IXAQU IX Acquisition Corporation

 

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): December 1, 2023 (November 30, 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.)

 

53 Davies Street, 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 8.01. Other Events.

 

On November 30, 2023, IX Acquisition Corp. (the “Company”) issued a press release (the “Press Release”) announced that it filed a definitive proxy statement (the “Proxy Statement”) on November 24, 2023 with the US Securities and Exchange Commission (the “SEC”) to seek shareholder approval to, among other proposals, extend the period of time the Company will have to consummate its initial 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 Company’s board of directors (the “Board” and such action, the “Second Extension”). The Company’s shareholders previously approved an extension of the time the Company has to consummate a business combination from April 12, 2023 to May 12, 2023, and to allow the Company, without another shareholder vote, by resolution of the Board, to elect to further extend such deadline in one-month increments up to eleven additional times, until April 12, 2024 (the “First Extension”).

 

For each month of the Second Extension, IX Acquisition Sponsor LLC, the Company's sponsor will deposit additional funds into the trust account in an amount equal to the lesser of (x) $50,000 or (y) $0.015 for each of the Company’s public shares that remains outstanding and is not redeemed in connection with the Second Extension (the “Contributions”). The Contributions will be placed in the Company's trust account with Morgan Stanley. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended, on November 13, 2023, the Company instructed the trustee of the trust account to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand deposit account, which is currently expected to earn approximately 4.5% interest. If the Second Extension is approved, the Contributions for December 12, 2023 to April 12, 2024 could be less than the per share amount holders of the public shares would receive in connection with the First Extension from December 12, 2023 to April 12, 2024 if the Second Extension is not approved.

 

Because the Company is domiciled in the Cayman Islands, any redemption of its ordinary shares would not be subject to the excise tax established by the Inflation Reduction Act of 2022 (the “Excise Tax”). If the Company were to become subject to the Excise Tax in the future, whether in connection with the consummation of a business combination with a U.S. company (including if the Company were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether and to what extent the Company would be subject to the Excise Tax on a redemption of its ordinary shares would depend on a number of factors.  If the Company were to become a covered corporation in the future, the per-share redemption amount payable from the Trust Account (including any interest earned on the funds held in the trust account) to the holder of the public shares in connection with a redemption of the Company’s shares are not expected to be reduced by any Excise Tax imposed on the Company.

 

The extraordinary general meeting in lieu of an annual general meeting of the Company’s shareholders (the “Meeting”) will be held in person at 12:00 p.m. Eastern Time on December 11, 2023 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105. The Company encourages its shareholders to vote in favor of the Second Extension and each other proposal described in the Proxy Statement.

 

The Company's shareholders of record at the close of business on the record date, November 8, 2023, are entitled to vote the ordinary shares owned by them at the Meeting. Every shareholder's vote is very important, regardless of the number of shares held, and the Company requests the prompt submission of votes.

 

Shareholders may vote online at https://www.cstproxy.com/ixacq/2023 by following the instructions on their provided proxy card. If the shares are held in an account at a brokerage firm or bank, shareholders must instruct their respective broker or bank how to vote the shares, or the shareholders may cast their vote online at www.cstproxyvote.com by obtaining a proxy from the respective brokerage firm or bank.

 

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated November 30, 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 1, 2023

 

Exhibit 99.1

 

IX Acquisition Corp. Files Definitive Proxy Statement for Shareholder Meeting Seeking Second Extension

 

LONDON, Nov. 30, 2023 (GLOBE NEWSWIRE) -- IX Acquisition Corp. (NASDAQ: IXAQ) (the “Company”), a blank check company incorporated as a Cayman Islands exempted company, today announced that it filed a definitive proxy statement (the “Proxy Statement”) on November 24, 2023 with the US Securities and Exchange Commission (the “SEC”) to seek shareholder approval to, among other proposals, extend the period of time the Company will have to consummate its initial 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 Company’s board of directors (the “Board” and such action, the “Second Extension”). The Company’s shareholders previously approved an extension of the time the Company has to consummate a business combination from April 12, 2023 to May 12, 2023, and to allow the Company, without another shareholder vote, by resolution of the Board, to elect to further extend such deadline in one-month increments up to eleven additional times, until April 12, 2024 (the “First Extension”).

 

For each month of the Second Extension, IX Acquisition Sponsor LLC, the Company's sponsor will deposit additional funds into the trust account in an amount equal to the lesser of (x) $50,000 or (y) $0.015 for each of the Company’s public shares that remains outstanding and is not redeemed in connection with the Second Extension (the “Contributions”). The Contributions will be placed in the Company's trust account with Morgan Stanley. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended, on November 13, 2023, the Company instructed the trustee of the trust account to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand deposit account, which is currently expected to earn approximately 4.5% interest. If the Second Extension is approved, the Contributions for December 12, 2023 to April 12, 2024 could be less than the per share amount holders of the public shares would receive in connection with the First Extension from December 12, 2023 to April 12, 2024 if the Second Extension is not approved.

 

Because the Company is domiciled in the Cayman Islands, any redemption of its ordinary shares would not be subject to the excise tax established by the Inflation Reduction Act of 2022 (the “Excise Tax”). If the Company were to become subject to the Excise Tax in the future, whether in connection with the consummation of a business combination with a U.S. company (including if the Company were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether and to what extent the Company would be subject to the Excise Tax on a redemption of its ordinary shares would depend on a number of factors.  If the Company were to become a covered corporation in the future, the per-share redemption amount payable from the Trust Account (including any interest earned on the funds held in the trust account) to the holder of the public shares in connection with a redemption of the Company’s shares are not expected to be reduced by any Excise Tax imposed on the Company.

 

The extraordinary general meeting in lieu of an annual general meeting of the Company’s shareholders (the “Meeting”) will be held in person at 12:00 p.m. Eastern Time on December 11, 2023 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105. The Company encourages its shareholders to vote in favor of the Second Extension and each other proposal described in the Proxy Statement.

 

The Company's shareholders of record at the close of business on the record date, November 8, 2023, are entitled to vote the ordinary shares owned by them at the Meeting. Every shareholder's vote is very important, regardless of the number of shares held, and the Company requests the prompt submission of votes.

 

Shareholders may vote online at https://www.cstproxy.com/ixacq/2023 by following the instructions on their provided proxy card. If the shares are held in an account at a brokerage firm or bank, shareholders must instruct their respective broker or bank how to vote the shares, or the shareholders may cast their vote online at www.cstproxyvote.com by obtaining a proxy from the respective brokerage firm or bank.

 

 

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.

 

Additional Information and Where to Find It

 

The Company urges investors, shareholders and other interested persons to read the Proxy Statement, as well as other documents filed by the Company with the SEC, because these documents contain important information about the Company and the Second Extension. The Proxy Statement is being mailed to shareholders of the Company as of a record date of November 8, 2023, on or about November 27, 2023. Shareholders may obtain copies of the Proxy Statement, without charge, at the SEC's website at www.sec.gov or by directing a request to: https://www.ixacq.com.

 

Participants in Solicitation

 

The Company and its directors, executive officers and other members of their management may be deemed to be participants in the solicitation of proxies of the Company's shareholders in connection with the proposals described therein. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company's directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated above.

 

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 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 SEC, including the Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 2021 and 2022 under the heading “Risk Factors,” the Proxy Statement under 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.

 

SOURCE IX Acquisition Corp.

 

 

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Cover	Nov. 30, 2023
Document Information [Line Items]
Document Type	8-K
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Entity File Number	001-40878
Entity Registrant Name	IX ACQUISITION CORP.
Entity Central Index Key	0001852019
Entity Tax Identification Number	98-1586922
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	53 Davies Street
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1K 5JH
City Area Code	203
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Pre-commencement Issuer Tender Offer	false
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Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant
Trading Symbol	IXAQU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IXAQ
Security Exchange Name	NASDAQ
Redeemable Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	IXAQW
Security Exchange Name	NASDAQ

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