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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) September 22, 2025
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 No.) |
1200
N Federal Highway, Suite 215
Boca
Raton, FL 33432
(Address
of principal executive offices) (Zip Code)
(214)
687-0020
(Registrant’s
telephone number, including area code)
N/A
(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)) |
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.
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 $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 |
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
As
approved by the Company’s stockholders at a special meeting held on September 22, 2025 (the “Special Meeting”) the Company entered into Amendment No. 1 (the “Trust Amendment”) to the
Investment Management Trust Agreement, dated as of March 25, 2024, with Continental Stock Transfer & Trust Company, as trustee (the
“Trustee”).
Pursuant
to the Amendment, Section 1(i) of the Trust Agreement was amended and restated to authorize the Company to extend the deadline by which
it must consummate its initial business combination by an additional six (6) months from September 28, 2025 to March 28, 2026. If
the Company fails to complete a business combination by the later of March 28, 2026, or such later date as may be approved by the Company’s
stockholders in accordance with its amended and restated articles of incorporation, the Trust Account will be liquidated in accordance
with the procedures set forth in the Amendment. The Trust Amendment further provides that no amounts will be deducted from the Trust
Account to pay dissolution expenses.
Additionally,
Exhibit B to the Trust Agreement, relating to the Termination Letter, was amended and restated to reflect the updated date by which the
Company must consummate a business combination.
All
other provisions of the Trust Agreement remain unaffected by the Amendment.
The
foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of Amendment No. 1 to the Investment Management Trust Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As
approved by the Company’s stockholders at the Special Meeting, the Company adopted a First Amendment to its Amended and Restated
Articles of Incorporation (the “Extension Amendment”). The Extension Amendment, among other things, (i) extends the date
by which the Company must consummate its initial business combination to March 28, 2026 or such later date as may be approved by the
Company’s stockholders in accordance with its amended and restated articles of incorporation; (ii) provides that, prior to the
earliest of the completion of a business combination, the redemption of 100% of the Offering Shares if the Company is unable to complete
its initial Business Combination by March 28, 2026, and the redemption of shares in connection with a vote seeking to amend any provisions
of the Company’s Amended and Restated Articles relating to stockholders’ rights or any pre-initial Business Combination activity,
funds in the Company’s trust account will not be released, other than interest to pay franchise and income taxes; (iii) sets forth
the redemption and liquidation procedures if the Company does not consummate a business combination by the March 28, 2026; and (iv) provides
public stockholders with the right to redeem their shares in connection with any amendment that modifies the substance or timing of the
Company’s obligation to redeem 100% of the public shares if it has not consummated a business combination by March 28, 2026, or
with respect to other material pre-business combination provisions, subject to the applicable redemption limitation.
The
foregoing description of the Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of
the First Amendment to the Amended and Restated Articles of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form
8-K and incorporated by reference herein.
| Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
September 22, 2025, the Company held the Special Meeting. At the Special Meeting, a total of 14,325,971 shares of common stock
were present by remote communication or represented by proxy at the meeting, representing approximately 90.96% of the Company’s
outstanding common stock as of the September 3, 2025 record date. The following are the voting results for the proposals considered and
voted upon at the Special Meeting, which was described in the Company’s definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on September 10, 2025.
| 1. | Extension
Proposal: A proposal to amend the Company’s amended and restated articles of incorporation
to extend the date by which the Company must consummate a business combination or, if it
fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s
common stock issued in the Company’s initial public offering, from September 28, 2025,
until March 28, 2026 (the “Extension”). |
| Votes FOR | | |
Votes AGAINST | | |
Votes ABSTAINED | | |
Broker Non-Votes | |
| 10,659,545 | | |
3,666,426 | | |
0 | | |
0 | |
Based
on the foregoing votes, the proposal was approved.
| 2. | Trust
Amendment Proposal: A proposal to amend the Investment Management Trust Agreement, dated
March 25, 2024, (the “Trust Agreement”), by and between the Company and Continental
Stock Transfer & Company (the “Trustee”), pursuant to an amendment to the
Trust Agreement in the form set forth in Annex B of the proxy statement, to
authorize the Extension and its implementation by the Company. |
| Votes FOR | | |
Votes AGAINST | | |
Votes ABSTAINED | | |
Broker Non-Votes | |
| 10,659,545 | | |
3,666,426 | | |
0 | | |
0 | |
Based
on the foregoing votes, the proposal was approved.
| 3. | Adjournment
Proposal: A proposal to approve the adjournment of the Special Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies in the event that
there are insufficient votes for, or otherwise in connection with, the approval of the forgoing
proposals. |
| Votes FOR | | |
Votes AGAINST | | |
Votes ABSTAINED | | |
Broker Non-Votes | |
| 10,398,603 | | |
3,927,368 | | |
0 | | |
0 | |
Based
on the foregoing votes, the proposal was approved.
Stockholders
holding 10,009,120 shares of the Company’s shares of common stock exercised their right to redeem their shares for cash at an
approximate price of $10.60 per share of the funds in the Trust Account. As a result, approximately $106.1 million will be removed
from the Trust Account to pay such holders, leaving approximately $15.8 million remaining in the Trust Account. This amount is subject to change to account for the payment of tax
withdrawals.
| Item
9.01 | Financial
Statements and Exhibits |
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Description |
| 3.1 |
|
First Amendment to the Amended and Restated Articles of Incorporation |
| 10.1 |
|
Amendment No. 1 to the Investment Management Trust Agreement |
| 104 |
|
Cover
page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. |
| |
|
|
| Date:
September 24, 2025 |
By: |
/s/
Al Lopez |
| |
|
Al
Lopez |
| |
|
Chief
Executive Officer |
