500 in cash held outside of the Trust Account and a working capital deficit of approximately $6.4 million[147]. - As of December 31, 2024, the company held approximately $19 million in cash within the Trust Account, intended for completing the initial business combination[151]. - The company incurred net cash used in operating activities of approximately $1.4 million for the year ended December 31, 2024[148]. Business Combination and Compliance - The Company entered into a Merger Agreement with AERKOMM on March 29, 2024, with subsequent amendments made to the agreement[86][88]. - The Company extended the Deadline Date for business combination from January 12, 2024, to February 12, 2024, with a monthly extension policy confirmed by the board[117]. - The Company extended the Combination Period to November 12, 2023, with a similar $160,000 deposit for the seventh extension[114]. - The Company approved the Second Extension Amendment allowing monthly extensions up to ten times until October 12, 2024, with a monthly contribution of $50,000 required[116]. - The company had until October 12, 2025, to consummate a business combination, with uncertainty regarding the ability to do so[152]. - The company received a notice from Nasdaq on October 7, 2024, regarding non-compliance with initial business combination requirements, leading to a request for a hearing[139]. - The company successfully requested a hearing before the Nasdaq Hearings Panel, which was held on December 10, 2024, following a previous delisting notice[141]. Going Concern and Regulatory Matters - The company plans to address liquidity concerns through the initial business combination, but there is no assurance of success within the Combination Period[154]. - The company has incurred significant costs in pursuit of acquisition plans, raising doubts about its ability to continue as a going concern if a business combination is not completed[153]. - The Company adopted ASU 2023-07 on December 31, 2024, which requires annual and interim disclosures of significant segment expenses and other segment items, but it had no material impact on the financial statements[169]. - ASU 2023-09, effective after December 15, 2024, will require expanded disclosures of income taxes paid, but management does not expect it to materially affect the financial statements[170]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[172]. Trust Account and Extensions - After redemptions, the balance in the Trust Account was approximately $48 million[106]. - The sponsor deposited $160,000 into the Trust Account for each of the extensions from April to November 2023, totaling $1.28 million[125]. - The outstanding principal under the Third Amended and Restated Extension Promissory Note was $3,856,641 as of December 31, 2024[133]. - The Company issued the Third Amended and Restated Extension Promissory Note with a principal amount of up to $4.5 million to the sponsor[131]. - Following the founder conversion, the Company had 8,665,842 Class A ordinary shares and 1,747,879 Class B ordinary shares outstanding[134].

Financial Performance - As of September 30, 2024, the Company reported a net loss of approximately $2.3 million, primarily due to $2.2 million in operating and formation expenses and a $1.1 million loss from changes in fair value of derivative warrant liability, partially offset by $1 million in income from cash held in the Trust Account [217]. - For the three months ended September 30, 2024, the Company had a net loss of approximately $281,000, consisting of $631,000 in operating and formation expenses, offset by $350,000 in income from cash held in the Trust Account [216]. - For the nine months ended September 30, 2023, the Company reported a net income of approximately $3.6 million, driven by $4.1 million in income from investments held in the Trust Account [219]. - The Company had net cash used in operating activities of approximately $1.2 million for the nine months ended September 30, 2024 [224]. - The Company experienced a working capital deficit of approximately $5.8 million as of September 30, 2024 [223]. Business Combination and Extensions - The company entered into a Merger Agreement on March 29, 2024, to acquire AERKOMM Inc., with plans to migrate to Delaware [170]. - The Company extended the business combination deadline from January 12, 2024, to February 12, 2024, with a $50,000 deposit into the Trust Account for this extension [196]. - The Second Extension Amendment was approved, allowing the Company to extend the business combination deadline monthly up to ten times until October 12, 2024, with a monthly contribution of $50,000 [194]. - The Company plans to continue extending the Deadline Date monthly, with deposits of the lesser of $50,000 or $0.03 per outstanding share for each extension [200]. - The Company held an extraordinary general meeting on October 9, 2024, where the Third Extension Amendment was approved, allowing for monthly extensions up to twelve times until October 12, 2025 [199]. Shareholder Actions - Shareholders redeemed 18,336,279 Class A ordinary shares for approximately $189 million, leaving a balance of about $48 million in the Trust Account [184]. - A total of 1,817,650 public shares were redeemed at approximately $11.00 per share, resulting in an aggregate redemption amount of approximately $19.99 million [195]. - 1,235,698 shares were tendered for redemption at approximately $11.58 per share, totaling approximately $14.3 million during the October 9, 2024 meeting [207]. Compliance and Listing - The Company received a Total Shareholders Notice from Nasdaq for not meeting the Minimum Total Holders Rule, with a deadline to regain compliance by April 6, 2024 [209]. - The Company successfully appealed a Total Shareholders Notice from Nasdaq and was granted continued listing on the Nasdaq Global Market on August 5, 2024 [212]. - Trading in the Company's securities was suspended on October 14, 2024, due to non-compliance with Nasdaq listing requirements, with a hearing scheduled for December 10, 2024 [213]. - The Company submitted its initial listing application for a change of control combination on the Nasdaq Global Market on October 7, 2024 [214]. Investments and Funding - The company generated an additional $7.15 million from the sale of 7.15 million Private Placement Warrants at $1.00 each [168]. - A PIPE Investment of $35 million was secured at $11.50 per share, with AERKOMM aiming for a total PIPE Investment of at least $65 million [173][174]. - The company has received $2.6 million in SAFE Investments as of August 12, 2024, with plans for further investments totaling at least $15 million [177]. - The Sponsor deposited $160,000 into the Trust Account for each of the first six extensions from April to September 2023 [202]. - The outstanding principal under the Fourth Amended and Restated Extension Promissory Note was $3,548,268 as of September 30, 2024 [205]. Management and Internal Controls - Management does not believe there are any material recently issued accounting standards that would have a material effect on the financial statements [244]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [245]. - There have been no changes to internal control over financial reporting during the quarterly period ended September 30, 2024, that materially affected internal controls [250]. - The management team is not aware of any pending or contemplated litigation against the company or its officers [252].

Financial Proceeds - The company raised total gross proceeds of $230 million from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit [157]. - The company generated gross proceeds of $7.15 million from the sale of 7,150,000 Private Placement Warrants at $1.00 per warrant [158]. - The underwriters fully exercised their overallotment option, generating additional gross proceeds of $30 million from the sale of 3,000,000 additional Units at an offering price of $10.00 per Unit [211]. - The company has placed $231.15 million from the IPO and Private Placement in a Trust Account, initially invested in Treasury obligations [159]. Business Combination and Extensions - The company has extended the Combination Period multiple times, with the latest extension moving the deadline to December 12, 2023 [180]. - The board approved the Second Extension Amendment, allowing the company to extend the business combination deadline up to ten times until October 12, 2024, with a monthly contribution of $50,000 from the sponsor [181]. - The company has until October 12, 2024, to complete a business combination, or it will face mandatory liquidation [207]. - The company entered into a Merger Agreement to acquire AERKOMM Inc., with a PIPE Investment of $35 million at $11.50 per share [161]. - AERKOMM aims to secure a minimum PIPE Investment Amount of at least $45 million, excluding amounts from SAFE Agreements [162]. Shareholder Activity - During the 2023 extraordinary meeting, holders of 18,336,279 Class A ordinary shares redeemed their shares for approximately $189 million, leaving about $48 million in the Trust Account [171]. - Holders of 1,817,650 public shares redeemed shares for approximately $19.99 million at a redemption price of about $11.00 per share [182]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of approximately $1.3 million, including $730,000 in operating expenses and a loss of $932,000 from changes in fair value of warrant liability [195]. - For the six months ended June 30, 2024, the net loss was approximately $2.0 million, with $1.6 million in operating expenses and $1.1 million from changes in fair value of derivative warrant liability [196]. - For the six months ended June 30, 2023, the company reported a net income of approximately $3.1 million, driven by $3.5 million in income from investments held in the Trust Account [198]. Cash and Working Capital - As of June 30, 2024, the company had approximately $8,000 in cash outside the Trust Account and a working capital deficit of approximately $5.0 million [203]. - As of June 30, 2024, the company had approximately $32.4 million in cash held in the Trust Account, intended for the initial business combination [206]. Compliance and Regulatory Matters - The company received a Total Shareholders Notice from Nasdaq for not meeting the Minimum Total Holders Rule, with a compliance deadline of April 6, 2024 [192]. - The company successfully appealed to Nasdaq for continued listing after failing to regain compliance with the Minimum Total Holders Rule [193]. Going Concern and Future Plans - There is substantial doubt about the company's ability to continue as a going concern if a business combination does not occur within one year from the issuance of the financial statements [208]. - The company plans to address uncertainties through the initial business combination, but there is no assurance of success within the Combination Period [209]. Agreements and Accounting - The Sponsor Support Agreement ensures the sponsor will vote in favor of the Merger Agreement and against any alternative proposals [166]. - The Registration Rights Agreement will allow for the resale of certain shares and warrants held by the Holders, terminating after five years or when no Registrable Securities are held [169]. - The company agreed to a fee reduction, forfeiting 66.94% of the deferred underwriting commissions, resulting in a total reduction of $8.1 million [214]. - The company has no off-balance sheet arrangements as of June 30, 2024 [216]. - All 23,000,000 Class A ordinary shares sold in the Initial Public Offering contain a redemption feature, classified outside of permanent equity [218]. - The company evaluates its financial instruments to determine if they are derivatives, with changes in fair value reported in the statements of operations [220]. - Recent accounting pronouncements, such as ASU 2023-09, are not expected to have a material impact on the company's financial statements [223].

IPO and Financial Proceeds - The company completed its Initial Public Offering on October 12, 2021, raising total gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[149]. - The company placed $231.15 million from the IPO and private placement proceeds into a Trust Account, initially invested in Treasury obligations[151]. - Underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $30,000,000[194]. - The total cash underwriting discount paid to underwriters upon the closing of the Initial Public Offering was $4,000,000, with an additional deferred underwriting commission of $12,100,000[195]. - Under the Fee Reduction Agreement, underwriters agreed to forfeit 66.94% of the deferred underwriting commissions, resulting in a total reduction of $8,100,000[196]. Business Combination and Mergers - A merger agreement was signed on March 29, 2024, for the acquisition of AERKOMM Inc., with plans to migrate to a Delaware corporation[152]. - The company secured a PIPE investment of $35 million at $11.50 per share concurrently with the merger agreement[153]. - AERKOMM aims to achieve a minimum PIPE investment of $45 million, excluding amounts from SAFE agreements[154]. - The company has not yet selected a business combination target but is in discussions with potential candidates[148]. - The board approved the Second Extension Amendment, allowing the company to extend the business combination deadline up to ten times until October 12, 2024[177]. - If a business combination is not consummated by October 12, 2024, a mandatory liquidation will occur[190]. Financial Performance and Position - The company had a net loss of approximately $722,000 for the three months ended March 31, 2024, with operating expenses of about $881,000[182]. - As of March 31, 2024, the company had approximately $32 million in cash held in the Trust Account, intended for the initial business combination[189]. - The outstanding principal under the Amended and Restated Extension Promissory Note was $2,330,768 as of March 31, 2024[178]. - The company incurred a net cash used in operating activities of approximately $308,000 for the three months ended March 31, 2024[187]. - The company had a working capital deficit of approximately $4.1 million as of March 31, 2024[186]. Shareholder Actions and Trust Account - Shareholders redeemed approximately 18.34 million Class A ordinary shares for about $189 million, leaving approximately $48 million in the Trust Account[161]. - Holders of 1,817,650 public shares redeemed shares for approximately $19.99 million at a redemption price of about $11.00 per share[171]. - The sponsor agreed to deposit $160,000 into the Trust Account for each month of extension, totaling $1.12 million over seven extensions[162][168][169]. - The company plans to continue monthly extensions, with the sponsor depositing $50,000 into the Trust Account for each extension[173]. Compliance and Regulatory Matters - The company received a notice from Nasdaq regarding non-compliance with listing rules, requiring a plan for regaining compliance by April 6, 2024[180]. - There have been no changes to internal control over financial reporting that materially affected the company during the quarterly period ended March 31, 2024[211]. - Management does not believe there are any material recently issued accounting standards that would have a material effect on the financial statements[206]. - There is no litigation currently pending or contemplated against the company or its officers[213]. Accounting and Reporting - All 23,000,000 Class A ordinary shares sold in the Initial Public Offering contain a redemption feature, classified outside of permanent equity[200]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period[201]. - The company entered into an agreement with IX Acquisition Services LLC to pay up to $10,000 per month for administrative services, which has been waived for the year ended December 31, 2023[197].

IPO and Fundraising - The company raised a total of $230 million from its Initial Public Offering (IPO) by issuing 23,000,000 Units at $10.00 per Unit[70] - The company generated gross proceeds of $7.15 million from the sale of 7,150,000 Private Placement Warrants at $1.00 per warrant[71] - Following the IPO, approximately $231.15 million was placed in a Trust Account, initially invested in Treasury obligations[72] Shareholder Redemptions - Shareholders redeemed 18,336,279 Class A ordinary shares for approximately $189 million at a redemption price of $10.31 per share[76] - The holders of 1,817,650 public shares redeemed their shares for approximately $19.99 million at a redemption price of $11.00 per share[87] Combination Period and Extensions - The company has extended its Combination Period multiple times, with the latest extension moving the deadline to December 12, 2023[85] - The sponsor has committed to deposit $160,000 into the Trust Account for each monthly extension of the Combination Period[90] - The company has the right to extend the Deadline Date up to 18 times for an additional month each time, potentially until October 12, 2024[88] - The company plans to continue extending the Deadline Date on a monthly basis, with the sponsor expected to deposit $50,000 for each extension[89] - The company approved a Second Extension Amendment Proposal to extend the date for consummating a Business Combination until October 12, 2024[94] Financial Performance - For the year ended December 31, 2023, the company reported a net income of approximately $4.0 million, which included $4.7 million in income from investments held in the Trust Account[99] - The company incurred operating and formation expenses of approximately $1.0 million for the year ended December 31, 2023[99] - As of December 31, 2023, the company had a working capital deficit of approximately $3.1 million[104] - The company had net cash used in operating activities of approximately $605,000 for the year ended December 31, 2023[105] Liquidity and Compliance - The company plans to address liquidity concerns through the initial business combination, with a deadline of October 12, 2024, for consummating a business combination[108] - The company received a Total Shareholders Notice from Nasdaq on October 9, 2023, indicating non-compliance with the requirement of at least 400 total holders[97] - The company provided a plan to Nasdaq on November 24, 2023, to regain compliance with the listing rule, with a compliance deadline of April 6, 2024[97] Accounting and Reporting - As of December 31, 2023, the outstanding principal under the Amended and Restated Extension Promissory Note was $1,889,768[95] - The Company accounts for its promissory notes with conversion options according to ASC 815, requiring bifurcation of conversion options from host instruments[122] - Management does not anticipate any material impact from recently issued accounting standards on financial statements[123] - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[124]

Financial Performance - The company had net income of approximately $477,000 for the three months ended September 30, 2023, consisting of $646,000 in income from investments held in the Trust Account, offset by $169,000 in operating and formation expenses[140]. - For the nine months ended September 30, 2023, the company reported net income of approximately $3.6 million, which included $4.1 million in income from investments held in the Trust Account and a gain of $337,000 from the forfeiture of deferred underwriting fees[142]. - The company incurred net cash used in operating activities of approximately $455,000 for the nine months ended September 30, 2023[147]. Cash and Investments - As of September 30, 2023, the company had approximately $50.0 million in cash held in the Trust Account, intended for the completion of its initial Business Combination[149]. - The underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $30,000,000[154]. Shareholder Actions - On April 10, 2023, shareholders approved the Extension Proposal, resulting in the redemption of approximately 18,336,279 Class A ordinary shares for an aggregate amount of approximately $189 million[131]. - The company received a Total Shareholders Notice from Nasdaq on October 9, 2023, indicating non-compliance with the requirement of maintaining at least 400 total holders for continued listing[136]. Business Combination and Liquidity - The company extended its Combination Period to November 12, 2023, and subsequently to December 12, 2023, with contributions of $160,000 made by the Sponsor under the Extension Promissory Note[137][138]. - The company has until April 12, 2024, to consummate a Business Combination, failing which it will face mandatory liquidation[150]. - The company plans to address liquidity uncertainty through the initial Business Combination, but there is no assurance of success within the Combination Period[152]. Liabilities and Financial Position - The company had a working capital deficit of approximately $2.4 million as of September 30, 2023[146]. - As of September 30, 2023, the outstanding principal under the Extension Promissory Note was $1,354,768[134]. - The company has raised substantial doubt about its ability to continue as a going concern for a period of time within one year after the date of the unaudited condensed financial statements[151]. Accounting and Compliance - Management does not believe there are any material recently issued accounting standards that would have a material effect on the unaudited condensed financial statements[167]. - As of September 30, 2023, the company did not have any off-balance sheet arrangements[158]. - Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets[164]. - The company has not considered the effect of the exercise of the Public Warrants and Private Placement Warrants to purchase an aggregate of 18,650,000 shares in the calculation of diluted income per share[163]. Expenses - The company incurred expenses of approximately $0 and $30,000 for administrative support services during the three months ended September 30, 2023 and 2022, respectively[157]. - The underwriters agreed to forfeit 66.94% of the aggregate deferred underwriting commissions of $12,100,000, resulting in a total reduction of $8,100,000[156].

Financial Performance - For the six months ended June 30, 2023, the company reported a net income of approximately $3.1 million, driven by $3.5 million in income from investments held in the Trust Account [132]. - For the three months ended June 30, 2023, the company reported a net income of approximately $1.7 million, including a gain of approximately $1.4 million from investments held in the Trust Account [131]. - Net income per ordinary share is calculated by dividing net income by the weighted-average number of ordinary shares outstanding, excluding the effect of 18,650,000 warrants in the diluted income per share calculation [145]. Initial Public Offering - The company raised total gross proceeds of $230 million from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, including an over-allotment option [118]. - The underwriters of the Initial Public Offering were paid a cash underwriting discount of $4 million upon closing [138]. - The company entered into a Fee Reduction Agreement, reducing the deferred underwriting commissions by approximately $8.1 million, contingent on the valuation of the Business Combination target [139]. Business Combination - The company has until April 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation [126]. - The company has incurred significant costs in pursuit of acquisition plans and has raised substantial doubt about its ability to continue as a going concern if a Business Combination is not completed [127]. - The company has not selected any Business Combination target and has not initiated substantive discussions with any potential targets [117]. Cash and Trust Account - As of June 30, 2023, the company had approximately $49 million in cash held in the Trust Account, intended for the initial Business Combination [125]. - Holders of 18,336,279 Class A ordinary shares redeemed their shares for cash at approximately $10.30 per share, totaling an aggregate redemption amount of approximately $189 million, leaving approximately $48 million in the Trust Account [153]. Shareholder Actions - As of April 10, 2023, shareholders approved the Extension Proposal, Redemption Limitation Amendment Proposal, and Founder Share Amendment Proposal during the 2023 Extraordinary Meeting [151]. - Following the Founder Conversion on May 9, 2023, the company had 8,665,842 Class A ordinary shares and 1,747,879 Class B ordinary shares issued and outstanding [157]. Financial Instruments and Reporting - The company evaluated its financial instruments and classified derivative warrant liabilities as non-current liabilities [146]. - There have been no changes to internal control over financial reporting that materially affected the company during the quarterly period ended June 30, 2023 [164]. - Management does not anticipate any material effect from recently issued accounting standards on the unaudited condensed financial statements [150]. Other Financial Activities - The company incurred operating and formation expenses of approximately $503,000 for the six months ended June 30, 2023 [132]. - The Sponsor advanced $160,000 for the first Contribution on April 13, 2023, and continued to deposit $160,000 for subsequent extensions, totaling five extensions by August 11, 2023 [156]. - The company issued the Extension Promissory Note with a principal amount of up to $1 million, which may be converted into warrants at a price of $1.00 per warrant [155]. Legal Matters - There is no pending or contemplated litigation against the company or its officers and directors [166].