IX Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Leadership Update, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On September 20, 2024, IX Acquisition Corp. (the “Company”) amended and restated the convertible promissory note, dated as of April 18, 2024, previously issued to IX Acquisition Sponsor LLC, the Company’s sponsor (the “Sponsor”), to increase the aggregate principal amount to up to $4,500,000 (as amended and restated, the “Note”). The Note was issued in connection with advances the Sponsor may make, in its discretion, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date of the liquidation of the Company.
At the election of the Sponsor, up to a maximum amount of $1,500,000 of the unpaid principal balance under the Notes may be converted into warrants of the Company (the “Conversion Warrants”) at the price of $1.00 per warrant. Such Conversion Warrants will have terms identical to the warrants issued to the Sponsor in a private placement that closed simultaneously with the Company’s initial public offering.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2024, the following directors and officers notified the board of directors (the “Board”) of the Company of their intention to resign as directors and/or officer of the Company, effective upon both of the Board’s acceptance of such resignations and the shareholders’ approval of the Company’s third extension of the deadline to consummate its business combination. The shareholders meeting is scheduled to be held on or before October 12, 2024, the 36-month anniversary of the Company’s initial public offering.
| Name | Position | |
| Guy Willner | Executive Chairman and Director | |
| Karen Bach | Chief Executive Officer and Director | |
| Teresa Barger | Independent Director, Member of Audit Committee and Compensation Committee | |
| Andrew Bartley | Independent Director, Chair of Audit Committee and Member of Compensation Committee |
The resignations were not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.
On September 23, 2024, the Board accepted such resignations. Upon the submission of Karen Bach’s resignation as the Chief Executive Officer, the Board appointed Noah Aptekar, the Company’s Chief Financial Officer, Chief Operations Officer and director, as the Company’s Chief Executive Officer, effective upon the effectiveness of resignation of Karen Bach. Upon the submission of Andrew Bartley’s resignation as an independent director, chair of audit committee and member of compensation committee, the Board appointed Eduardo Marini, an independent director, as the Company’s chair of audit committee and member of compensation committee, effective upon the effectiveness of resignation of Andrew Bartley.
Upon the effectiveness of the above mentioned resignations and appointment, the remaining officers and directors of the Company will be:
| Name | Position | |
| Noah Aptekar | Chief Executive Officer, Chief Financial Officer, Chief Operations Officer and Director | |
| Eduardo Marini | Independent Director, Chair of Audit Committee and Member of Compensation Committee | |
| Shannon Grewer | Independent Director, Member of Audit Committee and Chair of Compensation Committee |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Third Amended and Restated Convertible Promissory Note, dated September 20, 2024, issued to IX Acquisition Sponsor LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IX Acquisition Corp. | ||
| Dated: September 23, 2024 | By: | /s/ Noah Aptekar |
| Name: Noah Aptekar | ||
| Title: Chief Financial Officer | ||