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 March 31, 2024

☐ 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)

(I.R.S. Employer

Identification No.)

Arch 124
53 Davies Street

London,

United Kingdom

(Address of principal executive offices)

W1K 5JH

(Zip Code)

+44 02039830450

(Registrant’s telephone number, including area code)

Not Applicable

(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 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 for one Class A Ordinary Share for $11.50 per share	IXAQW	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 May 22, 2024, there were 6,848,192 Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and 1,747,879 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares,” together with the Class A ordinary shares, the “ordinary shares”), of the registrant issued and outstanding.

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IX ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	1

	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1

	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	2

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2024 and 2023	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	34

Item 4.	Controls and Procedures.	35

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	36

Item 1A.	Risk Factors.	36

Item 2.	Unregistered Sales of Equity Securities , Use of Proceeds and Issuer Purchases of Equity Securities.	39

Item 3.	Defaults Upon Senior Securities.	39

Item 4.	Mine Safety Disclosures.	39

Item 5.	Other Information.	39

Item 6.	Exhibits.	40

SIGNATURES

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

IX ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,		December 31,
	2024		2023
	(Unaudited)
Assets
Current assets:
Cash	$	6,875	$	24,278
Prepaid expenses		1,608		30,030
Total current assets		8,483		54,308
Non-current assets:
Cash held in the Trust Account		31,936,145		31,440,528
Total Assets	$	31,944,628	$	31,494,836

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	207,013	$	—
Accrued expenses		1,593,688		1,256,667
Extension Promissory Note		2,330,768		1,889,768
Total current liabilities		4,131,469		3,146,435
Non-current liabilities:
Derivative warrant liabilities		559,500		373,000
Deferred underwriting fee payable		6,050,000		6,050,000
Total non-current liabilities		6,609,500		6,423,000
Total Liabilities		10,740,969		9,569,435

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value, at approximately $11.22 and $11.05 per share, respectively; 2,846,071 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		31,936,145		31,440,528

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; 4,002,121 non-redeemable shares issued or outstanding as of March 31, 2024 and December 31, 2023, respectively		401		401
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 1,747,879 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		174		174
Additional paid-in capital		1,270,939		1,766,556
Accumulated deficit		(12,004,000)		(11,282,258)
Total shareholders’ deficit		(10,732,486)		(9,515,127)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:	$	31,944,628	$	31,494,836

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

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IX ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended
	March 31,
	2024		2023
Operating and formation expenses	$	880,791	$	277,533
Loss from operations		(880,791)		(277,533)

Other income (expense):
Income from cash and investments held in the Trust Account		345,617		2,108,482
Interest income (expense) on an operating account		(68)		70
Change in fair value of derivative warrant liabilities		(186,500)		(373,000)
Total other income, net		159,049		1,735,552

Net (loss) income	$	(721,742)	$	1,458,019

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		2,846,071		23,000,000
Basic and diluted net (loss) income per share, Class A ordinary shares subject to redemption	$	(0.08)	$	0.05
Basic and diluted weighted average shares outstanding, Class A (non-redeemable) and Class B ordinary shares		5,750,000		5,750,000
Basic and diluted net (loss) income per share, Class A (non-redeemable) and Class B ordinary shares	$	(0.08)	$	0.05

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

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IX ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2024	4,002,121	$	401	1,747,879	$	174	$	1,766,556	$	(11,282,258)	$	(9,515,127)
Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(495,617)		—		(495,617)
Net loss	—		—	—		—		—		(721,742)		(721,742)
Balance — March 31, 2024	4,002,121	$	401	1,747,879	$	174	$	1,270,939	$	(12,004,000)	$	(10,732,486)

FOR THE THREE MONTHS ENDED MARCH 31, 2023


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	5,750,000	$	575	$	—	$	(13,192,169)	$	(13,191,594)
Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(2,108,482)		(2,108,482)
Net income	—		—	—		—		—		1,458,019		1,458,019
Balance — March 31, 2023	—	$	—	5,750,000	$	575	$	—	$	(13,842,632)	$	(13,842,057)

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

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IX ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Three Months Ended March 31,
	2024		2023

Cash Flows from Operating Activities:
Net (loss) income	$	(721,742)	$	1,458,019
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		186,500		373,000
Income from cash and investments held in the Trust Account		(345,617)		(2,108,482)
Changes in operating assets and liabilities:
Prepaid expenses		28,422		93,875
Accounts payable		207,013		70,865
Accrued expenses		337,021		72,514
Net cash used in operating activities		(308,403)		(40,209)

Cash Flows from Investing Activities:
Cash deposited in the Trust Account		(150,000)		—
Net cash used in investing activities		(150,000)		—

Cash Flows from Financing Activities:
Proceeds from note payable/promissory to related party		441,000		—
Net cash provided by financing activities		441,000		—

Net change in cash		(17,403)		(40,209)
Cash - beginning of the period		24,278		70,236
Cash - end of the period	$	6,875	$	30,027

Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A ordinary shares to redemption amount	$	495,617	$	2,108,482

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

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IX ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Overview

IX Acquisition Corp. (the “Company”, “our Company,” “we” or “us”) is a blank check company incorporated in the Cayman Islands on March 1, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has a wholly-owned subsidiary that was created on March 15, 2024, AKOM Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and AERKOMM Inc., a Nevada corporation (the “AERKOMM”). The transactions contemplated by the Merger Agreement are intended to serve as the Company’s initial Business Combination. See Note 6 for further information.

As of March 31, 2024, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering consummated on October 12, 2021 (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company generates non-operating income in the form of interest income from the amount held in the Trust Account (as defined below).

The Registration Statement on Form S-1 initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2021 (File No. 333-259567), as amended (the “Registration Statement) for the Initial Public Offering was declared effective on October 6, 2021. On October 12, 2021, the Company consummated the Initial Public Offering of 23,000,000 Units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”, and the warrants included in the Units sold, the “Public Warrants”), including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating total gross proceeds of $230,000,000 (see Note 3).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,150,000 warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to IX Acquisition Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (“Odeon”), generating gross proceeds of $7,150,000 (the “Private Placement”) (see Note 4).

Transaction costs amounted to $30,639,304, consisting of $4,000,000 of underwriting fees, $12,100,000 of deferred underwriting fees (See Note 6 for the difference on underwriting agreement), $13,853,689 for the excess of the fair value over the sales price of Founder Shares (as defined in Note 5) sold to the Anchor Investors (as defined in Note 5), and $685,615 of other offering costs.

Upon the closing of the Initial Public Offering on October 12, 2021, an amount of $231,150,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement was placed in a U.S.-based trust account (the “Trust Account”) and was initially invested only in the U.S. Department of the Treasury (the “Treasury”) obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct Treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on November 13, 2023 the Company instructed Continental Stock Transfer & Trust Company (“Continental”) to liquidate the investments held in the Trust Account, and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association of the Company currently in effect, as amended, (the “Amended and Restated Memorandum and Articles of Association”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below); and (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the Public Shareholders (as defined below) as part of the redemption of the Public Shares.

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IX ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

SEC Form 10-Q filed by IX Acquisition Corp.