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IX Acquisition (IXAQ) - 2024 Q3 - Quarterly Report
IXAQIX Acquisition (IXAQ)2024-11-13 22:14

Financial Performance - As of September 30, 2024, the Company reported a net loss of approximately 2.3million,primarilydueto2.3 million, primarily due to 2.2 million in operating and formation expenses and a 1.1millionlossfromchangesinfairvalueofderivativewarrantliability,partiallyoffsetby1.1 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,consistingof281,000, consisting of 631,000 in operating and formation expenses, partially offset by 350,000inincomefromcashheldintheTrustAccount[216].−FortheninemonthsendedSeptember30,2023,theCompanyreportedanetincomeofapproximately350,000 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 4.1millioninincomefrominvestmentsheldintheTrustAccountandagainofapproximately4.1 million in income from investments held in the Trust Account and a gain of approximately 337,000 from the forfeiture of deferred underwriting fees [219]. - The Company incurred net cash used in operating activities of approximately 1.2millionfortheninemonthsendedSeptember30,2024[224].−TheCompanyhasaworkingcapitaldeficitofapproximately1.2 million for the nine months ended September 30, 2024 [224]. - The Company has 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 has until October 12, 2025, to consummate a business combination, failing which it will face mandatory liquidation and dissolution [227]. - The Company has the right to extend the Deadline Date for consummating a business combination up to twelve times, with the latest extension to April 12, 2024 [187]. - The Company extended the deadline for consummating a business combination from January 12, 2024, to February 12, 2024 [196]. - The Company approved the Second Extension Amendment, allowing for monthly extensions up to ten times until October 12, 2024, with a monthly contribution of 50,000required[194].−TheCompanyplanstocontinueextendingtheDeadlineDatemonthly,withtheSponsorexpectedtodepositthelesserof50,000 required [194]. - The Company plans to continue extending the Deadline Date monthly, with the Sponsor expected to deposit the lesser of 50,000 or 0.03peroutstandingshareforeachextension[200].−TheCompanyheldanextraordinarygeneralmeetingonOctober9,2024,wheretheThirdExtensionAmendmentwasapproved,allowingformonthlyextensionsuptotwelvetimesuntilOctober12,2025[199].ShareholderActivity−Shareholdersredeemedapproximately18.34millionClassAordinarysharesforatotalofabout0.03 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 Activity - Shareholders redeemed approximately 18.34 million Class A ordinary shares for a total of about 189 million, leaving approximately 48millionintheTrustAccount[184].−Atotalof1,817,650publicshareswereredeemedatapproximately48 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 about 19.99million[195].−1,235,698sharesweretenderedforredemptionatapproximately19.99 million [195]. - 1,235,698 shares were tendered for redemption at approximately 11.58 per share, totaling about 14.3millionduringtheOctober9,2024meeting[207].InvestmentsandFinancing−Thecompanygeneratedanadditional14.3 million during the October 9, 2024 meeting [207]. Investments and Financing - The company generated an additional 7.15 million from the sale of 7.15 million Private Placement Warrants at 1.00perwarrant[168].−APIPEInvestmentof1.00 per warrant [168]. - A PIPE Investment of 35 million was secured at 11.50pershare,withAERKOMMaimingforatotalPIPEInvestmentofatleast11.50 per share, with AERKOMM aiming for a total PIPE Investment of at least 65 million [173][174]. - The company has received 2.6millioninSAFEInvestmentsasofAugust12,2024,withplansforfurtherinvestmentstotalingatleast2.6 million in SAFE Investments as of August 12, 2024, with plans for further investments totaling at least 15 million [177][176]. - The Sponsor agreed to deposit up to 160,000intotheTrustAccountforeachmonthofextension,withthefirstdepositmadeonApril13,2023[185].−TheSponsordeposited160,000 into the Trust Account for each month of extension, with the first deposit made on April 13, 2023 [185]. - The Sponsor deposited 160,000 into the Trust Account for each of the extensions from April to November 2023, totaling 1.28million[201].−ThecompanysignedaCapitalMarketsAdvisoryAgreementforaprivateplacementofapproximately1.28 million [201]. - The company signed a Capital Markets Advisory Agreement for a private placement of approximately 30 million, with Benchmark receiving a fee of 5% of gross proceeds [182]. Compliance and Regulatory Matters - The Company received a Total Shareholders Notice from Nasdaq for not meeting the Minimum Total Holders Rule, requiring a plan for compliance by November 24, 2023 [209]. - The Company was granted continued listing on the Nasdaq Global Market after a hearing on June 18, 2024, confirming compliance with the Minimum Total Holders Rule [212]. - Trading in the Company's securities was suspended on October 14, 2024, pending a hearing scheduled for December 10, 2024, due to non-compliance with Nasdaq listing requirements [213]. Internal Controls and Accounting - Disclosure controls and procedures were evaluated and deemed effective by the Certifying Officers as of the end of the reporting period [248]. - There have been no changes to internal control over financial reporting that materially affected the company during the quarterly period ended September 30, 2024 [250]. - No material recently issued accounting standards are expected to have a significant 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]. Legal Matters - There is no pending or contemplated litigation against the company or its officers and directors [252].