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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 9, 2023
IX ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40878 |
|
98-1586922 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
, London, W1K 5JH
United Kingdom
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code +44 (0) (203) 908-0450
Not Applicable
(Former name or former address, if changed since last report)
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) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Units, each consisting of Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
|
IXAQU |
|
The Nasdaq Stock Exchange LLC |
Class A ordinary shares, par value $0.0001 per share |
|
IXAQ |
|
The Nasdaq Stock Exchange LLC |
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
IXAQW |
|
The Nasdaq Stock Exchange LLC |
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 x
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 3.01. Notice of Delisting or Failure
to Satisfy Continued Listing Rule or Standard; Transfer of Listing.
On
October 9, 2023, IX Acquisition Corp., a Cayman Islands exempted company (the “Company”),
received a letter (the “Total Shareholders Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company
to main at least 400 total holders for continued listing on the Nasdaq Global Market. The Total Shareholders Notice stated that the Company
has until November 24, 2023 to provide Nasdaq with a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension
of up to 180 calendar days from the date of the Total Shareholders Notice to evidence compliance. If Nasdaq does not accept the Company’s
plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The
Total Shareholders Notice has no immediate effect on the listing of the Company’s securities, and the Company’s securities
continue to trade on the Nasdaq Global Market.
The
Company intends to provide Nasdaq, on or prior to November 24, 2023, with the Company’s plan to meet the requirements under Nasdaq
Listing Rule 5450(a)(2), and will evaluate available options to regain compliance. However, there can be no assurance that the Company
will be able to regain compliance under Nasdaq Listing Rule 5450(a)(2), or will otherwise be in compliance with other Nasdaq listing criteria.
The
Company, by filing this Current Report Form 8-K, discloses its receipt of the Total Shareholders Notice in accordance with Nasdaq Listing
Rule 5810(b).
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On
October 10, 2023, Mr. Henry Choi resigned from the board of directors of
the Company (the “Board”) and from each
of the Audit and Compensation Committees, effective upon the Board’s acceptance of his resignation. The Board accepted Mr. Choi’s
resignation on October 10, 2023. Mr. Choi’s resignation was not due to any disagreement with the Company, the Board, or management
on any matter related to the Company’s operations, policies or practices.
To
fill the vacancy created by the resignation of Mr. Choi, on October 10, 2023, the Board appointed Teresa Barger to serve as a Class I
director on the Board, and as a member of the Audit Committee and Compensation Committee, effective immediately.
Teresa
Barger, age 68, has been the Co-Founder and Chief Executive Officer of Cartica Management, an emerging markets listed-equity fund management
firm since 2007. From 1986 to 2007, Ms. Barger worked at the International Finance Corporation (“IFC”) and served in many
positions from Investment Officer to Division Manager to Director, where she was responsible for investment review, private equity and
investment funds, corporate governance and capital markets development. Before joining IFC, Ms. Barger was with McKinsey & Company
from 1982 to 1986. In addition, Ms. Barger is a lifetime member of the Council on Foreign Relations and serves on the boards of American
University in Cairo, National Investment and Infrastructure Fund of India, and American Near East Refugee Aid. Ms. Barger also serves
on the Advisory Council of the Princeville Climate Tech Fund and is a member of the Advisory Committee On Voluntary Foreign Aid for the
United States Agency for International Development. From January 2021 to April 2022, Ms. Barger was a member of the board of directors
of Poema Global Holdings Corp. (Nasdaq: PPGH.U), a blank check company which was merged with Gogoro Inc., a company providing battery
swapping ecosystems, in April 2022. Ms. Barger received her Bachelor of Arts magna cum laude from Harvard College and her MBA from the
Yale School of Management. Ms. Barger also did post graduate work at the American University in Cairo. Ms. Barger is qualified to serve
as a director due to her significant experience in finance, capital markets and corporate governance.
There
are no family relationships between Ms. Barger and any director or executive officer of the
Company. There are no transactions between the Company and Ms. Barger that are subject to
disclosure under Item 404(a) of Regulation S-K.
In connection with the
appointment of Teresa Barger to the Board, the Company entered into a joinder to the letter agreement and indemnity agreement with Ms.
Barger, on substantially the same terms as the form of letter agreement and form of indemnity agreement previously entered into by and
between the Company and each of its other officers and directors in connection with the Company’s initial public offering. The form
of the Company’s letter agreement is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
by the Company with the Securities and Exchange Commission (the “SEC”) on October 13, 2021. The form of the Company’s
indemnity agreement is included as Exhibit 10.6 to Amendment No. 1 to the Registration Statement on Form S-1 of the Company filed with
the SEC on September 30, 2021.
Item 8.01. Other Events.
On October 12, 2023, the Company
issued a press release announcing that the Board has elected to extend the date by which the Company has to consummate a business combination
(the “Deadline Date”) from October 12, 2023 for an additional month to November 12, 2023. The Company’s Amended and
Restated Memorandum and Articles of Association (the “Articles”) provides the Company with the right to extend the Deadline
Date twelve times for an additional one month each time (each, an “Extension”), from April 12, 2023, the initial Deadline
Date, to up to April 12, 2024. In connection with the seventh Extension, the Board delivered IX Acquisition Sponsor LLC (the “Sponsor”)
a written request to draw down $160,000 under its previously-disclosed promissory note for the seventh Extension. On or before October
12, 2023, the Sponsor will deposit $160,000 into the Company’s trust account in connection with the seventh Extension.
A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: October 12, 2023 |
|
|
Exhibit 99.1
IX Acquisition Corp. Announces
Seventh Extension of Deadline to Complete Initial
Business Combination
New York, NY, October 12, 2023 -- IX Acquisition
Corp. (Nasdaq: IXAQ) (the “Company”) announced today that its board of directors (the “Board”) has decided to
extend the date by which the Company must consummate an initial business combination (the “Deadline Date”) from October 12,
2023 for an additional month, to November 12, 2023. This is the seventh of twelve potential one-month extensions of the Deadline Date
available to the Company pursuant to its Amended and Restated Memorandum and Articles of Association. The Company further announced that
on or before October 12, 2023, IX Acquisition Sponsor LLC will deposit $160,000 into the Company’s trust account in connection with
this extension.
About IX Acquisition Corp.
IX Acquisition Corp. is a blank check company
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses. For more information, please visit https://www.ixacq.com.
Contacts
For investor and media inquiries:
contact@ixacq.com
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