Aerkomm Inc. (OTCPK:AKOM) entered into a definitive Business Combination Agreement to acquire IX Acquisition Corp. (NasdaqGM:IXAQ) in a reverse merger transaction for $400 million on March 29, 2024. As reported, the adjusted enterprise value of AERKOMM is $200 million, as well as up to $200 million of earnout shares for the AERKOMM shareholders, if certain milestones are achieved. The existing AERKOMM shareholders are anticipated to roll 100% of their equity and may own approximately two-thirds of the new combined pro forma AKOM, subject to final amounts of PIPE capital raised and of cash retained in IXAQ trust. The combined business will be called AKOM Inc. (?AKOM?) and its ordinary shares are expected to result in AERKOMM transferring its listing from Euronext/OTCQX to Nasdaq under the ticker "AKOM?, following the closing of the business combination. It is the intention of the combined business to also maintain a secondary listing on Euronext. The transaction supported by a fund-raise of $35 million common equity PIPE (Private Investment in Public Equity) subscribed concurrently with the signing of the BCA. The PIPE investors consist of new and current shareholders in AERKOMM. There may be more capital raised prior to the business combination, but there is no minimum cash condition for the transaction. In the event of termination of the merger agreement, Aerkomm will pay to IXAQ a termination fee in the amount equal to the lesser of (i) the IXAQ Reimbursable Termination Expenses multiplied by 1.5 or (ii) $5,000,000 (the ? Cause Termination Fee ?) or a termination fee in the amount equal to $12,000,000 (the ? Non-Cause Termination Fee ?)

The transaction is subject to SEC review,;approval by IXAQ and AERKOMM shareholders; IXAQ?s initial listing application being conditionally approved for listing on a national securities exchange; effectiveness of the Registration Statement; the domestication will have been consummated on the day that is at least one Business Day prior to the closing date; the size and composition of the post-Closing IXAQ Board of Directors will have been appointed; all applicable waiting periods, if any, under the HSR Act with respect to the merger shall have expired or been terminated; after giving effect to the transactions contemplated hereby, IXAQ shall have at least $5,000,001 of net tangible assets; execution and delivery of ancillary agreements including AERKOMM support agreement, the Sponsor Support Agreement, the Lock-Up Agreement, the Registration Rights Agreement, the Incentive Merger Consideration Escrow Agreement and the Restrictive Covenant Agreements; AERKOMM shall have delivered to IXAQ a resignation from AERKOMM of each director of AERKOMM listed; the PIPE Investment shall have been consummated; IXAQ Certificate of Incorporation shall have been filed with and declared effective;
and to the satisfaction of certain other customary closing conditions. The Board of Directors of each of Aerkomm and IXAQ have unanimously approved the merger agreement and resolved to recommend that their respective shareholders approve the merger. Completion of the transaction is expected in Q3 2024. Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal advisor to IXAQ. Edward ?Ted? Johnson of ZelusTech Law & Strategic Advisory advised AERKOMM Inc and David Case of Rimon advised on all intellectual property matters.