DEF: IX Acquisition Seeks Fourth Extension Amid Nasdaq Delisting

IX Acquisition Corp. is seeking shareholder approval for a fourth extension to complete a business combination, pushing the deadline to October 2026, following its delisting from Nasdaq.

Summary

• Shareholders are invited to an Extraordinary General Meeting on October 8, 2025, to vote on three proposals.
• The primary proposal, the Fourth Extension Amendment, seeks to extend the deadline for completing a Business Combination from October 12, 2025, to October 12, 2026, on a monthly basis, without requiring monthly Board approval.
• This is the fourth extension sought by the company since its IPO in October 2021, indicating a prolonged search for a suitable business combination.
• The second proposal is to ratify CBIZ CPAs P.C. as the independent registered public accounting firm for the year ending December 31, 2025, following Marcum LLP's resignation due to an acquisition by CBIZ.
• The third proposal is an Adjournment Proposal, allowing the Board to adjourn the meeting if insufficient votes are received for the other proposals.
• As of September 19, 2025, the Trust Account held approximately $19.8 million, with a redemption price of approximately $12.31 per Public Share.
• The closing price of Class A Ordinary Shares on the Over-the-Counter Markets (OTCM) was $12.01 on September 21, 2025.
• The company's securities were delisted from Nasdaq on December 12, 2024, and now trade on the OTCM due to failure to complete a business combination within 36 months of its IPO.
• If the Fourth Extension is approved, the Sponsor will contribute, as a loan, the lesser of $40,000 or $0.03 per outstanding Public Share monthly into the Trust Account, which could be less than previous contributions.
• Public shareholders have the right to redeem their shares for cash at the redemption price if the Fourth Extension Amendment Proposal is approved.

Sentiment

Score: 3

Explanation: The sentiment is low due to the company's repeated inability to complete a business combination, leading to a fourth extension request and a delisting from Nasdaq. While the sponsor continues to provide funding, the overall situation indicates significant operational and market challenges, with a high risk of liquidation and worthless warrants if a deal is not secured.

Positives

• The Sponsor continues to provide financial support through monthly contributions to the Trust Account, demonstrating commitment to finding a Business Combination.
• Public shareholders retain the right to redeem their shares for cash at a per-share price based on the Trust Account value, providing an exit option.
• The proposed extension provides additional time for the company to identify and consummate a Business Combination, potentially preserving shareholder investment opportunity.

Negatives

• This is the fourth extension sought, indicating a repeated failure to complete a Business Combination within prior deadlines.
• The company's securities were delisted from Nasdaq and now trade on the Over-the-Counter Markets (OTCM), which typically results in reduced liquidity, market visibility, and analyst coverage.
• The current market price of Class A Ordinary Shares ($12.01) is below the redemption price ($12.31), suggesting a potential loss for shareholders selling on the open market.
• The proposed monthly Sponsor contribution for the Fourth Extension ($40,000 or $0.03 per share) could be less than the previous Third Extension ($50,000 or $0.03 per share), potentially reducing the per-share amount public shareholders would receive if the company liquidates.
• Warrants will expire worthless if a Business Combination is not completed, representing a complete loss for warrant holders.
• Redemptions by public shareholders could significantly reduce the funds available in the Trust Account, potentially hindering the ability to complete a Business Combination or requiring additional financing.

Risks

• There is no assurance that the Fourth Extension will enable the company to complete a Business Combination.
• Redemptions by public shareholders could leave the company with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all.
• Shareholders may be unable to recover their investment except through sales of shares on the open market, where the price may be volatile and liquidity is not assured.
• The Sponsor, officers, directors, and Anchor Investors own a substantial number of shares and can approve the Auditor Ratification and Adjournment Proposals without the vote of other shareholders.
• The company faces the risk of being deemed an investment company under the Investment Company Act of 1940, which would severely restrict its activities and could force liquidation.
• Holding Trust Account funds in an interest-bearing demand deposit account (since November 13, 2023) may result in less interest earned compared to original investments, potentially reducing redemption amounts.
• Certain potential Business Combinations may be subject to review or approval by regulatory authorities (e.g., CFIUS, U.S. Federal Communications Act), which could delay or prevent a transaction.
• Delisting from Nasdaq and trading on OTCM could lead to limited market quotations, 'penny stock' designation, reduced liquidity, limited news/analyst coverage, and decreased ability to issue additional securities or obtain financing.

Future Outlook

If the Fourth Extension Amendment Proposal is approved, the company expects to continue its efforts to find and consummate a Business Combination by October 12, 2026. If a Business Combination is identified, a separate shareholder meeting will be held for its approval. However, there is no assurance that a Business Combination will be completed, even with the extension.

Management Comments

• The Board believes it is in the best interests of the company and its shareholders to seek the Fourth Extension to allow additional time to complete a Business Combination.
• The Board has determined that without the Fourth Extension, there will not be sufficient time to complete a Business Combination, which would force the company to liquidate.
• The Board unanimously recommends that shareholders vote FOR the Fourth Extension Amendment Proposal, FOR the Auditor Ratification Proposal, and FOR the Adjournment Proposal (if presented).

Industry Context

This filing highlights the ongoing challenges faced by Special Purpose Acquisition Companies (SPACs) in identifying and completing suitable business combinations within their mandated timelines. The repeated need for extensions and the eventual delisting from a major exchange like Nasdaq to the Over-the-Counter Markets (OTCM) are indicative of the difficulties some SPACs encounter in a competitive and evolving regulatory environment. The shift to an interest-bearing demand deposit account for Trust Account funds also reflects efforts to mitigate risks associated with the Investment Company Act of 1940, a common concern for SPACs with extended lifespans.

Comparison to Industry Standards

• The company's repeated need for extensions (this being the fourth) to complete a business combination is below industry standards for SPACs, which typically aim to complete a transaction within 18-24 months of their IPO.
• The delisting from Nasdaq and subsequent trading on the OTCM is a significant negative deviation from industry norms for publicly traded companies, impacting liquidity and investor confidence.
• The current market price of Class A Ordinary Shares ($12.01) trading below the redemption price ($12.31) is a common indicator of investor skepticism regarding the SPAC's ability to find an attractive target or complete a value-accretive transaction, a trend observed in many underperforming SPACs.

Corporate Governance

Related Party Transactions

• The Sponsor (IX Acquisition Sponsor LLC) holds 4,002,121 Class A Ordinary Shares (purchased for a nominal price) and 6,150,000 Private Placement Warrants, which would expire worthless if a Business Combination is not consummated.
• The Sponsor has agreed to contribute, as a loan, monthly funds to the Trust Account for the Fourth Extension, which are repayable upon consummation of a Business Combination.
• An Extension Promissory Note (up to $4,500,000, with $4,435,175 outstanding as of June 30, 2025) was issued to the Sponsor, with up to $1,500,000 convertible into warrants.
• The company is obligated to pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative, and support services.
• The Sponsor, officers, directors, and Anchor Investors collectively own approximately 78.12% of the outstanding Ordinary Shares and plan to vote in favor of the proposals.

Stakeholder Impact

• **Shareholders:** Public shareholders have the option to redeem their shares for cash at a price higher than the current market price, or to retain their investment for a potential Business Combination. Those who do not redeem will face continued uncertainty and potential dilution if redemptions are high.
• **Warrant Holders:** Warrants will expire worthless if a Business Combination is not completed, representing a complete loss of investment.
• **Sponsor, Officers, and Directors:** Have significant financial interests tied to the completion of a Business Combination, including their founder shares and private placement warrants, and outstanding loans/promissory notes.
• **Creditors:** In the event of liquidation, the company is obligated under Cayman Islands law to provide for claims of creditors, which could reduce the per-share redemption amount for public shareholders.

Next Steps

• Shareholders will vote on the Fourth Extension Amendment, Auditor Ratification, and Adjournment Proposals at the meeting on October 8, 2025.
• If the Fourth Extension Amendment is approved, the company will continue to seek and work towards consummating a Business Combination by October 12, 2026.
• If the Fourth Extension Amendment is not approved, the company will cease operations, redeem Public Shares, and liquidate.
• If a Business Combination is identified and the extension is approved, a separate shareholder meeting will be held to consider and vote on the Business Combination.

Key Dates

Recommendation

The company is seeking its fourth extension to complete a business combination, highlighting a persistent inability to achieve its core objective. The delisting from Nasdaq to the Over-the-Counter Markets (OTCM) significantly impairs liquidity, market visibility, and investor confidence. While the sponsor's continued funding offers a lifeline, the repeated delays, the risk of warrants expiring worthless, and the current market price trading below the redemption value indicate a high-risk investment with a negative outlook. A seasoned investor would likely view this as an opportunity to exit, especially given the redemption option, to avoid further potential capital erosion and opportunity cost.

Keywords

SPAC, Extension, Business Combination, Proxy Statement, Shareholder Vote, Liquidation, Trust Account, Nasdaq Delisting, OTCM, Redemption Rights, Corporate Governance, Auditor Ratification