UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________to_________

Commission File Number 001-40878

IX ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1586922

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

Arch 124

53 Davies Street
London, W1K 5JH

United Kingdom

Telephone: +44 (0) (203) 983-0450

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue

Newark, Delaware 19711

Telephone: (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	IXAQU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	IXAQA	The Nasdaq Stock Market LLC
Warrants, each exercisable to purchase one Class A ordinary share for $11.50 per share	IXAQUW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 11, 2022, there were 23,000,000 shares of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 5,750,000 shares of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Table of Contents

IX ACQUISITION CORP.

TABLE OF CONTENTS


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the Three Months Ended June 30, 2022 and June 30, 2021, for the Six Months Ended June 30, 2022 and the period from March 1, 2021 (inception) through June 30, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three and Six Months Ended June 30, 2022 and the period from March 1, 2021 (inception) through June 30, 2021	3

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and the period from March 1, 2021 (inception) through June 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES

Table of Contents

PART IFINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

IX ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)		(Audited)
Assets
Current assets:
Cash	$	296,461	$	611,620
Prepaid expenses		294,750		284,594
Due from related party		2,780		3,495
Total current assets		593,991		899,709
Non-current assets:
Prepaid expenses - non-current		69,401		200,651
Investments held in Trust Account		231,544,826		231,151,505
Total non-current assets		231,614,227		231,352,156
Total Assets	$	232,208,218	$	232,251,865

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	3,146	$	15,589
Accrued offering costs		—		6,180
Accrued expenses		709,524		375,024
Total current liabilities		712,670		396,793
Non-current liabilities:
Derivative warrant liabilities		2,079,500		7,889,000
Deferred underwriting fee payable		12,100,000		12,100,000
Total non-current liabilities		14,179,500		19,989,000
Total Liabilities		14,892,170		20,385,793

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value, at approximately $10.07 and $10.05 per share, respectively; 23,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		231,544,826		231,151,505

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		575		575
Additional paid-in capital		—		—
Subscription receivable		—		(19,982)
Accumulated deficit		(14,229,353)		(19,266,026)
Total shareholders’ deficit		(14,228,778)		(19,285,433)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:	$	232,208,218	$	232,251,865

The accompanying notes are an integral part of the unaudited condensed financial statements.

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IX ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


							For the Period From
	For the Three Months Ended June 30,				For the Six Months Ended		March 1, 2021 (Inception)
	2022		2021		June 30, 2022		Through June 30, 2021
Operating and formation expenses	$	341,655	$	5,677	$	772,923	$	11,177
Loss from operations		(341,655)		(5,677)		(772,923)		(11,177)

Other income:
Income from investments held in Trust Account		354,018		—		393,321		—
Interest income on operating account		61		—		96		—
Change in fair value of derivative warrant liabilities		1,750,000		—		5,809,500		—
Total other income		2,104,079		—		6,202,917		—

Net income (loss)	$	1,762,424	$	(5,677)	$	5,429,994	$	(11,177)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		23,000,000		—		23,000,000		—
Basic and diluted net income per share, Class A ordinary shares	$	0.06	$	—	$	0.19	$	—
Basic and diluted weighted average shares outstanding, Class B ordinary shares ⁽¹⁾		5,750,000		5,000,000		5,750,000		5,000,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.06	$	(0.00)	$	0.19	$	(0.00)

(1)

For the period from March 1, 2021 (inception) through June 30, 2021, the amount excludes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters exercised the over-allotment in full simultaneously with the closing of the Initial Public Offering on October 12, 2021, thus the 750,000 Class B ordinary shares were no longer subject to forfeiture. (see Note 5).

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

IX ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY


	For the Three and Six Months Ended June 30, 2022
										Total
	Class B Ordinary Shares			Additional Paid-in		Subscription		Accumulated		Shareholders'
	Shares	Amount		Capital		Receivable		Deficit		Deficit
Balance - December 31, 2021	5,750,000	$	575	$	—	$	(19,982)	$	(19,266,026)	$	(19,285,433)
Remeasurement of Class A ordinary shares to redemption amount	—		—		—		—		(39,303)		(39,303)
Net income	—		—		—		—		3,667,570		3,667,570
Balance - March 31, 2022 (Unaudited)	5,750,000	$	575	$	—	$	(19,982)	$	(15,637,759)	$	(15,657,166)
Repayment of subscription receivable	—		—		—		19,982		—		19,982
Remeasurement of Class A ordinary shares to redemption amount	—		—		—		—		(354,018)		(354,018)
Net income	—		—		—		—		1,762,424		1,762,424
Balance - June 30, 2022 (Unaudited)	5,750,000	$	575	$	—	$	—	$	(14,229,353)	$	(14,228,778)



	For the Period From March 1, 2021 (Inception) Through June 30, 2021
	Class B Ordinary Shares			Additional Paid-in		Accumulated		Total Shareholder's
	Shares	Amount		Capital		Deficit		Equity
Balance - March 1, 2021 (Inception)	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	5,750,000		575		24,425		—		25,000
Net loss	—		—		—		(5,500)		(5,500)
Balance - March 31, 2021 (Unaudited)	5,750,000	$	575	$	24,425	$	(5,500)	$	19,500
Net loss	—		—		—		(5,677)		(5,677)
Balance - June 30, 2021 (Unaudited)	5,750,000	$	575	$

SEC Form 10-Q filed by IX Acquisition Corp.