M&A - IX Acquisition Corp.
Form Type: 8-K
Filing Date: 2025-02-21
Corporate Action: Merger
Type: Update
Accession Number: 000110465925015769
Filing Summary: On February 12, 2025, IX Acquisition Corp. and its subsidiary, AKOM Merger Sub Inc., entered into a second amendment to the Merger Agreement with AERKOMM Inc. The amendment revised the definitions of 'Indebtedness' and 'Working Capital' in the original agreement related to a proposed merger. 'Indebtedness' now encompasses various obligations including borrowed money, bonds, and guarantees, while 'Working Capital' consists of current assets minus current liabilities, excluding cash and unpaid transaction expenses. The report indicates ongoing preparations for a significant merger transaction initially announced on March 29, 2024, with various risks detailed regarding the completion and integration of the involved companies. Forward-looking statements emphasize the anticipated benefits and risks surrounding the merger, including potential effects on shareholder value and operational performance.
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Additional details:
Entry Into Material Definitive Agreement: On February 12, 2025, IX Acquisition Corp. and AKOM Merger Sub, Inc. entered into Amendment No. 2 to the Merger Agreement.
Definition Of Indebtedness: Relevant obligations that include borrowed money, bonds, guarantees, and liabilities under hedging obligations.
Definition Of Working Capital: Current assets minus current liabilities, excluding cash and unpaid Company Transaction Expenses.
Form Type: S-4/A
Filing Date: 2025-02-14
Corporate Action: Merger
Type: Update
Accession Number: 000110465925014006
Filing Summary: On February 14, 2025, IX Acquisition Corp. filed an amendment to the registration statement under the Securities Act of 1933 for a proposed merger with AERKOMM Inc. The deal involves a series of transactions including the domestication of IX Acquisition Corp. from the Cayman Islands to Delaware. Upon merger completion, IX Acquisition Corp. will be renamed AKOM Inc. The proxy statement outlines several financial terms including the merger consideration which is based on a Closing Purchase Price of $200,000,000, adjusted for certain debts and expenses, with specific provisions for equity holders of AERKOMM. It describes the structure of the share conversion for IX Acquisition Corp. stockholders, including ordinary shares and warrants. The document also mentions a PIPE Investment target of $65,000,000, regulatory compliances for trading in the new entity's securities, and implications of NASDAQ delisting which affect investor trading capability. Given that a shareholder approval process is necessary, the extraordinary general meeting is to be held where the Merger Agreement, including all attached amendments, will be voted upon, marking a significant milestone in IX Acquisition Corp.'s corporate development.
Document Link: View Document
Additional details:
Cayman Deregistration: The Registrant intends to effect a deregistration from the Cayman Islands by way of continuation into Delaware.
Merger Subsidiary: AERKOMM Inc. is the target company that will be merged with IX Acquisition Corp. (Merger Sub).
Company Renaming: Following the merger, IX Acquisition Corp. will change its name to AKOM Inc.
Shareholder Meeting: An extraordinary general meeting will be held to approve the Merger Agreement.
PIPE Investment: A target of $65,000,000 through private investment in public equity (PIPE) has been established.
Net Tangible Assets Requirement: IX Acquisition Corp. must maintain at least $5,000,001 in net tangible assets post-redemption.
Extraordinary Meeting Location: The extraordinary general meeting will be a virtual meeting conducted via live webcast.
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