UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 13, 2026
IB
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41988 |
|
85-2946784 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
1200
N Federal Highway, Suite 215
Boca
Raton, FL 33432
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (214) 687-0020
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value US$0.0001 per share |
|
IBAC |
|
The
Nasdaq Stock Market LLC |
| Rights,
each entitling the holder to receive one-twentieth of one share of common stock |
|
IBACR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Joint
Initiative Agreement and Joint Marketing Attachment
On
March 13, 2026, GNQ Insilico Inc. (“GNQ”) entered into a Joint Initiative Agreement and Joint Marketing Attachment (together,
the “Agreement”) with a Fortune 100 global technology company (the “Strategic Partner”) to collaborate on sales,
marketing, development, and other alliance project activities aimed at advancing AI-driven drug discovery and precision medicine solutions.
Under
the terms of the Agreement, GNQ and the Strategic Partner will jointly market combined solutions that integrate GNQ’s proprietary
AI-powered platforms with the Strategic Partner’s consulting, cloud, and quantum computing capabilities. The collaboration has
a global territory and an initial term of two years, with the option to extend by mutual written agreement. The Agreement establishes
a non-exclusive framework under which the parties will develop joint business plans, identify and pursue qualified customer leads, and
deliver combined solutions to customers across the healthcare and life sciences ecosystem.
Important
Information and Where to Find It
This
Current Report on Form 8-K relates to a proposed transaction between IB Acquisition and GNQ. This Current Report on Form 8-K does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. In connection with the transaction described herein, IB Acquisition intends to file relevant
materials with the United States Securities and Exchange Commission (“SEC”), including a registration statement on
Form S-4, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus.
A proxy statement/prospectus will be sent to all IB Acquisition stockholders. IB Acquisition will also file other documents regarding
the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of IB Acquisition
are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed
with the SEC in connection with the proposed transaction as they become available because they will contain important information about
the proposed transaction.
Investors
and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by IB Acquisition through the website maintained by the SEC at www.sec.gov.
The
documents filed by IB Acquisition with the SEC also may be obtained free of charge upon written request to IB Acquisition Corp., 1200
N Federal Highway, Suite 215, Boca Raton, FL 33432 or via email at ecm@ibsgroup.net.
Participants
in the Solicitation
IB
Acquisition, GNQ and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from IB Acquisition’s stockholders in connection with the proposed transaction. A list of the names of such directors and executive
officers, and information regarding their interests in the business combination and their ownership of IB Acquisition’s securities
are, or will be, contained in IB Acquisition’s filings with the SEC. Additional information regarding the interests of those persons
and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus
regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding
paragraph.
Non-Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of IB Acquisition, or GNQ, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed Transaction between IBAC
and GNQ. Such forward-looking statements include, but are not limited to, statements regarding the closing of the Transaction and IBAC’s,
GNQ’s, or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future.
The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”,
“intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”,
“project”, “should”, “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to assumptions,
risks and uncertainties. These statements are based on various assumptions, whether or not identified in this Current Report on Form
8-K. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied
on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of IBAC and GNQ. Many factors could cause actual future events to differ from the forward-looking statements in this Current Report on
Form 8-K, including but not limited to, (i) the risk that the Transaction may not be completed in a timely manner or at all, (ii) the
failure to satisfy the conditions to the consummation of the Transaction, including the approval by the stockholders of IBAC, the satisfaction
of the minimum trust account amount following any redemptions by IBAC’s public stockholders and the receipt of certain governmental
and regulatory approvals, (iii) risks related to the timing, outcome and scope of review by the SEC of the registration statement on
Form S-4, (iv) the inability to complete the Bridge Financing or PIPE offering, (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the business combination agreement, (vi) the outcome of any legal proceedings that may be
instituted against IBAC and/or GNQ related to the business combination agreement, (vii) the ability to maintain the listing of IBAC’s
stock on Nasdaq (or, if applicable, to list and maintain the listing of the combined entity on the NYSE), (viii) volatility in the price
of IBAC’s securities, (ix) costs related to the Transaction and the failure to realize anticipated benefits of the Transaction,
(x) the effect of the announcement or pendency of the Transaction on GNQ’s business relationships, operating results, performance
and business generally, (xi) risks that the Transaction disrupts current plans and operations of GNQ, (xii) changes in the combined capital
structure of IBAC and GNQ following the Transaction, (xiii) changes in the competitive industries and markets in which GNQ operates,
(xiv) changes in laws and regulations affecting GNQ’s business, (xv) the ability to implement business plans and identify and realize
additional opportunities, (xvi) risks related to GNQ’s projected financial information and limited operating history, (xvii) risks
related to GNQ’s potential inability to achieve or maintain profitability and generate cash, (xviii) the enforceability of GNQ’s
intellectual property, including its patents and the potential infringement on the intellectual property rights of others, and (xix)
other risks and uncertainties indicated from time to time in the filings of IBAC, including the Form S-4 Registration Statement that
IBAC will file. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they
are made. Readers are cautioned not to put undue reliance on forward-looking statements, and IBAC and GNQ assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Neither IBAC nor GNQ gives any assurance that either IBAC or GNQ will achieve its expectations.
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.
| |
IB
ACQUISITION CORP. |
| |
|
| |
By: |
/s/
Al Lopez |
| |
Name: |
Al Lopez |
| |
Title: |
Chief Executive Officer |
Dated:
March 18, 2026
