IB Acquisition Corp.

09/30/2026 | Press release | Distributed by Public on 09/30/2026 04:01

Proxy Results, Amendments to Bylaws (Form 8-K)

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 Third 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 March 28, 2027 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 March 28, 2027, 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 March 28, 2027; 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 March 28, 2027, 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 Third 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 5.07 Submission of Matters to a Vote of Security Holders.

On September 24, 2026, the Company held the Special Meeting. At the Special Meeting, a total of 3,444,462 shares of common stock were present by remote communication or represented by proxy at the meeting, representing approximately 69% of the Company's outstanding common stock as of the August 27, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Special Meeting, which was described in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 7, 2026.

1. Extension Proposal: A proposal to amend the Company's amended and restated articles of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company's common stock issued in the Company's initial public offering, from September 28, 2026 until March 28, 2027 (the "Extension").
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
3,437,439 4,523 2,500 0

Based on the foregoing votes, the proposal was approved.

2. Trust Amendment Proposal: A proposal to amend the Investment Management Trust Agreement, dated March 25, 2024, (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Company (the "Trustee"), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the proxy statement, to authorize the Extension and its implementation by the Company.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
3,437,439 4,523 2,500 0

Based on the foregoing votes, the proposal was approved.

3. Adjournment Proposal: A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the forgoing proposals.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
3,437,439 4,523 2,500 0

Based on the foregoing votes, the proposal was approved.

Stockholders holding 117,386 shares of the Company's shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.97 per share of the funds in the Trust Account. As a result, approximately $1,288,199.54 will be removed from the Trust Account to pay such holders, leaving approximately $7,042,627.97 remaining in the Trust Account. This amount is subject to change to account for the payment of tax withdrawals.

IB Acquisition Corp. published this content on September 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 30, 2026 at 10:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]