IXAQF 8-K
IX Acquisition Corp. (IXAQF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 15, 2023 (
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The | ||||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in the Definitive Proxy Statement on Schedule 14A filed by IX Acquisition Corp., a Cayman Islands exempted company (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on November 24, 2023, and as supplemented on December 6, 2023, the Company held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders on December 11, 2023 (the “Meeting”). The (i) final prospectus filed with the SEC by the the Company on October 8, 2021 (File No. 333-2592567) in connection with the Company’s initial public offering that was consummated on October 12, 2021 (the “IPO”) and (ii) Company’s amended and restated memorandum and articles of association (as amended and currently in effect, the “Memorandum and Articles of Association”) provided that the Company initially had until April 12, 2023 (the date that was 18 months after the consummation of the IPO) to to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”, and such period, the “Combination Period”). On April 10, 2023, the Company’s shareholders approved an amendment to the Memorandum and Articles of Association to extend the end of the Combination Period from April 12, 2023 to May 12, 2023, and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board”), to elect to further extend the end of the Combination Period in one-month increments up to eleven additional times, or up to twelve months total, up to April 12, 2024 (the “First Extension”).
At the Meeting, the Second Extension Amendment Proposal to further amend the Memorandum and Articles of Association (the “Second Extension Amendment”) was approved. Under the law of the Cayman Islands, upon approval of the Second Extension Amendment Proposal by the affirmative vote of at least two-thirds (2/3) of the shareholders entitled to vote, who attended and voted at the Meeting (including those who voted online), the Second Extension Amendment became effective. The Company filed the Second Extension Amendment with the Cayman Islands Registrar of Companies on December 12, 2023.
The Meeting was held, in part, to satisfy the annual meeting requirement pursuant to Listing Rule 5620(a) (the “Rule”) of The Nasdaq Stock Market LLC. Pursuant to the Rule, the Company was required to hold its first annual meeting of shareholders on or prior to December 31, 2023. Because the Meeting did not technically constitute an “annual general meeting” under Cayman Islands law, the terms of the Company’s Class I directors did not expire at the Meeting.
The foregoing description of the Second Extension Amendment is qualified in its entirety by reference to the Second Extension Amendment, a copy of which is filed hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company’s shareholders were presented with a proposal to approve, by way of special resolution, the Second Extension Amendment to give the Board the right to extend the date by which the Company must consummate a Business Combiantion from December 12, 2023 on a monthly basis up to ten (10) times until October 12, 2024 (or such earlier date as determined by the Board) (the “Second Extension Amendment Proposal”).
Also at the Meeting, the Company’s shareholderss were presented with a proposal to ratify, by way of ordinary resolution, the selection by the Board’s Audit Committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal” and together with the Second Extension Amendment Proposal, the “Proposals”).
Set forth below are the final voting results for the Proposals. The approval of the Second Extension Amendment Proposal required tthe affirmative vote of at least two-thirds (2/3) of the shareholders entitled to vote, who attended and voted at the Meeting (including those who voted online).
The Second Extension Amendment Proposal was approved with the following vote from the holders of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and the Company’s Class B ordinary shares, par value $0.0001 per share (together with the Class A Ordinary Shares, the “Ordinary Shares”):
| For | Against | Abstentions | Broker Non-Votes | |||
| 7,913,584 | 202,841 | 0 | 0 |
The approval of the Auditor Ratification Proposal required the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person (including shareholders who voted online) or represented by proxy at the Meeting and entitled to vote on such matter. The Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For | Against | Abstentions | Broker Non-Votes | |||
| 7,913,584 | 202,841 | 0 | 0 |
A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve the the Proposals.
In connection with the approval of the Second Extension Amendment Proposal, IX Acquisition Sponsor LLC (the “Sponsor”) agreed to contribute to the Company, as a loan (the “Contribution”), the lesser of (x) $50,000 or (y) $0.025 for each Class A Ordinary Share included as part of the units sold in the IPO (the “Public Shares”) that remains outstanding and was not redeemed for each calendar month (commencing on December 12, 2023 and on the 12th day of each subsequent month) until April 12, 2024, or portion thereof, that is needed to complete a Business Combination.
In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 1,817,650 Public Shares properly exercised their right to redeem such shares for cash at a redemption price of approximately $10.99 per share, for an aggregate redemption amount of approximately $19.97 million. Consequently, the Contribution will be $50,000 per month needed for the Company to complete a Business Combination. The first Contribution was deposited into the Company’s U.S.-based trust account (the “Trust Account”) on December 12, 2023. In connection with each monthly extension in accordance with the First Extension, the Sponsor deposited $160,000 into the Trust Account every month from April to November 2023.
Item 8.01. Other Events.
On December 15, 2023, the Company issued a press release announcing the results of the Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibits | |
| 3.1 | Amendment to Memorandum and Articles of Association of the Company. | |
| 99.1 | Press Release, dated December 15, 2023. | |
| 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. | |||
| By: | /s/ Noah Aptekar | ||
| Name: | Noah Aptekar | ||
| Title: | Chief Financial Officer and Chief Operating Officer | ||
| Dated: December 15, 2023 | |||
Exhibit 3.1
AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
IX ACQUISITION CORP.
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
FIRST RESOLVED, as a special resolution: that the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 in its entirety and the insertion of the following language in its place:
| “49.7 | In the event that the Company does not consummate a Business Combination within 36 months from the consummation of the IPO or (i) such earlier date as may be determined by the Directors, (ii) or such later date as the Members may approve in accordance with the Articles, the Company shall: |
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
SECOND RESOLVED, as a special resolution: that the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.8 in its entirety and the insertion of the following language in its place:
“49.8 In the event that any amendment is made to the Articles:
| (a) | to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 36 months from the consummation of the IPO, or (i) such earlier date as may be determined by the Directors, (ii) or such later date as the Members may approve in accordance with the Articles; or |
| (b) | with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.” |
The foregoing amendment to the Amended and Restated Memorandum of Association of the Corporation was duly adopted by a special resolution of the Corporation by the requisite vote of the shareholders entitled to vote thereon in accordance with the provisions of the laws of the Cayman Islands.
Exhibit 99.1
IX Acquisition Corp. Announces Shareholder Meeting Results and New Monthly Contribution to be Deposited into Trust Account
LONDON, Dec. 15, 2023 (GLOBE NEWSWIRE) -- IX Acquisition Corp. (NASDAQ: IXAQ) (the “Company”), a blank check company incorporated as a Cayman Islands exempted company, today announced that, on December 11, 2023, it held an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “Meeting”) to consider and vote on proposals to (i) extend the date by which the Company has to complete a business combination from December 12, 2023, on a monthly basis, up to ten (10) times, until October 12, 2024 (the “Second Extension” and such proposal, the “Second Extension Amendment Proposal”) and (ii) ratify the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”). At the Meeting, shareholders approved the Second Extension Amendment Proposal and the Auditor Ratification Proposal.
In connection with the approval of the Second Extension Amendment Proposal, the Sponsor agreed to contribute to the Company, as a loan, the lesser of (x) $50,000 or (y) $0.025 for each public share that remains outstanding and was not redeemed in connection with the Second Extension for each calendar month (commencing on December 12, 2023 and on the 12th day of each subsequent month) until April 12, 2024, or portion thereof, that is needed to complete a business combination (such loans, the “Contribution”), which amount will be deposited into the Company’s U.S.-based trust account (the “Trust Account”).
Additionally, in connection with the vote to approve the Second Extension Amendment Proposal, the holders of 1,817,650 public shares properly exercised their right to redeem such shares for cash at a redemption price of approximately $10.99 per share, for an aggregate redemption amount of approximately $19.97 million. Consequently, the Contribution will be $50,000 per month needed for the Company to complete a business combination. The first Contribution was deposited into the Trust Account on December 12, 2023.
About IX Acquisition Corp.
IX Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. For more information, please visit https://www.ixacq.com.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Second Extension and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, to which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Second Extension, the Company’s inability to complete an initial business combination within the required time period, and other risks and uncertainties indicated from time to time in filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2021 and 2022 under Part I. Item IA. “Risk Factors,” (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, September 30, 2022, March 31, 2023 and September 30, 2023 under Part II. Item IA. “Risk Factors”, (iii) Definitive Proxy Statement on Schedule 14A filed with the SEC on November 24, 2023, and as supplemented on December 6, 2023, the heading “Risk Factors,” and other documents the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.