IXAQF 10-K & 10-Q changes, risk factors and insider trading

On February 12, 2025, the Company, Merger Sub and AERKOMM entered into a second amendment to the Merger Agreement to amend and restate the definitions of both “Indebtedness” and “Working Capital” in Section 1.1..

AERKOMM will exercise reasonable best efforts to obtain a PIPE Investment Amount of at least $65,000,000 (inclusive of investment amounts under SAFE Agreements (as defined below)) pursuant to PIPE arrangements, and will obtain a minimum PIPE Investment Amount, unless waived by the Company, of at least $ 45,000,000$45,000,000 minus the investment amount obtained pursuant to SAFE Agreements and will consummate the transactions contemplated by the Subscription Agreements on the terms described therein.

On DecemberOctober 4,23, 2024,2025, the Company and AERKOMM entered into onea new SAFE Agreement.Agreement (the “SAFE Note Agreement No. 5”). As a result, as of DecemberApril 4,9, 2024,2026, SAFE Agreements for an aggregate of $4,997,200$8,997,200 have been entered into. The SAFE Agreements will automatically convert upon the closing of the merger at $11.50 per share of IXAQ’s Common Stock. If the SAFE Agreements automatically convert upon the closing of the merger, in addition to 434,539782,365 of CompanyIXAQ’s commonCommon stock,Stock, the SAFE Agreements are also convertible into an additional 94% of the number of shares of CompanyIXAQ’s commonCommon stock,Stock, or 408,466735,423 shares to be held in escrow subject to the same milestoneMilestone eventsEvents outlined in the Merger Agreement under the Incentive Merger Consideration (the “Incentive Shares”) section.

On April 13, 2023, May 9, 2023, June 9, 2023, July 11, 2023, August 9, 2023, September 7, 2023, October 12, 2023 and November 13, 2023, the Company issued a press release announcingannounced that its board of directors has elected to extend the date by which the Company has to consummate a business combination from June 12, 2023 for an additional month to JulyFebruary 12, 2023.2024. In connection with the third extension, the board of directors delivered the sponsor a written request to draw down $160,000 under its previously-disclosed promissory note for the third extension. On orApril before26, 2023, May 15, 2023, June 15, 2023, July 13, 2023, August 15, 2023, September 12, 2023, October 16, 2023 and November 30, 2023, the sponsorSponsor deposited $160,000 into the Company’s Trust Account in connection with the thirdfirst, second, third, fourth, fifth, sixth, seventh and eighth extension.

On January 19, 2024, wethe issuedCompany a press release announcingannounced that itsthe board of directors hadhas elected to extend the date by which the Company has to consummate a business combination (the “Deadline Date”) from January 12, 2024 for an additional month to February 12, 2024. The Company’s Amended and Restated Memorandum and Articles of Association provides the Company with the right to extend the Deadline Date eighteen times for an additional one month each time, from April 12, 2023, the initial Deadline Date, to up to October 12, 2024. The board of directors furthermore confirmed their intention and policy to continue to extend the Deadline Date on a monthly basis, but will not be issuing a press releaseannounce every month. In the event that the board of directors elects not to extend, they will issue a press release announcingannounce this change in policy.

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 $11.00 per share, for an aggregate redemption amount of approximately $19.99 million. Consequently, the Contribution will bewas $50,000 per month needed for us to continue to extend the Combination Period monthly. Subsequently in 2024, we have made additional deposits of $50,000 extending the Combination Period through October 12, 2024.

In connection with the vote to approve the Third Extension Amendment Proposal, the holders of 1,235,698 public shares properly exercised their right to redeem such shares for cash at a redemption price of approximately $11.58 per share, for an aggregate redemption amount of approximately $14.30 million. Consequently, the Contribution will bewas $48,311 per month needed for the Company to complete a business combination. The Contribution was deposited into the Company’s U.S.-based Trust Account on October 12, 2024.

On April 10, 2023, the Company held the April 2023 Extraordinary Meeting. At the April 2023 Extraordinary Meeting, the Company’s shareholders approved, among other things, a proposal to grant the Company the right to extend the Combination Period to the Extended Date, and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors, to elect to further extend the Extended Date in one-month increments up to eleven additional times, or a total of up to twelve months total, up to April 12, 2024 (the “Extension Proposal”) by amending the Amended and Restated Memorandum and Articles of Association (the “First Extension”). Under Cayman Islands law, such amendment of the Amended and Restated Memorandum and Articles of Association took effect upon approval of the Extension Proposal. In connection with the vote to approve the Extension Proposal, the holders of 18,336,279 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.31 per share, for an aggregate redemption amount of approximately $189 million. 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.

On December 11, 2023, the Company held the December 2023 Extraordinary Meeting. At the December 2023 Extraordinary Meeting, the Second Extension Amendment Proposal to give the board of directors the right to extend the date by which the Company must consummate a Business Combination 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”) 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 December 2023 Extraordinary 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. Consequently, the Contribution will bewas $50,000 per month needed for the Company to complete a Business Combination.

On October 9, 2024, the Company held the October 2024 Extraordinary Meeting. At the October 2024 Extraordinary Meeting, the Third Extension Amendment Proposal to give the board of directors the right to extend the date by which the Company must consummate a Business Combination from October 12, 2024 on a monthly basis up to twelve(12) times until October 12, 2025 (or such earlier date as determined by the Board) (the “Third Extension Amendment”) was approved. Under the law of the Cayman Islands, upon approval of the Third 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 October 2024 Extraordinary Meeting (including those who voted online), the Third Extension Amendment became effective. Consequently, the Contribution will bewas $48,311 per month needed for the Company to complete a Business Combination.

On October 7, 2024, the Company received a notice from the staff of the Listing Qualifications Department of Nasdaq stating that as the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its Initial Public Offering, it was not in compliance with Nasdaq IM 5101-2 and was therefore subject to delisting. The Company had until October 14, 2024 to request a hearing before the Nasdaq Hearings Panel. The Company had until October 14, 2024 to request a hearing before the Nasdaq Hearings Panel. The Company decided to request a hearing before the Nasdaq Hearings Panel. Trading in the Company’s securities was suspended at the opening of business on October 14, 2024. The Company had the hearing on December 10, 2024.

On December 10, 2024, the Company received a notice from the Nasdaq Listing Qualifications Hearings acknowledging that the Company had withdrawn its appeal of the October 7, 2024 delist determination issued by the Nasdaq Listings Qualifications Staff. Accordingly, trading in the Company’s securities was suspended at the open of trading on December 12, 2024. NasdaqOn willJune file6, 2025, the Company filed a Form 25 Notification of Delisting with the SEC.SEC Whenwhich removed the Company’s securities are delisted from Nasdaq,on the Nasdaq Stock Market. The Company’s Common Stock, Units and Warrants began to be quoted its securitieson arethe expectedPink toMarkets tradeoperated over-the-counter.on The OTC Market systems (“OTC Market”) under the symbols “IXQUF,” “IXAQF” and “IXQWF.”

Our liquidity needs to date have been satisfied through the payment of $25,000 from our sponsor to cover for certain offering expenses on behalf of us in exchange for issuance of Founder Shares, a loan under the Initial Public Offering’s promissory note in the amount of $250,000 and advances from our sponsor to cover for certain expenses on our behalf, and net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. We fully repaid the Initial Public Offering’s promissory note balance on October 12, 2021. We also paid for certain expenses on behalf of a related party. As of December 31, 2021, we had approximately $3,500 in amount due from related party outstanding, which was fully paid in April 2022. Subsequently, we borrowed an additional amount of approximately $2,800 and fully settled the balance in July 2022.

Our management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the consolidated financial statements included in this Report under “Item 1. Financial Statements” are issued.Report.

We plan to address this uncertainty through the initial business combination. There is no assurance that our plans to consummate the initial business combination will be successful or successful within the Combination Period. The consolidated financial statements and notes thereto included in this Report under “Item 1. Financial Statements” do not include any adjustments that might result from the outcome of this uncertainty.

In connection with the Initial Public Offering, the underwritersunderwriters, CF& CO and Odeon, were granted a 45-day option from the date of the prospectus to purchase up to 3,000,000 additional Units to cover over-allotments. On October 12, 2021, the underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $30,000,000 to us.

On April 12, 2023, we entered into a Fee Reduction Agreement, which amends the Underwriting Agreement. According to the Underwriting Agreement, we previously agreed to pay to the underwriters of the Initial Public Offering an aggregate of $12,100,000 as deferred underwriting commissions, a portion of which fee is payable to each underwriter in proportion to their respective commitments pursuant to the Underwriting Agreement, upon the consummation of a business combination. Pursuant to the Fee Reduction Agreement, the underwriters have agreed to forfeit sixty-six and 94/100 percent (66.94%) of the aggregate deferred underwriting commissions of $12,100,000 for a total reduction of $8,100,000. However, if we enter into a business combination with a target at a pre-money valuation above $100 million, the forfeiture percentage for underwriters will be reduced to no less than fifty percent (50%) to each, an approximate reduction of $6,050,000. On April 4, 2024, we entered into an Amended & Restated Fee Reduction Agreement, which amends the Underwriting Agreement with Cantor Fitzgerald & Co. (“CF&CO”).CO. Pursuant to the Amended and Restated Fee Reduction Agreement with CF&CO, in the event that we consummates the Business Combination, CF&CO agrees that it will forfeit $6,475,000 of the aggregate original deferred fee that would otherwise be payable by us to CF&CO, resulting in a remainder of $1,995,000. On April 4, 2024, we entered into an another Amended & Restated Fee Reduction Agreement, which amends the Underwriting Agreement with Odeon Capital Group LLC (“Odeon”).Odeon. Pursuant to the Amended and Restated Fee Reduction Agreement with Odeon, in the event that we consummates the Business Combination with AERKOMM, Odeon agrees that it will forfeit $2,775,000 of the aggregate original deferred fee that would otherwise be payable by us to Odeon, resulting in a remainder of $855,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

On October 6, 2021, we entered into an agreement with the IX Acquisition Services LLC, to pay up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or the liquidation, we will cease paying these monthly fees; however, the Sponsor waived these fees for the yearyears ended December 31, 20242025 and 2023.2024.

Critical Accounting Estimates and Standards

The preparation of the consolidated financial statements and notes thereto included elsewhere in this Report under “Item 1. Financial Statements” and related disclosures in conformity with GAAP requires our managementManagement to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilitiesliabilities, in our consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the datetime of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our consolidated financial statements,statements and incomenotes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and expensescomplexity. duringAs theof periodsDecember reported.31, Actual2025, results could materially differ from those estimates. Wewe have identified the following critical accounting policiesestimates:

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations included in this Report under “Item 1. Financial Statements”.Report. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

We evaluated the Public Warrants and Private Placement Warrants in accordance with ASC 480 and ASC 815 and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Public Warrants and Private Placement Warrants from being accounted for as components of equity. As the Public Warrants and Private Placement Warrants meet the definition of a derivative as contemplated in ASC 815, they were recorded as derivative liabilities on the consolidated balance sheets included in this Report under “Item 1. Financial Statements” and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations included in this Report under “Item 1. Financial Statements” in the period of change. The determination of fair value for the warrant liabilities represents a significant estimate within the consolidated financial statements included in this Report under “Item 1. Financial Statements”.statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’sCompany managementadopted doesASU not2023-09 believein thefiscal year 2025 on a prospective basis. The adoption of ASU 2023-09 willdid not have a material impact on its condensedthe consolidated financial statements and disclosures.

Management does not believe there are any material recently issued, but not yet effective, accounting standards that, if currently adopted, would have a material effect on our condensed consolidated financial statements included in this Report under “Item 1. Financial Statements”.Report.

On October 23, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 5”). As a result, as of MarchJune 31,30, 2026, SAFE Agreements for an aggregate of $8,997,200 have been entered into. The SAFE Agreements will automatically convert upon the closing of the merger at $11.50 per share of IXAQ’s Common Stock. If the SAFE Agreements automatically convert upon the closing of the merger, in addition to 782,365 of IXAQ’s Common Stock, the SAFE Agreements are also convertible into an additional 94% of the number of shares of IXAQ’s Common Stock, or 735,423 shares to be held in escrow subject to the same Milestone Events outlined in the Merger Agreement under the Incentive Merger Consideration (the “Incentive Shares”) section.

In connection with the October 10, 2025 extraordinary general meeting, 909,330 shares were tendered for redemption for cash at an approximate price of $12.35 per share, for an aggregate of approximately $11.2 million. On November 4, 2025, November 18, 2025, December 19, 2025, January 23, 2026, February 20, 2026, March 23, 2026, April 21, 2026, June 8, 2026, July 1, 2026, July 14, 2026 and JulyAugust 14,31, 2026, the Company made teneleven deposits of $28,042 each into the Company’s Trust Account in connection with November 2025, December 2025, January 2026, February 2026, March 2026, April 2026, May 2026, June 2026, July 2026, August 2026 and AugustSeptember 2026 extension contributions to extend the life until November 12, 2025, December 12, 2025, January 12, 2026, February 12, 2026, March 12, 2026, April 12, 2026, May 12, 2026, June 12, 2026, July 12, 2026, August 12, 2026 and AugustSeptember 12, 2026, respectively.

On October 12, 2024, November 13, 2024, December 13, 2024, January 17, 2025, February 12, 2025, March 12, 2025, May 13, 2025, June 13, 2025, August 8, 2025, August 13, 2025 and September 15, 2025, the Company made twelve deposits of $48,311 for November, December, January, February, March, April, May, June, July, August, September and October extension contributions, respectively, to extend the life until October 12, 2025. On November 4, 2025, November 18, 2025, December 19, 2025, January 23, 2026, February 20, 2026 and March 23, 2026, April 21, 2026, June 8, 2026, July 1, 2026, July 14, 2026 and JulyAugust 14,31, 2026, the Company made teneleven deposits of $28,042 each into the Company’s Trust Account in connection with November 2025, December 2025, January 2026, February 2026, March 2026, April 2026, May 12, 2026, June 12, 2026, July 12, 2026, August 12, 2026 and AugustSeptember 12, 2026 extension contributions to extend the life until November 12, 2025, December 12, 2025, January 12, 2026, February 12, 2026, March 12, 2026 and April 12, 2026, May 12, 2026, June 12, 2026, July 12, 2026, August 12, 2026 and AugustSeptember 12, 2026, respectively.

As of MarchJune 31,30, 2026 and December 31, 2025, the outstanding principal under the Third Amended and Restated Extension Promissory Note was $3,955,175.$3,805,175 and $3,955,175, respectively.

Our entire activity since inception up to MarchJune 31,30, 2026 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial business combination target and we have been working on the initial business combination since it was entered into. We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income from the amount held in the Trust Account.

For the three months ended MarchJune 31,30, 2026, we had net income of approximately $1,960,000,$920,000, which consisted of approximately $1.9 million$560,000 from change in fair value of derivative warrant liability, approximately $61,000$55,000 in income from cash held in the Trust Account and approximately $35,400$305,000 in operating and formation income.

For the three months ended MarchJune 31,30, 2025, we had net incomeloss of approximately $242,000,$516,000, which consisted of approximately $373,000$75,000 in operating and formation expense and $746,000 from change in fair value of derivative warrant liabilityliability, andwhich were partially offset by approximately $150,000$154,000 in income from cash held in the Trust Account and interest$150,000 incomeof onbenefit anfrom operatingcredit account, which were partially offset by approximately $281,000 in operating and formation expenses.loss.

As of MarchJune 31,30, 2026 and 2025, we recorded a $3,453,208$4,032,958 and $1,349,167$1,866,583 account receivable related to a target delay charge. Simultaneously, a full allowance for credit loss of $3,453,208$4,032,958 and $1,349,167$1,866,583 werewas recognized as of MarchJune 31,30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026, we had approximately $373,000$104,000 in cash held outside of the Trust Account and a working capital deficit of approximately $6.7$6.5 million.

For the threesix months ended MarchJune 31,30, 2025,2026, net cash usedprovided inby operating activities was approximately $240,000.$244,000. Net income of approximately $242,000$2,881,000 was affected by income from cash held in the Trust Account of approximately $151,000,$117,000, change in fair value of warrant liabilities of approximately $373,000$2.4 million and changes in operating assets and liabilities provided approximately $41,000$97,000 of cash for operating activities. Cash used in investing activities resulted from monthly extension deposits into the Trust Account of $145,000.approximately $168,000. Cash providedused byin financing activities resulted from the proceeds from the Extension Promissory Notepayment of $386,000.promissory note – related party of $150,000.

As of MarchJune 31,30, 2026, we had cash held in the Trust Account of approximately $8.9$9.1 million. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable, if applicable, and deferred underwriting commissions) to complete our initial business combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

On October 6, 2021, we entered into an agreement with the IX Acquisition Services LLC, to pay up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or the liquidation, we will cease paying these monthly fees; however, the Sponsor waived these fees for the three and six months ended MarchJune 31,30, 2026 and 2025.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements.

The preparation of the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we have identified the following critical accounting estimates related to the Private Placement Warrants and Convertible Promissory Note.

The Company determined that the conversion feature within its Extension Promissory Note requires bifurcation as an embedded derivative under ASC 815. In determining the fair value of the embedded derivative, assumptions related to expected share-price volatility, expected term, risk-free interest rate and the probability of a Business Combination are utilized. Based on these assumptions, the Company determined that the fair value of the embedded derivative was $0 as of MarchJune 31,30, 2026.