IX Acquisition Corp.

IX Acquisition Corp.

Overview

• Cayman Islands exempted company formed as a blank-check (special purpose acquisition company, SPAC).
• Purpose: complete a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more target businesses.
• Status: a shell company with no operations and nominal assets prior to completing a business combination.

Current operations and financial position

• Operations: none to date; no revenue reported.
• Trust Account:
  • At IPO close, $231,150,000 was placed in a Trust Account.
  • As of November 13, 2023, investments in the Trust were liquidated; as of December 31, 2025, the Trust held an interest-bearing demand deposit account (cash).
  • As of December 31, 2025, cash in the Trust Account was approximately $8.8 million.
  • Funds in the Trust are generally restricted for use except for tax payments, dissolution expenses, and amounts related to completing a business combination (subject to applicable law).

IPO, founders and post-IPO structure

• IPO (October 12, 2021):
  • Sold 23,000,000 units (including 3,000,000 units from an over-allotment exercise) at $10.00 per unit.
  • Gross proceeds from the IPO: $230,000,000.
  • Each unit consisted of one Class A ordinary share and one half of one redeemable warrant (one whole warrant entitles the holder to purchase one Class A share at $11.50).
• Founders and private placement:
  • Sponsor: IX Acquisition Services LLC.
  • Founder Shares: 5,750,000 held by the sponsor; 1,747,879 Founder Shares sold to anchor investors at IPO.
  • Private Placement Warrants: 6,150,000 sponsor warrants (sold at $1.00 each) and 1,000,000 underwriters’ private placement warrants (sold at $1.00 each) issued concurrently with the IPO.
  • Proceeds from the private placements: $7,150,000 in total, with some proceeds added to the Trust Account.
• Post-IPO equity features:
  • Private placement warrants are subject to lock-ups and registration rights; certain terms are tied to the sponsor and underwriters.
  • Deferred underwriting discounts exist and are payable upon successful completion of a business combination.

Proposed business combination with AERKOMM Inc.

• Target: AERKOMM Inc., a Nevada corporation described as an asset-light satellite communication technology company.
• Business description: provides carrier-neutral, software-defined infrastructure to deliver multi-orbit satellite broadband connectivity and holds proprietary antennas and modems.
• Merger Agreement: executed March 29, 2024, between the Company, a Merger Sub, and AERKOMM.
• Approvals and conditions: the board has approved and recommended the Merger; approvals by the Company’s and AERKOMM’s shareholders are required; closing is subject to customary conditions.
• Amendments to the Merger Agreement:
  • September 25, 2024: terminated sponsor/management lock-up at closing, adjusted escrowed Founder Shares from 50% to 25%, provided for working capital/extension payments, and allowed early termination if bankruptcy-related issues arise.
  • February 12, 2025: restated definitions for Indebtedness and Working Capital.
  • April 12, 2025: restated the Termination provision.
  • January 8, 2026: provided for the Company to become a Delaware corporation via merger into a new Delaware entity, addressing Cayman and Delaware law considerations.

Financing components (PIPE and SAFEs)

• PIPE:
  • Subscription agreements for $35,000,000 at $11.50 per share of AERKOMM common stock.
  • AERKOMM is seeking at least $65,000,000 in PIPE commitments (minimum $45,000,000 unless waived), inclusive of SAFE investments.
• SAFEs:
  • Multiple Simple Agreements for Future Equity entered into; aggregate SAFE commitments totaled $8,997,200 as of April 9, 2026.
  • SAFEs will automatically convert into Company common stock at closing; associated Incentive Shares, if applicable, may be held in escrow.
  • Accounting treatment: SAFEs are classified as liabilities and changes in their fair value are recognized in earnings under ASC 480/ASC 815 because they do not meet equity classification.
• Advisory and placement services:
  • Capital Markets Advisory Agreement with Benchmark as PIPE placement agent, with tiered fees (initially up to 5% of gross proceeds plus 2.5% for non-Benchmark purchasers, subject to a cap).
  • Amendments have adjusted or removed certain fees; sub-placement arrangements include parties such as Yuanta (Hong Kong) and others.

Extensions, sponsor contributions and redemptions

• The Company has extended the Combination Period multiple times through shareholder approvals and sponsor contributions to cover extension costs.
• Examples of extension mechanics and sponsor contributions:
  • First extension (2023): sponsor contributed up to $50,000 per month for extensions.
  • Second extension (December 2023): added a contribution mechanism tied to extensions.
  • Third and fourth extensions (October 2024 and October 2025): sponsor contribution formula adjusted (for example, the lesser of $40,000 or $0.04 per share per month); monthly extension deposits continued to fund extensions to October 12, 2026 and beyond.
• Redemption events accompanied each extension, with material redemption amounts recorded:
  • October 2025: 909,330 shares redeemed, approximately $11.2 million.
  • October 2024: 1,235,698 shares redeemed, approximately $14.3 million.
  • Multiple redemption events across extensions reduced Trust balances and were offset by sponsor deposits to maintain the extension timeline.

Capital structure and corporate status

• Public shareholders generally have redemption rights in connection with a business combination; Founder Shares and certain anchor investor holdings are subject to waivers of redemption rights.
• Management and employees:
  • One officer: Noah Aptekar.
  • No full-time employees are anticipated prior to the completion of a business combination.
• Principal executive office: 53 Davies Street, London, UK; operations are largely virtual/remote.
• Regulatory and reporting status: the Company is an emerging growth company and a smaller reporting company, subject to SEC reporting (10-K, 10-Q and related disclosures).

Summary

IX Acquisition Corp. is a Cayman Islands SPAC formed to complete a business combination. The Company has no operations or revenue to date and is pursuing a merger with AERKOMM Inc., a satellite broadband infrastructure company. Financing for the proposed transaction includes PIPE commitments and multiple SAFE investments, and the Trust Account held approximately $8.8 million in cash as of December 31, 2025. The Merger Agreement has been amended several times, and closing remains subject to shareholder approvals and customary closing conditions.