Workflow
IX Acquisition Corp.(IXAQU) - 2024 Q3 - Quarterly Report
IXAQUIX Acquisition Corp.(IXAQU)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, 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 4.1millioninincomefrominvestmentsheldintheTrustAccount[219].−TheCompanyhadnetcashusedinoperatingactivitiesofapproximately4.1 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 5.8millionasofSeptember30,2024[223].BusinessCombinationandExtensions−ThecompanyenteredintoaMergerAgreementonMarch29,2024,toacquireAERKOMMInc.,withplanstomigratetoDelaware[170].−TheCompanyextendedthebusinesscombinationdeadlinefromJanuary12,2024,toFebruary12,2024,witha5.8 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].−TheCompanyplanstocontinueextendingtheDeadlineDatemonthly,withdepositsofthelesserof50,000 [194]. - The Company plans to continue extending the Deadline Date monthly, with deposits of the lesser of 50,000 or 0.03peroutstandingshareforeachextension[200].−TheCompanyheldanextraordinarygeneralmeetingonOctober9,2024,wheretheThirdExtensionAmendmentwasapproved,allowingformonthlyextensionsuptotwelvetimesuntilOctober12,2025[199].ShareholderActions−Shareholdersredeemed18,336,279ClassAordinarysharesforapproximately0.03 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 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 approximately 19.99million[195].−1,235,698sharesweretenderedforredemptionatapproximately19.99 million [195]. - 1,235,698 shares were tendered for redemption at approximately 11.58 per share, totaling approximately 14.3millionduringtheOctober9,2024meeting[207].ComplianceandListing−TheCompanyreceivedaTotalShareholdersNoticefromNasdaqfornotmeetingtheMinimumTotalHoldersRule,withadeadlinetoregaincompliancebyApril6,2024[209].−TheCompanysuccessfullyappealedaTotalShareholdersNoticefromNasdaqandwasgrantedcontinuedlistingontheNasdaqGlobalMarketonAugust5,2024[212].−TradingintheCompany′ssecuritieswassuspendedonOctober14,2024,duetonon−compliancewithNasdaqlistingrequirements,withahearingscheduledforDecember10,2024[213].−TheCompanysubmitteditsinitiallistingapplicationforachangeofcontrolcombinationontheNasdaqGlobalMarketonOctober7,2024[214].InvestmentsandFunding−Thecompanygeneratedanadditional14.3 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 1.00each[168].−APIPEInvestmentof1.00 each [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]. - The Sponsor deposited 160,000intotheTrustAccountforeachofthefirstsixextensionsfromApriltoSeptember2023[202].−TheoutstandingprincipalundertheFourthAmendedandRestatedExtensionPromissoryNotewas160,000 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].