IX Acquisition Corp.(IXAQU) - 2024 Q1 - Quarterly Report

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$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].