IX ACQUISITION CORP. Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-259567) for the IPO, initially filed with
the
? An Underwriting Agreement, dated October 6, 2021 , by and between the
Company and Cantor Fitzgerald & Co. ("Cantor"), as representative of the
underwriters, a copy of which is attached as Exhibit 1.1 hereto and
incorporated herein by reference.
? A Warrant Agreement, dated October 6, 2021 , by and between the Company and
Continental Stock Transfer & Trust Company , as warrant agent, a copy of
which is attached as Exhibit 4.1 hereto and incorporated herein by
reference.
? A Letter Agreement, dated October 6, 2021 , (the "Letter Agreement"), by
and among the Company, its executive officers, its directors and IX
Acquisition Sponsor LLC (the "Sponsor"), a copy of which is attached as
Exhibit 10.1 hereto and incorporated herein by reference.
? An Investment Management Trust Agreement, dated October 6, 2021 , by and
between the Company and Continental Stock Transfer & Trust Company , as
trustee, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
? A Registration Rights Agreement, dated October 6, 2021 , by and between the
Company, the Sponsor, Cantor, Odeon Capital Group, LLC ("Odeon") and the
other holders party thereto, a copy of which is attached as Exhibit 10.3
hereto and incorporated herein by reference.
? A Private Placement Warrants Purchase Agreement, dated October 6, 2021 , by
and between the Company and the Sponsor (the "Sponsor Private Placement
Warrants Purchase Agreement"), a copy of which is attached as Exhibit 10.4
hereto and incorporated herein by reference.
? A Private Placement Warrants Purchase Agreement, dated October 6, 2021 , by
and among the Company, Cantor and Odeon (the "Underwriters Private
Placement Warrants Purchase Agreement"), a copy of which is attached as
Exhibit 10.5 hereto and incorporated herein by reference.
? An Administrative Services Agreement, dated October 6, 2021 , by and
between the Company and IX Acquisition Services LLC (the "Administrative
Services Agreement"), a copy of which is attached as Exhibit 10.6 hereto
and incorporated herein by reference.
? A Capital Commitment Agreement, dated October 6, 2021 , by and between the
Company and the Sponsor (the "Capital Commitment Agreement"), a copy of
which is attached as Exhibit 10.7 hereto and incorporated herein by
reference.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Sponsor Private
Placement Warrants Purchase Agreement, the Company completed the private sale of
6,150,000 warrants (the "Sponsor Private Placement Warrants") to the Sponsor at
a purchase price of
The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company's initial business combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the IPO, on
Following the appointment of the Directors, the Board is comprised of the
following three classes: the term of office of the first class of directors,
Class I, consists of
On
Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 8.01. Other Events.
A total of
On
On
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