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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) March 25, 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
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 March 25, 2026 (the “Special Meeting”), on March
25, 2026, IB Acquisition Corp. (the “Company”) entered into Amendment No. 2 (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 March 28, 2026 to September 28, 2026. If the
Company fails to complete a business combination by the later of September 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 Trust 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. 2 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 Second 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 September 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 September 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 September 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 September 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 Second 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
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Description |
| 3.1 |
|
Second Amendment to the Amended and Restated Articles of Incorporation |
| 10.1 |
|
Amendment No. 2 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:
March 27, 2026 |
By: |
/s/
Al Lopez |
| |
|
Al
Lopez |
| |
|
Chief
Executive Officer |
