IX Acquisition Corp 10-K/A, filed May 9, 2022
IX Acquisition Corp. (IXAQF)
About this 10-K/A
IX Acquisition Corp filed this 10-K/A on May 9, 2022, covering the fiscal year ended December 31, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
| 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
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| N/A | ||
| (Address of principal executive offices) | (Zip Code) |
| +44 (0) ( |
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨
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.
Indicate
by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)
and has been subject to such filing requirements for the past 90 days.
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. (Check one):
| Large accelerated filer ¨ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered accounting firm that prepared
or issued its audit report.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
| Auditor PCAOB ID Number: |
Auditor Name: |
Auditor Location: |
As of June 30, 2021, the
last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were
As of April 13, 2022, the Registrant had Class A ordinary shares, $0.0001 par value per share, and Class B ordinary shares, $0.0001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
References throughout this Amendment No. 1 to the Annual Report on Form 10-K/A to “we,” “us,” the “Company” or “our company” are to IX Acquisition Corp., unless the context otherwise indicates.
IX Acquisition Corp. is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2022 (the “Original Form 10-K ”), solely to correct a typographical error in Part III, Item 10 of the Original Form 10-K. Specifically, the table in the section entitled “Directors and Executive Officers” thereunder incorrectly listed Victoria Reid’s position as “Director” instead of “Vice President”. Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, we have repeated the entire text of Part III, Item 10 of Form 10-K in this Amendment. However, there have been no changes to the text of such item other than to correct the typographical error described above.
In addition, as required by Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as described above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
Our directors and executive officers are as follows:
| Name | Age | Position | ||
| Guy Willner | 58 | Executive Chairman and Director | ||
| Karen Bach | 52 | Chief Executive Officer and Director | ||
| Noah Aptekar | 34 | Chief Financial Officer, Chief Operations Officer and Director | ||
| Victoria Reid | 46 | Vice President | ||
| Ian Spence | 51 | Director | ||
| Andrew Bartley | 58 | Director | ||
| Eduardo Marini | 42 | Director | ||
| Shannon Grewer | 46 | Director |
Guy Willner, Executive Chairman and Director
Guy Willner, our Executive Chairman and Director, is the co-founder, Chairman and former CEO of IXcellerate, a datacenter operator in Russia providing co-location and peering services for financial institutions, multinational corporations, international carriers, hyperscale operators and major content operators. He has also served as the co-founder and Chairman of IXAfrica since 2018 and director of IXcellerate UK Ltd since 2011 and previously served as the CEO of IXEurope (LSE: IXE) from 1999 to 2007. Mr. Willner founded IXEurope in 1998 and oversaw the company’s growth from a sole datacenter in London to a network of 14 datacenters located in four countries (France, UK, Germany and Switzerland) and eight cities, fueled, in part, by the company successfully executing eight acquisitions between 2004 and 2006. This rapid expansion resulted in IXEurope winning first place in the 2002 UK Sunday Times Tech Track awards as the fastest growing technology company in the UK, and Mr. Willner was a finalist in the 2003 Ernst and Young UK Entrepreneur of the Year awards. With his team, the company was successfully listed on London’s AIM market (LSE: IXE) in April 2006. That same year, the company received the Queen’s Award for International Trade in recognition of its spectacular growth across Europe. In September 2007, IXEurope was purchased by Equinix (NASDAQ: EQIX) for $555 million, and Mr. Willner remained as the President of Equinix’s European sector through June 2008. Mr. Willner invested in and joined the board of directors of Teraco Data Environments (South Africa) in 2008 and remained as a shareholder and board member until 2014 when the company was sold to Permira. In 2018, Mr. Willner founded IXAfrica, a hyperscale datacenter operator in Kenya that is projected to be the largest hyperscale datacenter campus in East Africa by 2025. Mr. Willner holds a bachelor’s degree in engineering from Oxford Brookes University.
Karen Bach, Chief Executive Officer and Director
Karen Bach, our Chief Executive Officer and Director, is the Chairman of Consult Red Ltd (IoT and connected devices IT services), Dem Dx (health tech and clinical reasoning/diagnostics) and DeepMatter Plc (digitization of chemistry and drug discovery, LSE: DMTR). She is also a non-executive director of Escape Hunt Plc (entertainment and escape rooms, LSE: ESC). From 2012 to 2019, Ms. Bach served as the Independent Chairman of IXcellerate Ltd. (datacenter). She has also served as a Chairman of Aferian Plc (media tech, LSE: AFRN), non-executive director of Datapharm Ltd. (health-pharma tech) and Belvoir Lettings Plc (LSE: BLV), and trustee of the Learning Foundation. Ms. Bach brings significant international experience, as she served as Chief Financial Officer at growing technology businesses such as IXEurope Plc (LSE: IXE), ACS Plc and Kewill Plc, in addition to blue chip multi-national corporations, including EDS France, MCI WorldCom, General Motors (NYSE: GM) and Ernst & Young. Ms. Bach obtained her bachelor’s degree from the University of Bradford, graduated from the EM Strasbourg Business School and is a qualified Chartered Accountant with the Institute of Chartered Accountants in England and Wales.
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Noah Aptekar, Chief Financial Officer, Chief Operations Officer and Director
Noah Aptekar, our Chief Financial Officer, Chief Operations Officer and Director, has extensive experience in innovation, finance and operations in high-technology industries, with particular expertise on terrestrial and space-based telecommunications. From August 2016 through March 2020, Mr. Aptekar worked for SpaceX, the largest US-based “unicorn” company, where he brought financial discipline to the production division, which accounted for approximately one-third of the company’s employees actively engaged in the production and manufacturing of vehicles, and was responsible for financial planning, cost analysis and budget management activities for the division’s nine-figure annual operating and capital spend. Most recently, he was the project lead for one of the largest future budget items for SpaceX, the Starlink User Terminal. Furthermore, at SpaceX, Mr. Aptekar identified and implemented operational efficiencies to control cost and reduce risk while overseeing the development of a new consumer electronics manufacturing facility. Between 2012 and 2014, while working for Colorado’s then-Governor John W. Hickenlooper in the Office of Economic Development and International Trade, Mr. Aptekar co-created the $100+ million Advanced Industries fund, which matches private investments with high-tech businesses and entrepreneurs. He also established and managed the due diligence and investment committee processes for the Advanced Industries fund. One of the first recipients of Advanced Industries funding, Lightning Hybrids, announced in December 2020 its participation in an initial business combination with GigCapital3 Acquisition Corp. (NYSE: GIK.U) and began trading publicly as Lightning eMotors (NYSE: ZEV) beginning in May 2021. Another of the first recipients of Advanced Industries funding, Solid Power, Inc (“Solid Power”), announced in June 2021 its participation in an initial business combination with Riverstone Holdings LLC’s Decarbonization Plus Acquisition Corporation III (“DCRC”) (NASDAQ: DCRC). Solid Power’s business combination closed in December 2021 with the company receiving gross proceeds from the transaction of approximately $542.9 million from its fully committed $195 million PIPE and the receipt of approximately $347.9 million of cash from DCRC’s trust account net of redemptions. Of the shares voted at the special meeting of DCRC stockholders on December 7, 2021, over 99.9% voted to approve the business combination. In addition, only 0.6% of the shares held by DCRC’s public stockholders were redeemed. Currently, Mr. Aptekar is the principal of Next Century Innovations, a global consulting company. Mr. Aptekar has a bachelor’s degree from the University of Pennsylvania, an MBA from Yale University and has taken courses in pursuit of a Master of Science from the Georgia Institute of Technology.
Victoria Reid, Vice President
Victoria Reid, our Vice President, has been the Vice President of Business Development at IDC-G since 2016. In 2014, Ms. Reid was part of the team at IXcellerate that successfully engaged Japanese Bank Sumitomo to becoming shareholders and investors in the company. In 2016, Ms. Reid supported Guy Willner on the successful launch of IXAfrica, with an initial campus in Kenya that is projected to be the largest hyperscale datacenter campus in East Africa by 2025. In 2018, Ms. Reid supported the team that secured an investment by Goldman Sachs into IXcellerate. Ms. Reid attended Edinburgh Napier University.
Ian Spence, Director
Ian Spence, our director, is the founder and Chairman of Megabuyte, an origination, transaction support and data analytics platform enabling investors, advisers and chief executive officers to identify, benchmark monitor, and filter UK mid-market technology companies. Considered one of the technology sector’s most informed and influential commentator, Megabuyte’s research service is a valuable resource for over 2,000 industry leaders. In addition to directing day-to-day operations, Mr. Spence has overall responsibility for managing accounts, developing business and setting the strategic direction of the company. Recently, Mr. Spence has been twice recognized by Debretts and The Sunday Times as one of the 20 most influential people in the UK technology sector. Prior to founding Megabuyte, from 1994 to 2005, Mr. Spence was a successful technology analyst at various firms including Robert W. Baird, and he holds a bachelor’s degree in Accounting and Finance from Manchester Metropolitan University.
Andrew Bartley, Director
Andrew Bartley, our director, is a former Chief Investment Officer for TMT at the International Finance Corporation (IFC). There, Mr. Bartley principally originated, structured and managed complex equity, mezzanine and senior debt financings in the TMT and infrastructure sectors in emerging markets. During the course of his career, Mr. Bartley has held various non-executive director roles in a variety of companies, including serving as a non-executive director for IXcellerate and working alongside our Chairman Guy Willner and our Chief Executive Officer Karen Bach, and has been responsible for billions in debt and equity financings in Latin America, Africa, Asia and Europe. Prior to joining the IFC, he worked for Monenco Agra in project management and systems engineering. Mr. Bartley holds a Bachelor’s of Engineering from the University of Bristol, UK, and an MBA from The Kellogg School of Management, Northwestern University.
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Eduardo Marini, Director
Eduardo Marini, our director, is the Chief Executive Officer and co-founder of green4T, a leading IT infrastructure services provider operating in Brazil, Argentina, Chile, Uruguay, Peru, Colombia, Ecuador and Costa Rica. Prior to co-founding green4T in 2016, Mr. Marini was the Vice President and interim CEO of Aceco TI, a leader in design, construction, and maintenance of high-availability datacenters in Latin America, formerly owned by the global investment firm Kohlberg Kravis Roberts (KKR). Before joining Aceco TI, Mr. Marini was a private equity investor with General Atlantic (GA), a global private equity firm focused on growth investments. While at GA, he held various non-executive director roles and oversaw new investments in Latin America in the technology and financial services sectors, having completed one of the most successful investments by GA to date in XP Inc. (NASDAQ:XP), an investment management company currently valued at more than $20 billion. His experience also includes private equity and investment banking roles at Actis, Lazard, and Bank of America, both in Brazil and in the United States. Mr. Marini is a licensed attorney and holds an LL.B. degree from the Universidade Federal de Minas Gerais (UFMG) and an MBA from the Yale School of Management.
Shannon Grewer, Director
Shannon Grewer, our director, is a corporate lawyer with significant experience working with early-stage companies in emerging markets. She spent 15 years working in Washington, D.C. with several major international law firms, where she regularly advised clients across multiple sectors, including power, oil and gas, mining, banking, retail, consumer goods, entertainment and aviation. Ms. Grewer has significant transactional experience in project finance, private equity and corporate acquisitions and divestitures as well. She spent four years as the General Counsel for Towershare, the largest independent tower company based in the Middle East. Ms. Grewer has also led Towershare’s raise of the necessary capital to transition from three employees to more than one hundred employees in Dubai and Pakistan, oversaw multiple tower acquisitions, and closed a successful exit for the company’s investors through a sale to Edotco. She continued to work as a consultant to Edotco and advised on telecommunications infrastructure deals across the Edotco portfolio of companies for two years. In 2020, she helped a team of former Edotco executives raise significant capital from Digital Colony to launch a new infrastructure sharing company focused on Southeast Asia. She is currently working as an acting General Counsel to Frontier Tower Associates Philippines, Inc. In addition to telecommunications, Ms. Grewer has negotiated infrastructure projects, including mining, power and commercial agriculture in South America, Sub-Saharan Africa and Southeast Asia. Ms. Grewer holds a bachelor’s degree from the University of Connecticut and a juris doctor degree from Fordham University School of Law.
Number and Terms of Office of Officers and Directors
Our board of directors consists of seven members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq rules, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Marini and Mr. Spence, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Ms. Grewer and Mr. Bartley, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Willner, Ms. Bach and Mr. Aptekar, will expire at the third annual general meeting.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our Memorandum and Articles of Association.
Director Independence
The Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that Ian Spence, Eduardo Marini, Shannon Grewer and Anrew Bartley are “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present..
Board Committees
Our board of directors has two standing committees: an audit committee and a compensation committee. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. The charter of each committee is available on our website.
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Audit Committee
We established an audit committee of the board of directors. The members of our audit committee are Andrew Bartley, Shannon Grewer and Ian Spence. Mr. Bartley serves as chairman of the audit committee.
Each member of the audit committee is financially literate and our board of directors has determined that Mr. Bartley qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted an audit committee charter, which details the principal functions of the audit committee, including:
· meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
· monitoring the independence of the independent registered public accounting firm;
· verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
· inquiring and discussing with management our compliance with applicable laws and regulations;
· pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
· appointing or replacing the independent registered public accounting firm;
· determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
· establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
· monitoring compliance on a quarterly basis with the terms of the Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the Public Offering; and
· reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
Compensation Committee
We established a compensation committee of the board of directors. The members of our Compensation Committee are Shannon Grewer, Andrew Bartley, and Ian Spence. Ms. Grewer serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
· reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
· reviewing and approving the compensation of all of our other Section 16 executive officers;
· reviewing our executive compensation policies and plans;
· implementing and administering our incentive compensation equity-based remuneration plans;
· assisting management in complying with our proxy statement and annual report disclosure requirements;
· approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
· producing a report on executive compensation to be included in our annual proxy statement; and
· reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
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Notwithstanding the foregoing, as indicated above, other than the payment to IX Acquisition Services LLC of $10,000 per month, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.
Director Nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Nasdaq Rule 5605(e)(2), a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Ms. Grewer, Mr. Spence and Mr. Bartley. In accordance with Nasdaq Rule 5605(e)(1)(A), all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual general meeting of the company (or, if applicable, an extraordinary general meeting of the company). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our Memorandum and Articles of Association.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our board of directors.
Code of Ethics
We adopted a Code of Ethics applicable to our directors, officers and employees. We filed a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| (a) | The following documents are filed as part of this report: |
| (1) | Financial Statements |
Reference is made to the Index to Financial Statements of the Company under Item 8 of Part II of the Original Form 10-K.
| (2) | Financial Statement Schedule |
All financial statement schedules are omitted because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto in Item 8 of Part II of the Original Form 10-K.
| (3) | Exhibits |
The exhibits listed below are or were previously filed or furnished, as applicable, as part of this annual report or are incorporated by reference as indicated.
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* Filed herewith.
(1) Incorporated by reference to the Registrant’s Form 10-K, filed with the Commission on April 13, 2022.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| May 9, 2022 | ||
| IX ACQUISITION CORP. | ||
| By: | /s/ Karen Bach | |
| Name: | Karen Bach | |
| Title: | Chief Executive Officer | |
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