IPO and Financing - 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[200]. - The company placed $231.15 million from the net proceeds of the IPO and private placement into a Trust Account, initially investing in Treasury obligations[202]. - A PIPE Investment of $35 million at $11.50 per share was agreed upon concurrently with the Merger Agreement, with efforts to secure a minimum of $45 million in total PIPE investments[211][213]. - The company has engaged Benchmark as a non-exclusive PIPE placement agent for a private placement of approximately $30 million[217]. - The sponsor agreed to deposit $160,000 into the Trust Account for each month of extension, with the first deposit made on April 13, 2023[224]. - A total of $160,000 was deposited into the Company's Trust Account for each extension, totaling $1.12 million across seven extensions[230][231][232][233]. - The sponsor agreed to contribute $48,311 per month to complete a business combination following the approval of the Third Extension Amendment Proposal[247]. Business Combination and Extensions - The company entered into a Merger Agreement with AERKOMM Inc. on March 29, 2024, with subsequent amendments made to the agreement[203][205]. - The company has the right to extend the Deadline Date for a business combination up to twelve times, with the latest extension moving the date to June 12, 2023[225]. - The Company extended the business combination deadline multiple times, with the latest extension moving the date from October 12, 2023, to November 12, 2023[230]. - The Company approved a Second Extension Amendment allowing for monthly extensions up to ten times until October 12, 2024, with a monthly contribution requirement of $50,000[233][245]. - The Company has until October 12, 2025, to consummate a business combination, or it will face mandatory liquidation[271]. Shareholder Activity - The company experienced a redemption of approximately $189 million from 18,336,279 Class A ordinary shares, leaving a balance of approximately $48 million in the Trust Account[223]. - Shareholders redeemed 1,817,650 public shares at approximately $11.00 per share, totaling about $19.99 million during the vote for the Second Extension Amendment[235]. Financial Performance - The Company reported a net income of approximately $242,000 for the three months ended March 31, 2025, compared to a net loss of approximately $722,000 for the same period in 2024[261][262]. - As of March 31, 2025, the Company had approximately $19 million in cash held in the Trust Account, intended for completing the initial business combination[268]. - The Company had a working capital deficit of approximately $6.9 million as of March 31, 2025[265]. - For the three months ended March 31, 2025, net cash used in operating activities was approximately $240,000, while for the same period in 2024, it was approximately $308,000[266][267]. - The Company incurred approximately $281,000 in operating and formation expenses for the three months ended March 31, 2025[261]. Compliance and Regulatory Issues - The Company received a Total Shareholders Notice from Nasdaq for not maintaining at least 400 total holders, with a compliance plan submitted by November 24, 2023[252]. - The deadline to demonstrate compliance with Nasdaq requirements is set for April 6, 2024[254]. - The Company has requested a hearing before the Nasdaq Hearings Panel regarding its compliance status, following a notice of potential delisting[256]. - The Company filed a Current Report on Form 8-K with the SEC regarding the Nasdaq compliance issue on October 12, 2023[253]. Accounting Standards and Reporting - The Company adopted ASU 2023-07 on December 31, 2024, which requires annual and interim disclosures of significant segment expenses and other segment items, with no material impact on financial statements[288]. - ASU 2023-09, effective after December 15, 2024, mandates expanded disclosures of income taxes paid, but management does not expect a material impact on financial statements[289]. - The Company does not believe there are any material recently issued accounting standards that would significantly affect its financial statements if adopted[290]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[291]. Additional Notes - The underwriters fully exercised their 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 million[275]. - The Company plans to use substantially all funds held in the Trust Account for the initial business combination and subsequent operations[268][270]. - The Company has incurred significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern[272]. - The outstanding principal under the Third Amended and Restated Extension Promissory Note was $4,242,575 as of March 31, 2025[250]. - The Company converted 4,002,121 Class B ordinary shares into Class A ordinary shares, resulting in 8,665,842 Class A shares outstanding[251].
IX Acquisition (IXAQ) - 2025 Q1 - Quarterly Report