Aerkomm Inc.

13/08/2024 | Press release | Distributed by Public on 13/08/2024 16:50

Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

The Simple Agreement for Future Equity

As previously reported on Form 8-K on April 4, 2024, on March 29, 2024, IX Acquisition Corp. (Parent), a Cayman Islands exempted company, entered into a Merger Agreement, by and among AKOM Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and AERKOMM Inc., a Nevada corporation (the "Company") (the "Merger Agreement," as it may be amended and/or restated from time to time). The transactions contemplated by the Merger Agreement together with the other related agreements are referred to herein as the "Business Combination."

Also as previously reported on Form 8-K, pursuant to the Merger Agreement and the transactions contemplated as part of the Business Combination, the Company is obligated to exercise reasonable best efforts to obtain a PIPE Investment Amount of at least $65,000,000 (inclusive of investment amounts under simple agreements for future equity, in the form and substance as reasonably agreed upon by Parent and the Company (the "SAFE Agreements"), and will obtain a minimum PIPE Investment Amount of at least $45,000,000 minus the investment amount obtained pursuant to SAFE Agreements. Pursuant to the Merger Agreement, the Company will endeavor to enter into SAFE Agreements with certain investors providing for investments in shares of Company Common Stock in a private placement in an aggregate amount not less than $15,000,000 with interim target goals following the execution of the Merger Agreement (the "SAFE Investment").

On August 12, 2024, the Parent and the Company entered into one new SAFE Agreement and amended one of the SAFE Agreements previously executed on May 13, 2024.

Additionally, on July 8, 2024, the Company canceled the other SAFE Agreement that was entered into on May 13, 2024.

Furthermore, on June 26, 2024, the Parent and the Company entered into one new SAFE Agreement.

As a result, as of August 12, 2024, SAFE Agreements for an aggregate of $2,585,200 have been entered into. The SAFE Agreements will automatically convert upon the closing of the merger at $11.50 per share of Parent Common Stock.