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IX Acquisition Corp.(IXAQU) - 2024 Q4 - Annual Report
IXAQUIX Acquisition Corp.(IXAQU)2025-04-03 21:14

Financing Activities - The Company completed its Initial Public Offering on October 12, 2021, raising total gross proceeds of 230millionfromthesaleof23millionUnitsat230 million from the sale of 23 million Units at 10.00 per Unit[82]. - The Company generated gross proceeds of 7.15millionfromthesaleof7.15millionPrivatePlacementWarrantsat7.15 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 35millionat35 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 30million[99].−TheCompanyaimstosecureaminimumPIPEInvestmentAmountofatleast30 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 160,000intotheTrustAccountforextensionsofthecombinationperiod[107].ShareholderActions−TheCompanyheldanextraordinarymeetingonApril10,2023,whereshareholdersapprovedtheExtensionProposal,resultingintheredemptionofapproximately18.34millionClassAordinarysharesforabout160,000 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 11.00pershare,resultinginanaggregateredemptionamountofapproximately11.00 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 11.58pershare,totalingapproximately11.58 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 2.3million,with2.3 million, with 1.2 million in income from investments held in the Trust Account and 2.7millioninoperatingandformationexpenses[143].−FortheyearendedDecember31,2023,thecompanyachievedanetincomeofapproximately2.7 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 4.7millioninincomefrominvestmentsheldintheTrustAccount[144].−AsofDecember31,2024,thecompanyhadapproximately4.7 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 6.4million[147].−AsofDecember31,2024,thecompanyheldapproximately6.4 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 1.4millionfortheyearendedDecember31,2024[148].BusinessCombinationandCompliance−TheCompanyenteredintoaMergerAgreementwithAERKOMMonMarch29,2024,withsubsequentamendmentsmadetotheagreement[86][88].−TheCompanyextendedtheDeadlineDateforbusinesscombinationfromJanuary12,2024,toFebruary12,2024,withamonthlyextensionpolicyconfirmedbytheboard[117].−TheCompanyextendedtheCombinationPeriodtoNovember12,2023,withasimilar1.4 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 50,000required[116].−ThecompanyhaduntilOctober12,2025,toconsummateabusinesscombination,withuncertaintyregardingtheabilitytodoso[152].−ThecompanyreceivedanoticefromNasdaqonOctober7,2024,regardingnon−compliancewithinitialbusinesscombinationrequirements,leadingtoarequestforahearing[139].−ThecompanysuccessfullyrequestedahearingbeforetheNasdaqHearingsPanel,whichwasheldonDecember10,2024,followingapreviousdelistingnotice[141].GoingConcernandRegulatoryMatters−Thecompanyplanstoaddressliquidityconcernsthroughtheinitialbusinesscombination,butthereisnoassuranceofsuccesswithintheCombinationPeriod[154].−Thecompanyhasincurredsignificantcostsinpursuitofacquisitionplans,raisingdoubtsaboutitsabilitytocontinueasagoingconcernifabusinesscombinationisnotcompleted[153].−TheCompanyadoptedASU2023−07onDecember31,2024,whichrequiresannualandinterimdisclosuresofsignificantsegmentexpensesandothersegmentitems,butithadnomaterialimpactonthefinancialstatements[169].−ASU2023−09,effectiveafterDecember15,2024,willrequireexpandeddisclosuresofincometaxespaid,butmanagementdoesnotexpectittomateriallyaffectthefinancialstatements[170].−TheCompanyisclassifiedasasmallerreportingcompanyandisnotrequiredtoprovidecertainmarketriskdisclosures[172].TrustAccountandExtensions−Afterredemptions,thebalanceintheTrustAccountwasapproximately50,000 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 160,000intotheTrustAccountforeachoftheextensionsfromApriltoNovember2023,totaling160,000 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 3,856,641asofDecember31,2024[133].−TheCompanyissuedtheThirdAmendedandRestatedExtensionPromissoryNotewithaprincipalamountofupto3,856,641 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].