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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): October 12, 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)) |
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 |
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.
Item
5.08. Shareholder Director Nominations.
The
information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item
8.01. Other Events.
On
October 12, 2026, the Board of Directors (the “Board”) of IB Acquisition Corp. (the “Company”) set Wednesday,
December 16, 2026, as the date of the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held
at 10:00 a.m., Eastern Time, virtually via live webcast . The Board also fixed the close of business on October 28, 2026 as the record
date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.
The matters to be voted on and instructions for attending the Annual Meeting will be set forth in the Company’s definitive proxy
statement for the Annual Meeting, which will be filed with the Securities and Exchange Commission (the “SEC”).
The
Annual Meeting will be the Company’s first annual meeting of stockholders since its initial public offering. As previously disclosed
in the Company’s Current Report on Form 8-K filed on October 6, 2026, on October 5, 2026, the Company received a letter from the
Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance
with Nasdaq Listing Rule 5620(a) because it had not held an annual meeting of stockholders within twelve months of the end of its fiscal
year. The Company believes that holding the Annual Meeting on December 16, 2026 will enable it to regain compliance with Nasdaq Listing
Rule 5620(a).
Because
the Company did not hold an annual meeting of stockholders during the prior year, the Company is providing notice of the following deadlines
in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Rule
14a-8 Proposals. Under Rule 14a-8(e)(2) under the Exchange Act (“Rule 14a-8”), because the Company did not hold an
annual meeting during the prior year, a stockholder proposal submitted for inclusion in the Company’s proxy statement and form
of proxy for the Annual Meeting must be received a reasonable time before the Company begins to print and send its proxy materials. The
Company has determined that, to be considered timely, Rule 14a-8 proposals must be received by the Company no later than the close of
business on October 26, 2026, which the Company believes is a reasonable time before it begins to print and send its proxy materials.
Any such proposal must also comply with all applicable requirements of Rule 14a-8, including those relating to eligibility and subject
matter. Any proposal received after that date will be considered untimely and may be excluded from the Company’s proxy materials.
All
proposals, nominations and notices described above must be delivered in writing to the Company’s principal executive offices at
IB Acquisition Corp., 1200 N Federal Highway, Suite 215, Boca Raton, Florida 33432, Attention: Chief Executive Officer, and must comply
with all applicable SEC rules and regulations and, as applicable, the Bylaws. To avoid controversy, stockholders should submit them by
means, including electronic means, that permit them to prove the date of delivery. Any adjournment or postponement of the Annual Meeting,
or any public announcement thereof, will not commence a new time period for, or extend, any of the deadlines described above.
On
October 15, 2026, the Company issued a press release announcing the date of the Annual Meeting, the Record Date and the deadlines described
above. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking
Statements. This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainty. All statements contained in this Current Report on Form
8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to,
statements regarding the timing of the Annual Meeting, the Company’s proxy solicitation timeline, and the Company’s ability
to regain compliance with Nasdaq listing standards. Words such as “anticipate,” “estimate,” “expect,”
“intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking
statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and
uncertainties, many of which are beyond management’s control, that could cause actual results to differ materially from those described
in the forward-looking statements. Please refer to the risks detailed from time to time in the reports the Company files with the SEC,
including the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, as well as other filings on Form 10-Q
and Form 8-K. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise, unless required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of IB Acquisition Corp., dated October 15, 2026. |
| 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:
October 15, 2026 |
|
By: |
/s/ Al Lopez |
| |
|
Name:
|
Al
Lopez |
| |
|
Title:
|
Chairman
and Chief Executive Officer |
Exhibit
99.1
IB
Acquisition Corp. Announces Date of 2026 Annual Meeting of Stockholders
Annual
Meeting to Be Held on December 16, 2026; Record Date Set for October 28, 2026
Boca
Raton, Florida, [October 15, 2026] (GLOBE NEWSWIRE) – IB Acquisition Corp. (NASDAQ: IBAC, IBACR) (“IB Acquisition”
or the “Company”) today announced that its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be
held on Wednesday, December 16, 2026, at 10:00 a.m. Eastern Time, virtually via live webcast . The time, agenda and instructions for
attending the Annual Meeting will be set forth in the Company’s definitive proxy statement, which will be filed with the U.S. Securities
and Exchange Commission (the “SEC”) and sent to stockholders entitled to notice of, and to vote at, the Annual Meeting.
The
Company’s Board of Directors has fixed the close of business on October 28, 2026 as the record date for determining the stockholders
entitled to notice of, and to vote at, the Annual Meeting.
The
Annual Meeting will be the Company’s first annual meeting of stockholders since its initial public offering. The Company expects
that holding the Annual Meeting on December 16, 2026 will enable it to regain compliance with Nasdaq Listing Rule 5620(a), as described
in the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2026.
Because
the Company did not hold an annual meeting of stockholders during the prior year, under Rule 14a-8(e)(2) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the Company has set a deadline for receipt of stockholder proposals that is
a reasonable time before it begins to print and send its proxy materials. Accordingly, stockholder proposals submitted for inclusion
in the Company’s proxy statement for the Annual Meeting must be received no later than the close of business on October 26, 2026.
Proposals must also comply with the SEC’s rules regarding the inclusion of stockholder proposals in proxy materials. Any proposal
received after that deadline will be considered untimely.
All
proposals, nominations and supporting information must be submitted in writing to: IB Acquisition Corp., Attention: Chief Executive Officer,
1200 N Federal Highway, Suite 215, Boca Raton, Florida 33432. Stockholders should submit them by means, including electronic means, that
permit them to prove the date of delivery. Any adjournment or postponement of the Annual Meeting will not commence a new time period
for, or extend, any of the deadlines described above.
About
IB Acquisition Corp.
IB
Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or other similar business combination with one or more businesses or entities. The Company intends to
focus its search on target businesses in North America, Europe, or Asia.
Forward-Looking
Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that
are not historical facts, including statements regarding the timing of the Annual Meeting, the Company’s proxy solicitation process,
and the Company’s ability to regain compliance with Nasdaq listing standards, and may be accompanied by words such as “anticipate,”
“expect,” “intend,” “plan,” “will” or similar words. Such forward-looking statements
are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those
set forth in the risk factors section of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 and other
reports the Company files with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect
thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Al
Lopez
IB
Acquisition Corp.
1200
N Federal Highway, Suite 215
Boca
Raton, FL 33432
ecm@ibsgroup.net
(214)
687-0020
