Real-time Form 4 intelligence. Smarter insider tracking.
YoY shift: Neutral
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is -0.00pp more bearish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
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Not scored
Net-tone change vs last year's 10-K.
MD&A
-0.00pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
No section text extracted for this filing. The 10-K may use a non-standard template that the parser doesn't recognize - the original doc is still linked in the Stats tab.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
loss+3
delay+2
closing+1
Positive rising
benefit+2
MD&A (Item 7)
8,560 words
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K.
This Annual Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Cautionary Note Regarding Forward-Looking Statements,” “Summary of Risk Factors,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on March 1, 2021 as a Cayman Islands exempted company for the purpose of effecting a business combination. We have not selected any business combination target, but we have had substantive discussions with potential business combination targets. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private placement, the proceeds of the sale of our shares in connection with our initial business combination pursuant to the forward purchase agreements (or backstop agreements we may enter into or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.
The registration statement was declared effective on October 6, 2021. On October 12, 2021, we consummated the Initial Public Offering of 23,000,000 Units, including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating total gross proceeds of $230,000,000.
Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,150,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in the private placement to our sponsor, Cantor and Odeon generating gross proceeds of $7,150,000.
Upon the closing of the Initial Public Offering on October 12, 2021, an amount of $231,150,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the private placement was placed in the Trust Account and was initially invested only in Treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct Treasury obligations. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, on November 13, 2023 we instructed Continental 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 at a bank, with Continental continuing to act as trustee, until the earliest of: (i) the completion of the initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of our obligation to redeem 100% of the public shares if we do not complete the initial business combination within the Combination Period; and (iii) absent an initial business combination within the Combination Period, the return of the funds held in the Trust Account to the Public Shareholders as part of the redemption of the public shares.
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The Merger Agreement
On March 29, 2024, the Company entered into a Merger Agreement, by and among the Company, AKOM Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“ Merger Sub ”), and AERKOMM Inc., a Nevada corporation (“ AERKOMM ”) (as it may be amended and/or restated from time to time, the “ Merger Agreement ”).
The parties to the Merger Agreement have made customary representations, warranties and covenants.
Amendments to the Merger Agreement
On September 25, 2024, the Company, Merger Sub and AERKOMM entered into an amendment to the Merger Agreement to (1) provide that any lock-up period applicable to the sponsor or any officers, directors or affiliates of the Company will terminate at the closing of the merger, (2) change the percentage of the Founder Shares being treated as escrowed sponsor shares from 50% to 25%, (3) add a provision providing for the Company to pay certain amounts to the Company to cover its working capital and extension expenses, and (4) add a provision that the Company may terminate the Merger Agreement at any time prior to the closing date if AERKOMM or any subsidiary of AERKOMM enters into voluntary bankruptcy or fails to remove within 60 days any petition in bankruptcy filed against it prior to closing.
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”.
On April 12, 2025, the Company and AERKOMM entered into a third amendment to the Merger Agreement in which Section 10.1 was amended and restated.
On January 8, 2026, the Company and AERKOMM entered into a fourth amendment to the Merger Agreement in which the Company became a Delaware corporation by means of a merger with and into a newly formed Delaware corporation, AKOM Inc., pursuant to the Cayman Islands Companies Law and the applicable provisions of the DGCL, with AKOM Inc. becoming the surviving corporation in the merger. Consequently, if the Merger Agreement is approved by the Company’s shareholders, the Company will re-domicile into the State of Delaware and become a Delaware corporation by way of a merger of the Company with and into AKOM Inc.
Agreements Related to the Merger Agreement
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, the Company entered into the Sponsor Support Agreement with the sponsor, pursuant to which the sponsor agreed to, among other things, (i) vote all of its shares in favor of each Company proposal sought by the Company with respect to the Merger Agreement or the transactions contemplated thereby, (ii) vote against any alternative proposal or proposal relating to a business combination transaction, (iii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and transactions relating to the Merger), (iv) vote against any change in the business, management or board of directors of the Company (other than in connection with the merger), (v) vote against any proposal that would impede the merger or that would result in a breach with respect to any obligation or agreement of the Company, Merger Sub or the sponsor under the Merger Agreement or the Sponsor Support Agreement, and (vi) vote in favor of any proposal to extend the period of time the Company is afforded under its organizational documents to consummate an initial business combination, in each case, subject to the terms and conditions of the Sponsor Support Agreement.
In addition, the sponsor agreed to be bound by exclusivity and publicity sections of the Merger Agreement.
AERKOMM Support Agreement
In connection with the execution of the Merger Agreement, the Company, AERKOMM and certain shareholders of AERKOMM entered into the AERKOMM Support Agreement pursuant to which the AERKOMM supporting shareholders agreed to, among other things,(i) vote to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the merger (“ AERKOMM Transaction Proposals ”); (ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by AERKOMM (other than the Merger Agreement and the transactions relating to the merger); (iii) vote against any change in the business (to the extent in violation of the
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Merger Agreement), management or board of directors of AERKOMM (other than in connection with AERKOMM Transaction Proposals and the transactions contemplated thereby); and (iv) vote against any proposal that would impede the merger or that would result in a breach with respect to any obligation or agreement of AERKOMM or the AERKOMM securityholders under the Merger Agreement or AERKOMM Support Agreement.
In addition, AERKOMM Supporting Shareholders agreed to be bound by exclusivity and publicity sections of the Merger Agreement.
The PIPE Investment
Concurrently with the execution of the Merger Agreement, the Company and AERKOMM entered into subscription agreements (the “ Subscription Agreements ”) with certain accredited investors providing for investments in AERKOMM’s common stock in a private placement for an aggregate cash amount of $35,000,000 at $11.50 per share of AERKOMM’s common stock (the “ PIPE Investment ”).
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 minus the investment amount obtained pursuant to SAFE Agreements and will consummate the transactions contemplated by the Subscription Agreements on the terms described therein.
The SAFE Investment
Pursuant to the Merger Agreement, AERKOMM will enter into simple agreements for future equity, in the form and substance as reasonably agreed upon by the Company and AERKOMM (the “ SAFE Agreements ”), with certain investors providing for investments in shares of AERKOMM common stock in a private placement in an aggregate amount not less than $15,000,000 (exercising reasonable best efforts to secure $5,000,000 within twenty (20) business days of the date of the Merger Agreement, another $5,000,000 within forty (40) business days of the date of the Merger Agreement, and another $5,000,000 within sixty (60) business days of the date of the Merger Agreement) that will automatically convert upon the closing at $11.50 per share of Company common stock and in accordance with such SAFE Agreements and the Merger Agreement (the “ SAFE Investment ”).
As of August 12, 2024, an aggregate of $2.6 million of SAFE Investment has been made. The SAFE Investment will initially be placed in an escrow account and may be released from such escrow account to an account of the Company pursuant to the joint written instructions of the Company and AERKOMM.
On December 4, 2024, the Company and AERKOMM entered into one new SAFE Agreement.
On June 9, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 3”). On July 23, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 4”). On September 5, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 4.2”).
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 April 9, 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.
Capital Markets Advisory Agreement
On September 29, 2024, the Company and AERKOMM signed an engagement letter to appoint Benchmark to serve as a non-exclusive PIPE placement agent for a private placement of securities of approximately $30,000,000 or such other amount as will be determined by the parties. Upon successful completion of the private offering, the Company and AERKOMM will pay Benchmark 5% of the gross proceeds of any equity or equity linked securities raised in the private offering plus 2.5% of the gross proceeds of any equity or equity linked securities raised in the private offering from purchasers of securities not introduced by Benchmark, up to a cap of
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$400,000. Both the $35,000,000 in PIPE subscriptions and the SAFE Agreements will not be assessed with regard to non-Benchmark introductions.
On October 9, 2024, the Company and AERKOMM entered into an amendment with Benchmark that 2.5% of the gross proceeds of any equity or equity linked securities raised in the Offering from purchasers of securities not introduced by Benchmark, up to a cap of $400,000 total in Company Sourced Offering Fees. The Company-sourced Offering Fee shall not be assessed on the issuance of SAFE Agreements by AERKOMM, which represents a separate offering of a separate security. The Company-sourced Offering Fee shall also be assessed on the $35,000,000 in PIPE commitments already signed by the Company and AERKOMM, and subject to the $400,000 if Benchmark acts as a Placement Agent in respect of the transaction.
On November 26, 2024, the Company and AERKOMM entered into a second amendment with Benchmark that Benchmark shall be entitled to engage sub-placement agents in connection with the Offering. The Company and AERKOMM agree that any fees payable to sub-placement agents shall be in addition to the Company Sourced Offering Fee payable to Benchmark.
On December 9, 2024, the Company and AERKOMM entered into Sub Placement Agreement with Yuanta Securities (Hong Kong) Company Limited (“ Yuanta ”). In connection with its services under the Sub Placement Agreement, Yuanta may solicit potential investors for both the Company and AERKOMM. Benchmark agreed to pay Yuanta a sub-placement fee of an amount equal to three percent (3%) of gross sales proceeds received by the Company and AERKOMM attributed to securities placed by or solicited through Yuanta.
Commercial Funding and Repayment Agreement
On July 15, 2025, the Company entered into a Commercial Funding and Repayment Agreement by and among the Sponsor and AERKOMM. (the “CFR Agreement”).
Pursuant to the CFR Agreement, AERKOMM agreed to fund the Company $130,000 for working capital needs from May 12, 2025 through December 12, 2025 for a total of $910,000.
On June 12, 2025, September 10, 2025, October 17, 2025 and October 30, 2025 the Company received $520,000, $100,000, $40,000 and $90,000, respectively, for a total of $750,000 from AERKOMM for working capital needs. The Company recognized $910,000, representing seven months of the working capital financing, resulting in $160,000 due from AERKOMM as of December 31, 2025. The amount recognized was recorded as a reduction to operating and formation expenses. On January 7, 2026, the Company received $125,000 from AERKOMM leaving a receivable of $35,000.
Extension of Our Combination Period
On April 10, 2023, we held the April 2023 Extraordinary Meeting, at which, our shareholders approved, among other things: (i) the Extension Proposal; (ii) the Redemption Limitation Amendment Proposal; and (iii) the Founder Share Amendment Proposal. Under Cayman Islands law, the amendments to the Amended and Restated Memorandum and Articles of Association took effect upon approval of the Extension Proposal, Founder Share Amendment Proposal and Redemption Limitation Amendment Proposal.
In connection with the votes to approve the Extension Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment 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. After the satisfaction of the Redemptions, the balance in the Trust Account was approximately $48 million.
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 announced 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 February 12, 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 April 26, 2023, May 15, 2023, June 15, 2023, July 13, 2023, August 15, 2023, September 12, 2023, October 16, 2023 and November 30, 2023, the Sponsor deposited $160,000 into the Company’s Trust Account in connection with the first, second, third, fourth, fifth, sixth, seventh and eighth extension.
On January 19, 2024, the Company announced that the board has 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
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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 announce every month. In the event that the board of directors elects not to extend, they will announce 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 was $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.
On October 9, 2024, the Company held the October 2024 Extraordinary Meeting. At the October 2024 Extraordinary Meeting, the Third Extension Amendment Proposal was approved.
In connection with the approval of the Third Extension Amendment Proposal, the sponsor’s Contribution to the Company was the lesser of (x) $50,000 or (y) $ 0.03 for each Class A ordinary share included as part of the units sold in the Initial Public Offering, the public shares, that remains outstanding and was not redeemed for each calendar month (commencing on October 12, 2024 and on the 12th day of each subsequent month) until October 12, 2025, or portion thereof, that is needed to complete a business combination.
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 was $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.
In connection with the October 2024 Extraordinary Meeting, the Company made monthly deposits of $48,311 into the trust account from October 2024 through September 2025, for an aggregate amount of $579,735, consisting of $144,934 from October through December 2024 and $434,801 from January through September 2025 to extend the Company’s life to October 12, 2025.
On October 10, 2025, the Company held an extraordinary general meeting of its shareholders (the “ October 2025 Extraordinary Meeting ”). At the October 2025 Extraordinary Meeting, the Fourth Extension Amendment Proposal was approved.
In connection with the approval of the Fourth Extension Amendment Proposal, the sponsor’s Contribution to the Company was the lesser of (x) $ 40,000 or (y) $ 0.04 for each Class A ordinary share included as part of the units sold in the Initial Public Offering, the public shares, that remains outstanding and was not redeemed for each calendar month (commencing on October 12, 2025 and on the 12th day of each subsequent month) until October 12, 2026, or portion thereof, that is needed to complete a business combination.
In connection with the October 2025 Extraordinary 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 and March 23, 2026, the Company made six deposits of $28,042 each into the Company’s trust account in connection with November, December, January 2026, February 2026, March 2026 and April 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, respectively.
Contribution and Extension Promissory Note
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
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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.
Additionally, the sponsor agreed that if the Extension Proposal was approved, it or its designee would deposit into the Trust Account, as a loan, the Contribution on each of the following dates: (i) April 13, 2023; and (ii) one business day following our public announcement disclosing that the board of directors has determined to extend the extended date for an additional month in accordance with the Extension Proposal. Subsequently, the sponsor agreed that if the Extension Proposal was approved, it or its designee would deposit into the Trust Account, as a loan, the Contribution within seven days of the 12th day of each month pursuant to the board of directors determining to extend the extended date for an additional month in accordance with the Second Extension Proposal.
In connection with the Contribution and advances the sponsor may make in the future to us for working capital expenses, on April 13, 2023, the Company issued the original extension promissory note, a convertible promissory note to the sponsor with a principal amount up to $1 million (the “ Original Extension Promissory Note ”). On September 8, 2023, we issued the amended and restated extension promissory note in the principal amount of up to $2.5 million to the sponsor (the “ Amended and Restated Extension Promissory Note ”), to amend and restate the Original Extension Promissory Note. The Amended and Restated Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date of the Company’s liquidation. At the election of the sponsor, up to $1,500,000 of the unpaid principal balance under the Amended and Restated Extension Promissory Note may be converted into conversion warrants at the price of $1.00 per warrant. Such conversion warrants will have terms identical to the warrants issued to the sponsor in the private placement.
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 was $50,000 per month needed for the Company to complete a Business Combination.
On April 18, 2024, we issued the amended and restated promissory note in the principal amount of up to $3.5 million to the sponsor (the “ Second Amended and Restated Promissory Note ”), to amend and restate the Amended and Restated Extension Promissory Note. The Second Amended and Restated Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date of the Company’s liquidation. At the election of the sponsor, up to $1,500,000 of the unpaid principal balance under the Second Amended and Restated Extension Promissory Note may be converted into conversion warrants at the price of $1.00 per warrant. Such conversion warrants will have terms identical to the warrants issued to the sponsor in the private placement.
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 was $48,311 per month needed for the Company to complete a Business Combination.
In connection with the Contribution and advances the sponsor may make in the future to us for working capital expenses, on September 20, 2024, the Company issued the third amended and restated extension promissory note in the principal amount of up to $4.5 million to the sponsor (the “ Third Amended and Restated Extension Promissory Note ”), to amend and restate the Second Amended and Restated Promissory Note. The Third Amended and Restated Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date of the liquidation of the Company. At the election of the sponsor, up to a maximum amount of $1,500,000 of the unpaid principal balance under the Notes may be converted into conversion warrants at the price of $1.00 per warrant. Such conversion warrants will have terms identical to the warrants issued to the sponsor in a private placement that closed simultaneously with the Company’s Initial Public Offering.
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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, the Company made six deposits of $28,042 each into the Company’s trust account in connection with November, December, January 2026, February 2026, March 2026 and April 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, respectively.
As of December 31, 2025, the outstanding principal under the Third Amended and Restated Extension Promissory Note was $3,955,175.
Founder Conversion
On May 9, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association and the approval of the Founder Share Amendment Proposal, the sponsor, the holder of an aggregate of 4,002,121 of the Class B ordinary shares, elected to convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A ordinary shares, with immediate effect in the founder conversion. Following this founder conversion and the redemptions, we had an aggregate of 8,665,842 Class A ordinary shares and 1,747,879 Class B ordinary shares issued and outstanding.
Recent Developments
Nasdaq Notice
On October 9, 2023, the Company received a letter (the “ Total Shareholders Notice ”) from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5450(a)(2), which required the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. The Total Shareholders Notice stated that the Company had until November 24, 2023 to provide Nasdaq with a plan to regain compliance. On November 24, 2023, the Company provided plan to Nasdaq for meeting the requirements under Nasdaq Listing Rule 5450(a)(2), and evaluated available options to regain compliance.
On October 12, 2023, the Company filed a Current Report on Form 8-K with the SEC to disclose its receipt of the Total Shareholders Notice in accordance with Nasdaq Listing Rule 5810(b).
On January 18, 2024 the Company provided an update to Nasdaq of its progress on fulfilling the plan to regain compliance and received a request to provide an additional update to Nasdaq on February 20, 2024.
On February 20, 2024 the Company again updated Nasdaq on its progress in fulfilling the plan to regain compliance and continues to be proactive in regaining compliance. Pursuant to the 180-day deadline from the letter received October 9, 2023, the date for the Company to demonstrate compliance is April 6, 2024.
On April 30, 2024, the Company received a letter from Nasdaq indicating that the Company did not regain compliance with the Nasdaq Listing Rule 5450(a)(2). Pursuant to the letter, unless the Company requested a hearing before the Nasdaq Hearings Panel by May 7, 2024, the Company’s securities would be subject to suspension and delisting from the Nasdaq Global Market at the opening of business on May 9, 2024, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq. The Company timely requested a hearing before the Nasdaq Hearings Panel and the hearing was held on June 18, 2024. On August 5, 2024, the Nasdaq Hearing Panel granted the Company’s request for continued listing on the Nasdaq Global Market and confirmed that the Company was in compliance with Nasdaq Listing Rule 5450(a)(2).
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 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.
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Additionally, on October 7, 2024, the Company submitted its initial listing application for conducting a change of control combination for the combined company on the Nasdaq Global Market—the application used for de-SPAC (special purpose acquisition company) business combinations. On October 11, 2024, Nasdaq provided the Company with a comment letter and required documentation that the Company will need to close the initial business combination.
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. On June 6, 2025, the Company filed a Form 25 Notification of Delisting with the SEC which removed the Company’s securities from on the Nasdaq Stock Market. The Company’s Common Stock, Units and Warrants began to be quoted its on the Pink Markets operated on The OTC Market systems (“OTC Market”) under the symbols “IXQUF,” “IXAQF” and “IXQWF.”
Results of Operations
Our entire activity since inception up to December 31, 2025 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 year ended December 31, 2025, we had net loss of approximately $842,000, which consisted of approximately $1.7 million from change in fair value of derivative warrant liability, approximately $1.1 million in operating and formation expenses, which were partially offset by approximately $541,000 in income from cash held in the Trust Account, $500,000 in benefit from credit loss related to the collection of target delay charges previously reserved and $910,000 in working capital financing from AERKOMM.
As of December 31, 2025 and 2024, we recorded a $3,125,542 and $500,000 account receivable related to a target delay charge, respectively. Simultaneously, a full allowance for credit loss of $3,125,542 and $500,000 were recognized as of December 31, 2025 and 2024.
For the year ended December 31, 2024, we had net loss of approximately $2.3 million, which consisted of approximately $1.2 million in income from investments held in the Trust Account, a loss of approximately $746,000 from change in fair value of derivative warrant liability and interest income on an operating account of approximately $68, which were partially offset by approximately $2.7 million in operating and formation expenses.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, and geopolitical instability, such as the military conflict in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.
Liquidity, Capital Resources and Going Concern
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, 2025, we had approximately $179,000 in cash held outside of the Trust Account and a working capital deficit of approximately $6.7 million.
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For the year ended December 31, 2025, net cash provided by operating activities was approximately $596,000. Net loss of approximately $842,000 was affected by income from cash held in the Trust Account of approximately $541,000, change in fair value of warrant liabilities of approximately $1.7 million, benefit from credit loss of $500,000 and changes in operating assets and liabilities provided approximately $801,000 of cash for operating activities. Cash provided by investing activities approximately $10.7 million resulted from monthly extension deposits into the Trust Account approximately $519,000 and redemption from Trust Account approximately $11.2 million. Cash used in financing activities resulted from the proceeds from the Extension Promissory Note of approximately $578,000, repayment of Extension Promissory Note of $480,000 and redemption of Class A ordinary shares of $11.2 million.
For the year ended December 31, 2024, net cash used in operating activities was approximately $1.4 million. Net loss of approximately $2.3 million was affected by income from investments held in the Trust Account of approximately $1.2 million and changes in operating assets and liabilities provided approximately $1.4 million of cash for operating activities. Cash provided by investing activities resulted from the redemption from the Trust Account of approximately $14.3 million and cash deposited into the Trust Account of $590,000. Cash used in financing activities resulted from the proceeds from the Extension Promissory Note of approximately $2 million and redemption of Class A ordinary shares of $14.3 million.
As of December 31, 2025, we had cash held in the Trust Account of approximately $8.8 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.
We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. In connection with our assessment of going concern considerations in accordance with ASC 205-40, we have until October 12, 2026, if all extensions of the extended date are exercised, to consummate a business combination. It is uncertain that we will be able to consummate a business combination by this time, and if a business combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of our Company.
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.
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 do not include any adjustments that might result from the outcome of this uncertainty.
Contractual Obligations
Registration Rights Agreement
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the registration statement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a business combination. We have granted Cantor and Odeon or their designees or affiliates certain registration rights relating to these securities. The underwriters of the Initial Public Offering may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement and may not exercise demand rights on more than one occasion. We bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
In connection with the Initial Public Offering, the underwriters, 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
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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.
The underwriters were paid a cash underwriting discount of $0.20 per Unit (excluding over-allotment Units) in the Initial Public Offering, or $4,000,000 in the aggregate upon the closing of the Initial Public Offering. In addition, $0.50 per Unit (excluding over-allotment Units), and $0.70 per over-allotment Unit (totaling $12,100,000 in aggregate) is payable to the underwriters for deferred underwriting commission. The deferred fee is 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 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 CF&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. 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.
Administrative Support 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 years ended December 31, 2025 and 2024.
Off-Balance Sheet Arrangements
As of December 31, 2025, we did not have any off-balance sheet arrangements.
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Critical Accounting Estimates and Standards
The preparation of the 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 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 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 December 31, 2025, we have identified the following critical accounting estimates:
Class A Ordinary Shares Subject to Possible Redemption
All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature, which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480, redemption provisions not solely within the control of our Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all public shares have been classified outside of permanent equity.
We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
Derivative Financial Instruments
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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities 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 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 in the period of change. The determination of fair value for the warrant liabilities represents a significant estimate within the consolidated financial statements.
Convertible Instruments
The Company accounts for its promissory notes that feature conversion options in accordance with ASC 815. ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Recent Accounting Pronouncements
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
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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 adopted ASU 2023-09 in fiscal year 2025 on a prospective basis. The adoption of ASU 2023-09 did not have a material impact on the consolidated financial statements and disclosures.
In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
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 consolidated financial statements included in this Report.
