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IX Acquisition (IXAQ) - 2024 Q1 - Quarterly Report
IXAQIX Acquisition (IXAQ)2024-05-22 21:14

IPO and Fundraising - 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[144]. - The company generated an additional 7.15millionfromthesaleof7.15millionPrivatePlacementWarrantsat7.15 million from the sale of 7.15 million Private Placement Warrants at 1.00 per warrant[145]. - As of the closing of the Initial Public Offering, approximately 231.15millionwasplacedintheTrustAccount,whichwasinitiallyinvestedinTreasuryobligations[146].−Underwritersfullyexercisedtheover−allotmentoptiontopurchaseanadditional3,000,000Unitsatanofferingpriceof231.15 million was placed in the Trust Account, which was initially invested in Treasury obligations[146]. - 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[188].−Thetotaldeferredunderwritingcommissionswereinitiallysetat30,000,000[188]. - The total deferred underwriting commissions were initially set at 12,100,000, with a reduction of 8,100,000agreeduponintheFeeReductionAgreement,resultinginanewtotalof8,100,000 agreed upon in the Fee Reduction Agreement, resulting in a new total of 4,000,000[190]. Business Combination and Acquisitions - A Merger Agreement was entered into on March 29, 2024, for the acquisition of AERKOMM Inc., with plans to migrate to a Delaware corporation[147]. - The company secured a PIPE Investment of 35millionat35 million at 11.50 per share, with AERKOMM aiming for a minimum PIPE Investment of 45million[148][149].−AERKOMMwillalsopursueaSAFEInvestmentofatleast45 million[148][149]. - AERKOMM will also pursue a SAFE Investment of at least 15 million, with specific milestones for securing the funds[150]. - The company has until October 12, 2024, to consummate a business combination, or it will face mandatory liquidation[184]. - The company plans to address liquidity concerns through the initial business combination, but there is no assurance of success within the Combination Period[186]. Shareholder Activity - Shareholders redeemed approximately 18.34 million Class A ordinary shares for a total of about 189million,leavingapproximately189 million, leaving approximately 48 million in the Trust Account[156]. - Holders of 1,817,650 public shares redeemed shares for approximately 19.99millionataredemptionpriceofabout19.99 million at a redemption price of about 11.00 per share[166]. Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of approximately 722,000,withoperatingexpensesofabout722,000, with operating expenses of about 881,000[176]. - As of March 31, 2024, the company had approximately 32millionincashheldintheTrustAccount,intendedfortheinitialbusinesscombination[183].−Thecompanyincurredanetcashusedinoperatingactivitiesofapproximately32 million in cash held in the Trust Account, intended for the initial business combination[183]. - The company incurred a net cash used in operating activities of approximately 308,000 for the three months ended March 31, 2024[181]. - As of March 31, 2024, the outstanding principal under the Amended and Restated Extension Promissory Note was 2,330,768[172].ComplianceandRegulatoryMatters−ThecompanyreceivedanoticefromNasdaqregardingnon−compliancewithlistingrequirements,withaplansubmittedtoregaincompliancebyApril6,2024[174].−TherehavebeennochangestointernalcontroloverfinancialreportingduringthequarterlyperiodendedMarch31,2024,thatmateriallyaffectedinternalcontrols[206].TrustAccountandExtensions−Thesponsoragreedtodeposit2,330,768[172]. Compliance and Regulatory Matters - The company received a notice from Nasdaq regarding non-compliance with listing requirements, with a plan submitted to regain compliance by April 6, 2024[174]. - There have been no changes to internal control over financial reporting during the quarterly period ended March 31, 2024, that materially affected internal controls[206]. Trust Account and Extensions - The sponsor agreed to deposit 160,000 into the Trust Account for each month of extension, with multiple extensions granted through December 12, 2023[157][164]. - The board approved the Second Extension Amendment, allowing the company to extend the business combination deadline up to ten times until October 12, 2024[165]. - The sponsor will continue to deposit $50,000 into the Trust Account for each monthly extension[168]. Accounting and Financial Reporting - The company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements and disclosures[199]. - The company evaluates its financial instruments to determine if they are derivatives, with changes in fair value reported in the statements of operations[196]. - Management does not believe there are any material recently issued accounting standards that would have a material effect on the financial statements if adopted[200]. - All 23,000,000 Class A ordinary shares sold in the Initial Public Offering contain a redemption feature, classified outside of permanent equity due to SEC guidance[194]. - 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[195].