UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On September 8, 2023, IX Acquisition Corp. (the “Company”) issued an amended and restated promissory note (the “Note”) in the principal amount of up to $2,500,000 to IX Acquisition Sponsor LLC, the Company’s sponsor (the “Sponsor”), to amend and restate the promissory note, dated April 13, 2023. The Note was issued in connection with advances the Sponsor may make, in its discretion, to the Company for working capital expenses. The 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 $1,500,000 of the unpaid principal balance under the Notes may be converted into warrants of the Company (the “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.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 8.01. Other Events.
On September 7, 2023, the Company issued a press release announcing that its board of directors (the “Board”) has elected to extend the date by which the Company has to consummate a business combination (the “Deadline Date”) from September 12, 2023 for an additional month to October 12, 2023. The Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) provides the Company the right to extend the Deadline Date twelve times for an additional one month each time (each, an “Extension”), from April 12, 2023, the initial Deadline Date, to up to April 12, 2024. In connection with the sixth Extension, the Board delivered IX Acquisition Sponsor LLC (the “Sponsor”) a written request to draw down $160,000 under its previously-disclosed promissory note for the sixth Extension. On or before September 12, 2023, the Sponsor will deposit $160,000 into the Company’s trust account in connection with the sixth Extension.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Amended and Restated Promissory Note, dated September 8, 2023, issued to IX Acquisition Sponsor LLC. | |
| 99.1 | Press Release, dated September 7, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IX ACQUISITION CORP. | |||
| By: | /s/ Noah Aptekar | ||
| Name: | Noah Aptekar | ||
| Title: | Chief Financial Officer and Chief Operating Officer | ||
| Dated: September 12, 2023 | |||