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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/21 IX Acquisition Corp. S-1/A 29:4.1M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.28M (General Form) 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 191K 3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 152K 4: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 150K 5: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 189K 6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 22K 7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 21K 8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 28K 9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 116K 10: EX-5.1 Opinion of Counsel re: Legality HTML 17K 11: EX-5.2 Opinion of Counsel re: Legality HTML 40K 12: EX-10.1 Material Contract HTML 50K 21: EX-10.10 Material Contract HTML 16K 22: EX-10.11 Material Contract HTML 49K 23: EX-10.12 Material Contract HTML 50K 24: EX-10.13 Material Contract HTML 52K 25: EX-10.14 Material Contract HTML 52K 13: EX-10.2 Material Contract HTML 72K 14: EX-10.3 Material Contract HTML 86K 15: EX-10.4 Material Contract HTML 39K 16: EX-10.5 Material Contract HTML 39K 17: EX-10.6 Material Contract HTML 87K 18: EX-10.7 Material Contract HTML 25K 19: EX-10.8 Material Contract HTML 46K 20: EX-10.9 Material Contract HTML 19K 26: EX-14 Code of Ethics HTML 36K 27: EX-23.1 Consent of Expert or Counsel HTML 10K 28: EX-99.1 Miscellaneous Exhibit HTML 47K 29: EX-99.2 Miscellaneous Exhibit HTML 28K
tm2110917-6_s1a - block - 24.2033201s |
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Cayman Islands
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6770
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98-1586922
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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Matthew Gilbert
Maples and Calder c/o PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066 |
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Large accelerated filer ☐
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| | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
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Title of Each Class of Security Being Registered
|
| | |
Amount
Being Registered |
| | |
Proposed Maximum
Offering Price per Security(1) |
| | |
Proposed
Maximum Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2)
|
| | |
23,000,000 Units
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| | | | $ | 10.00 | | | | | | $ | 230,000,000 | | | | | | $ | 25,093.00 | | |
Class A ordinary shares included as part of the units(3)
|
| | |
23,000,000 Shares
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3)
|
| | |
11,500,000 Warrants
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total
|
| | | | | | | | | | | | | | | $ | 230,000,000 | | | | | | $ | 25,093.00(5) | | |
| | |
Per Unit
|
| |
Total
|
|
Public offering price
|
| |
$10.00
|
| |
$200,000,000
|
|
Underwriting discounts and commissions(1)
|
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$0.70
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$14,000,000
|
|
Proceeds, before expenses, to us
|
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$9.30
|
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$186,000,000
|
|
| | | | | 1 | | | |
| | | | | 34 | | | |
| | | | | 34 | | | |
| | | | | 36 | | | |
| | | | | 74 | | | |
| | | | | 75 | | | |
| | | | | 78 | | | |
| | | | | 79 | | | |
| | | | | 81 | | | |
| | | | | 82 | | | |
| | | | | 87 | | | |
| | | | | 116 | | | |
| | | | | 125 | | | |
| | | | | 129 | | | |
| | | | | 131 | | | |
| | | | | 150 | | | |
| | | | | 161 | | | |
| | | | | 170 | | | |
| | | | | 170 | | | |
| | | | | 170 | | | |
| | | | | F-1 | | |
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| | |
Actual
|
| |
As Adjusted
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)(1)
|
| | | $ | (195,053) | | | | | $ | 173,389,823 | | |
Total assets(2)
|
| | | $ | 221,910 | | | | | $ | 202,463,823 | | |
Total liabilities(3)
|
| | | $ | 208,087 | | | | | $ | 29,074,000 | | |
Value of Class A ordinary shares subject to possible redemption(4)
|
| | | $ | — | | | | | $ | 201,000,000 | | |
Shareholder’s equity(5)
|
| | | $ | 13,823 | | | | | $ | (27,610,177) | | |
|
Public shares
|
| | | | 20,000,000 | | |
|
Founder shares
|
| | | | 5,000,000 | | |
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Total shares
|
| | | | 25,000,000 | | |
|
Total funds in trust available for initial business combination (less deferred underwriting commissions)
|
| | | $ | 191,000,000 | | |
|
Initial implied value per public share
|
| | | $ | 10.05 | | |
|
Implied value per share upon consummation of initial business combination
|
| | | $ | 8.00 | | |
| | |
Without
Over-Allotment Option(4) |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross Proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 7,000,000 | | | | | | 7,750,000 | | |
Total gross proceeds
|
| | | $ | 207,000,000 | | | | | $ | 237,750,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 4,000,000 | | | | | $ | 4,000,000 | | |
Legal fees and expenses
|
| | | | 300,000 | | | | | | 300,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA expenses
|
| | | | 60,093 | | | | | | 60,093 | | |
Travel and road show
|
| | | | 20,000 | | | | | | 20,000 | | |
Nasdaq listing and filing fees
|
| | | | 75,000 | | | | | | 75,000 | | |
Miscellaneous
|
| | | | 14,907 | | | | | | 14,907 | | |
Total offering expenses (other than underwriting commissions)
|
| | | $ | 550,000 | | | | | $ | 550,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 202,450,000 | | | | | $ | 233,200,000 | | |
Held in trust account(4)
|
| | | $ | 201,000,000 | | | | | $ | 231,150,000 | | |
% of public offering size
|
| | | | 100.5% | | | | | | 100.5% | | |
Not held in trust account
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| | | $ | 1,450,000 | | | | | $ | 2,050,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any
business combination(7) |
| | | | 250,000 | | | | | | 17.2% | | |
Initial cost of directors and officers insurance(3)
|
| | | | 600,000 | | | | | | 41.4% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 75,000 | | | | | | 5.2% | | |
Nasdaq and other regulatory fees
|
| | | | 75,000 | | | | | | 5.2% | | |
Payment for office space, secretarial and administrative services
|
| | | | 180,000 | | | | | | 12.4% | | |
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
|
| | | | 100,000 | | | | | | 6.9% | | |
Working capital to cover miscellaneous expenses
|
| | | | 170,000 | | | | | | 11.7% | | |
Total | | | | $ | 1,450,000 | | | | | | 100.0% | | |
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.03) | | | | | | (0.03) | | |
Decrease attributable to public shareholders
|
| | | $ | (5.49) | | | | | $ | (5.47) | | |
Pro forma net tangible book value after this offering and the sale of the Private Placement Warrants
|
| | | $ | (5.52) | | | | | $ | (5.50) | | |
Dilution to public shareholders
|
| | | $ | 15.52 | | | | | $ | 15.50 | | |
Percentage of dilution to public shareholders
|
| | | | 155.2% | | | | | | 155.0% | | |
| | |
Shares Purchased
|
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Total Consideration
|
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Average
Price per share |
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| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
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Initial Stockholders (1)
|
| | | | 5,000,000 | | | | | | 20% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.005 | | |
Public Stockholders
|
| | | | 20,000,000 | | | | | | 80% | | | | | | 200,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 25,000,000 | | | | | | 100% | | | | | $ | 200,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without Over-
allotment |
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With Over-
allotment |
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Numerator:(1) | | | | | | | | | | | | | |
Net tangible book deficit before this offering
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| | | $ | (195,053) | | | | | $ | (195,053) | | |
Net proceeds from this offering and sale of the private placement warrants (1)
|
| | | | 202,450,000 | | | | | | 233,200,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | 208,876 | | | | | | 208,876 | | |
Less: Deferred underwriting commissions
|
| | | | (10,000,000) | | | | | | (12,100,000) | | |
Less: Warrant liability
|
| | | | (19,074,000) | | | | | | (21,598,500) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (201,000,000) | | | | | | (231,150,000) | | |
| | | | $ | (27,610,177) | | | | | $ | (31,634,677) | | |
Denominator: | | | | | | | | | | | | | |
Class B ordinary shares outstanding prior to this offering
|
| | | | 5,750,000 | | | | | | 5,750,000 | | |
Class B ordinary shares forfeited if over-allotment option is not exercised
|
| | | | (750,000) | | | | | | — | | |
Class A ordinary shares included in the units offered
|
| | | | 20,000,000 | | | | | | 23,000,000 | | |
Less: Shares subject to redemption
|
| | | | (20,000,000) | | | | | | (23,000,000) | | |
| | | | | 5,000,000 | | | | | | 5,750,000 | | |
| | | | ||||||||||
| | |
Actual
|
| |
As Adjusted
|
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| | | | | | | | | |||||
Note payable to related party(1)
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| | | $ | 136,500 | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 10,000,000 | | |
Warrant liabilities(2)
|
| | | | — | | | | | | 19,074,000 | | |
Class A ordinary shares subject to possible redemption; -0- and 20,000,000 shares, actual and as adjusted, respectively(3)
|
| | | | — | | | | | | 201,000,000 | | |
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; no
shares issued and outstanding (excluding -0- and 20,000,000 shares subject to possible redemption), actual and as adjusted, respectively |
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
| | | | 575 | | | | | | 500 | | |
Additional paid-in capital
|
| | | | 24,425 | | | | | | — | | |
Accumulated deficit
|
| | | | (11,177) | | | | | | (27,610,677) | | |
Total shareholders’ equity
|
| | | $ | 13,823 | | | | | $ | (27,610,177) | | |
Total capitalization
|
| | | $ | 150,323 | | | | | $ | 202,463,823 | | |
TYPE OF TRANSACTION
|
| |
WHETHER
SHAREHOLDER APPROVAL IS REQUIRED |
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Purchase of assets | | |
No
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Purchase of stock of target not involving a merger with the company | | |
No
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Merger of target into a subsidiary of the company | | |
No
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Merger of the company with a target | | |
Yes
|
|
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial shareholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such | | | If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.05 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution | |
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
| | | prior to the consummation of the initial business combination (which is initially anticipated to be $10.05 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001. | | | transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | | | expenses) divided by the number of then outstanding public shares. | |
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $201,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $167,400,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $201,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity 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 U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | | |
Trading of securities issued
|
| | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares voted are voted in favor of the business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they participate in or abstain from voting. | | | business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
Business combination deadline
|
| | If we are unable to complete an initial business combination within 18 months from the closing of this offering, we will (i) cease all operations except for | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. | | |
account are returned to investors.
|
|
Release of funds
|
| | Except for the withdrawal of interest to pay our taxes, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. | | | | |
Delivering share certificates in connection with the exercise of redemption rights
|
| | We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our | | | Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
|
| | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. | | | Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
Name
|
| |
Age
|
| |
Position
|
|
Guy Willner | | |
57
|
| | Executive Chairman and Director Nominee | |
Karen Bach | | |
51
|
| | Chief Executive Officer and Director Nominee | |
Noah Aptekar | | |
34
|
| | Chief Financial Officer, Chief Operations Officer and Director | |
Victoria Reid | | |
47
|
| | Vice President | |
Ian Spence | | |
50
|
| | Director Nominee | |
Andrew Bartley | | |
58
|
| | Director Nominee | |
Eduardo Marini | | |
41
|
| | Director Nominee | |
Shannon Grewer | | |
45
|
| | Director Nominee | |
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| Karen Bach | | | Aferian Plc | | | Media and Entertainment | | | Non-Executive Chairman | |
| | | | Consult Red | | | Technical Engineering | | | Non-Executive Chairman | |
| | | | Deep Matter | | | Chemistry Technology | | | Non-Executive Chairman | |
| | | | Datapharm | | | Health Technology | | | Non-Executive Director | |
| | | | The Escape Hunt Experience | | | Entertainment | | | Non-Executive Director | |
| | | | Purnoma | | | Consulting | | | Director and Consultant | |
| Noah Aptekar | | | Next Century Innovations | | | Consulting | | | Principal | |
| | | | IX Acquisition Services LLC | | | Consulting | | | Manager | |
| Guy Willner | | | IXcellerate | | | Information and Technology | | | Co-Founder and Chairman | |
| | | | IX Africa | | | Information and Technology | | | Co-Founder and Chairman | |
| | | |
International Data Center Group
|
| | Information and Technology | | | Executive Chairman | |
| Victoria Reid | | |
International Data Center Group
|
| | Information and Technology | | | Vice President of Business Development | |
| Ian Spence | | | Megabuyte | | | Information and Technology | | | Founder and Chairman | |
| | | | Agnosco Capital | | | Technology Consulting | | | Principal | |
| | | | Brown Place VCT PLC | | | Venture Capital and Private Equity | | | Non-Executive Director | |
| | | | Adam (HTT) | | | Information and Technology | | | Board Advisor | |
|
Eduardo Marini
|
| | Green4T | | | Technology Infrastructure | | | Chief Executive Officer | |
|
Shannon Grewer
|
| | Victoria Road | | | Fashion Technology | | | Co-Founder and Chief Executive Officer | |
| | | | NetEquity Networks | | | Technology Infrastructure | | | Legal Advisor | |
| | | | YPay Financial Services | | | Financial Technology | | | Legal Advisor | |
| | | | Frontier Tower Associates Philippines | | | Technology Infrastructure | | | Advisor | |
| Andrew Bartley | | | Emerging Insights LLC | | | Consulting | | | Principal | |
| | | | World Mobile Chain | | | Financial Consulting | | | Advisor | |
| | |
Number of
Shares Beneficially Owned(2)(4) |
| |
Approximate Percentage of
Outstanding Ordinary Shares |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before Offering
|
| |
After Offering
|
| ||||||||||||
IX Acquisition Sponsor LLC (our sponsor)(3)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 20% | | |
Noah Aptekar(3)
|
| | | | — | | | | | | — | | | | | | — | | |
Guy Willner
|
| | | | — | | | | | | — | | | | | | — | | |
| | | | — | | | | | | — | | | | | | — | | | |
Victoria Reid
|
| | | | — | | | | | | — | | | | | | — | | |
Ian Spence
|
| | | | — | | | | | | — | | | | | | — | | |
Andrew Bartley
|
| | | | — | | | | | | — | | | | | | — | | |
Eduardo Marini
|
| | | | — | | | | | | — | | | | | | — | | |
Shannon Grewer
|
| | | | — | | | | | | — | | | | | | — | | |
All executive officers, directors and director nominees as a group
(eight individuals) |
| | | | — | | | | | | — | | | | | | — | | |
Underwriters(1)
|
| |
Number of
Units |
| |||
Cantor Fitzgerald & Co.
|
| | | | | | |
Odeon Capital Group, LLC
|
| | | | | | |
Total | | | | | 20,000,000 | | |
| | |
Paid by the Company
|
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.70 | | | | | $ | 0.70 | | |
Total(1) | | | | $ | 14,000,000 | | | | | $ | 16,100,000 | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| | | | | | ||||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets – cash
|
| | | $ | 13,034 | | | | | $ | — | | |
Deferred offering costs
|
| | | | 208,876 | | | | | | 109,922 | | |
TOTAL ASSETS
|
| | | $ | 221,910 | | | | | $ | 109,922 | | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accrued expenses
|
| | | $ | — | | | | | $ | 5,500 | | |
Accrued offering costs
|
| | | | 71,587 | | | | | | 84,922 | | |
Promissory note – related party
|
| | | | 136,500 | | | | |
|
—
|
| |
Total Liabilities
|
| | | | 208,087 | | | | | | 90,422 | | |
Commitments (Note 6) | | | | | | | | | | | | | |
Shareholder’s Equity | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 issued and outstanding(1)
|
| | | | 575 | | | | | | 575 | | |
Additional paid-in capital
|
| | | | 24,425 | | | | | | 24,425 | | |
Accumulated deficit
|
| | | | (11,177) | | | | | | (5,500) | | |
Total Shareholder’s Equity
|
| | | | 13,823 | | | | | | 19,500 | | |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 221,910 | | | | | $ | 109,922 | | |
| | | | | | ||||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
Formation and operating costs
|
| | | $ | 11,177 | | | | | $ | 5,500 | | |
Net Loss
|
| | | $ | (11,177) | | | | | $ | (5,500) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
Class B Ordinary
Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance at March 1, 2021 (Inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,500) | | | | | | (5,500) | | |
Balance at March 11, 2021 (Audited)
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | (5,500) | | | | | | 19,500 | | |
Net loss (unaudited)
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,677) | | | | | | (5,677) | | |
Balance at June 30, 2021 (unaudited)
|
| | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (11,177) | | | | | $ | 13,823 | | |
| | | | | | ||||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | |||||
Net loss
|
| | | $ | (11,177) | | | | | $ | (5,500) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | |||||
Accrued expenses
|
| | | | — | | | | | | 5,500 | | |
Net cash used in operating activities
|
| | | | (11,177) | | | | | | — | | |
Proceeds from issuance of Promissory note to Sponsor
|
| | | | 125,000 | | | | | | — | | |
Payments of deferred offering costs
|
| | | | (100,789) | | | | | | — | | |
Net Cash provided by financing activities
|
| | | | 24,211 | | | | | | — | | |
Net Change in Cash
|
| | | | 13,034 | | | | | | — | | |
Cash – Beginning of period
|
| | | | — | | | | | | — | | |
Cash – End of period
|
| | | $ | 13,034 | | | | | $ | — | | |
Non-cash investing and financing activities: | | | | | | | | | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | 71,587 | | | | | $ | 84,922 | | |
Deferred offering costs included in Promissory note-related party
|
| | | $ | 11,500 | | | | | $ | — | | |
|
SEC/FINRA expenses
|
| | | $ | 60,093 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
Printing and engraving expenses
|
| | | | 40,000 | | |
|
Travel and road show expenses
|
| | | | 20,000 | | |
|
Legal fees and expenses.
|
| | | | 300,000 | | |
|
Nasdaq listing and filing fees
|
| | | | 75,000 | | |
|
Miscellaneous
|
| | | | 14,907 | | |
|
Total
|
| | | $ | 550,000 | | |
Exhibit No.
|
| |
Description
|
|
1.1
|
| | | |
3.1
|
| | | |
3.2
|
| | | |
3.3
|
| | | |
4.1
|
| | | |
4.2
|
| | | |
4.3
|
| | | |
4.4
|
| | | |
5.1
|
| | | |
5.2
|
| | | |
10.1
|
| | | |
10.2
|
| | | |
10.3
|
| | | |
10.4
|
| | | |
10.5
|
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Underwriters.* | |
10.6
|
| | |
Exhibit No.
|
| |
Description
|
|
10.7
|
| | | |
10.8
|
| | | |
10.9
|
| | | |
10.10
|
| | Form of Administrative Services Agreement between the Registrant and IX Acquisition Services LLC* | |
10.11
|
| | Form of Investment Agreement between the Registrant, IX Acquisition Sponsor LLC and the 9.9% anchor investors* | |
10.12
|
| | Form of Investment Agreement between the Registrant, IX Acquisition Sponsor LLC and the 4.9% anchor investors* | |
10.13
|
| | Form of Investment Agreement between the Registrant, IX Acquisition Sponsor LLC and the 3.9% anchor investor* | |
10.14
|
| | Form of Investment Agreement between the Registrant, IX Acquisition Sponsor LLC and the 2.5% anchor investor* | |
14
|
| | | |
23.1
|
| | | |
23.2
|
| | | |
23.3
|
| | | |
24
|
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement).** | |
99.1
|
| | | |
99.2
|
| | | |
99.3
|
| | | |
99.4
|
| | | |
99.5
|
| | | |
99.6
|
| | | |
99.7
|
| | | |
99.8
|
| | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Karen Bach
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| | | |
|
/s/ Noah Aptekar
|
| |
Chief Financial Officer, Chief Operations Officer and Director (Principal Financial and Accounting Officer)
|
| | |
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/22 | ||||
1/15/22 | ||||
1/1/22 | ||||
12/31/21 | 10-K, 10-K/A, NT 10-K | |||
Filed on: | 9/30/21 | 10-Q | ||
9/15/21 | S-1 | |||
6/30/21 | ||||
4/8/21 | DRS | |||
3/17/21 | ||||
3/11/21 | ||||
3/1/21 | ||||
1/1/21 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 IX Acquisition Corp. 10-K 12/31/23 59:5.6M Toppan Merrill/FA2 4/17/23 IX Acquisition Corp. 10-K 12/31/22 51:5.4M Toppan Merrill/FA2 5/09/22 IX Acquisition Corp. 10-K/A 12/31/21 13:396K Toppan Merrill/FA 4/13/22 IX Acquisition Corp. 10-K 12/31/21 50:4.9M Toppan Merrill/FA2 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/16/21 IX Acquisition Corp. S-1 9/15/21 10:1.9M Toppan Merrill/FA |