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IX Acquisition Corp. *

IX Acquisition Corp. *

Sep 16, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: AKOM Inc.

ENTERPRISE VALUE: $240 million
ANTICIPATED SYMBOL: AKOM

IX Acquisition Corp. proposes to combine with AKOM Inc.

AERKOMM is a forward-looking satellite technology company that specializes in providing broadband connectivity through a carrier-neutral, software-defined infrastructure capable of supporting multi-orbit satellite communications across low-earth orbit (LEO), medium-earth orbit (MEO), geostationary earth orbit (GEO), and highly elliptical orbit (HEO). The company collaborates with satellite partners and mobile network operators to deliver end-to-end satellite broadband connectivity solutions tailored for both public and private sectors, including applications in Aerospace & Defense and Civilian Telecommunications. With a commitment to innovation, AERKOMM has established strong engagements with leading satellite constellation operators and is developing partnerships to meet the increasing demand for multi-beam and multi-orbit satellite communications solutions.

SUBSEQUENT EVENT – 12/4/24 – LINK 

  • The SPAC entered into one new SAFE Agreement. The SPAC has now entered into SAFE Agreements for an aggregate of $4,997,200.
  • The SAFE Agreements will automatically convert upon the closing of the merger at $11.50 per share. If the SAFE Agreements automatically convert upon the closing of the merger, in addition to 434,539 shares, the SAFE Agreements are also convertible into an additional 94% of the number of shares, or 408,466 shares to be held in escrow subject to the same Milestone Events outlined in the Merger Agreement under the Incentive Merger Consideration (the “Incentive Shares”) section.

EXTENSION – 10/11/24 – LINK

  • The SPAC approved an extension from October 12, 2024 to October 12, 2025.
    • 1,235,698 shares were redeemed.
    • An additional $0.03/Share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 9/30/24 – LINK

  • The SPAC made the following amendments to the business combination:
    • Any lock-up to the Sponsor will be terminated at the Closing.
    • The Sponsor earn-out shares were decreased to 25% of the Founder Shares

SUBSEQUENT EVENT – 5/17/24 – LINK – 8/12/24 – LINK

  • As of May 13, 2024, an aggregate of $2 million of SAFE Investment has been made.
    • The SAFE Investment will initially be placed in an escrow account and may be released from such escrow account to an account of the Company pursuant to the joint written instructions of the Company and the Parent.
  • As of August 12, 2024, SAFE Agreements for an aggregate of $2,585,200 have been entered into. – LINK

TRANSACTION

  • Adjusted enterprise value of AERKOMM is US$200 million, as well as up to US$200 million of earnout shares for the AERKOMM shareholders, if certain milestones are achieved.
  • Completion of the transaction is expected in Q3 2024, which is subject to SEC review

SPAC FUNDING

  • Transaction supported by a fund-raise of US $35 million common equity PIPE (at $11.50 per share) 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.
  • The Company will exercise reasonable best efforts to obtain a PIPE Investment Amount of at least $65,000,000.

EARNOUT

  • Company
    • Up to US $200 million of earnout shares (at $11.50 per share) for the AERKOMM shareholders, if certain milestones are achieved as follows:
      • (i) One third will be issued upon the share price equaling or exceeding $12.50 per share,
      • (ii) One third will be issued upon the share price equaling or exceeding $15.00 per share, and
      • (iii) One third will be issued upon the share price equaling or exceeding $17.50 per share.
  • Sponsor ( AMENDED )
    • The Sponsor shall have such number of shares available for issuance equal to approximately 15% of the shares of Parent Class A Common Stock to be issued and outstanding immediately after the Closing.
    • Up to 2.9 million shares will be issued to the sponsor, if the following milestones are achieved:
      • (i) One third will be issued upon the share price equaling or exceeding $12.50 per share,
      • (ii) One third will be issued upon the share price equaling or exceeding $15.00 per share, and
      • (iii) One third will be issued upon the share price equaling or exceeding $17.50 per share.
    • The Sponsor earn-out shares were decreased to 25% of the Founder Shares (Approximately 1,000,530 Shares) – LINK

LOCK-UP

  • Company
    • The shares comprising the Aggregate Merger Consideration will be subject to a lock-up for a period of twelve (12) months following the Closing Date.
  • Sponsor
    • One year following the business combination or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after the closing.
      • The Sponsor Lock-up was terminated – LINK

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash condition for the transaction.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated if the Closing has not occurred on or before October 12 2024 (the “Outside Closing Date”) (provided that, if the SEC has not declared the Registration Statement and Proxy Statement effective on or prior to October 12, 2024, the Outside Closing Date will be automatically extended by 6 months).

MISCELLANEOUS

  • In the event that the Parent consummates the Business Combination, Cantor agrees that it will forfeit $6,475,000 of the aggregate original deferred fee that would otherwise be payable by the Parent to Cantor, resulting in a remainder of $1,995,000.
  • In the event that the Parent consummates the Business Combination, Odeon agrees that it will forfeit $2,775,000 of the aggregate original deferred fee that would otherwise be payable by the Parent to Odeon, resulting in a remainder of $855,000.

ADVISORS

  • Company
    • None listed in the Press Release
  • SPAC
    • None listed in the Press Release

EXTENSION – 12/15/23 – LINK

  • The SPAC approved an extension from December 12, 2023 on a monthly basis up to ten (10) times until October 12, 2024.
    • 1,817,650 shares were redeemed.
    • $50,000 per month will be deposited into the trust account.

EXTENSION – 4/14/23 – LINK

  • The SPAC approved an extension consisting of twelve 1-month extensions beginning on April 12, 2023 up until April 12, 2024.
    • 18,336,279  shares were redeemed.
    • $160,000 per month will be deposited into the trust account.

MANAGEMENT & BOARD

Executive Officers

Guy Willner, 57 [Resigned]
 Executive Chairman and Director Nominee

Guy Willner, our Executive Chairman and Director Nominee, is the co-founder, Chairman and former CEO of IXcellerate, a datacenter operator in Russia providing co-location and peering services for financial institutions, multinational corporations, international carriers, hyperscale operators and major content operators. He has also served as the co-founder and Chairman of IXAfrica since 2018 and previously served as the CEO of IXEurope (LSE: IXE) from 1999 to 2007. Mr. Willner founded IXEurope in 1998 and oversaw the company’s growth from a sole datacenter in London to a network of 14 datacenters located in four countries (France, UK, Germany and Switzerland) and eight cities, fueled, in part, by the company successfully executing eight acquisitions between 2004 and 2006. This rapid expansion resulted in IXEurope winning first place in the 2002 UK Sunday Times Tech Track awards as the fastest growing technology company in the UK, and Mr. Willner was a finalist in the 2003 Ernst and Young UK Entrepreneur of the Year awards. With his team, the company was successfully listed on London’s AIM market (LSE: IXE) in April 2006. That same year, the company received the Queen’s Award for International Trade in recognition of its spectacular growth across Europe. In September 2007, IXEurope was purchased by Equinix (NASDAQ: EQIX) for $555 million, and Mr. Willner remained as the President of Equinix’s European sector through June 2008. Mr. Willner invested in and joined the board of directors of Teraco Data Environments (South Africa) in 2008 and remained as a shareholder and board member until 2014 when the company was sold to Permira. In 2018, Mr. Willner founded IXAfrica, a hyperscale datacenter operator in Kenya that is projected to be the largest hyperscale datacenter campus in East Africa by 2025. Mr. Willner holds a bachelor’s degree in engineering from Oxford Brookes University.

Karen Bach, 51 [Resigned]
Chief Executive Officer and Director Nominee

Karen Bach, our Chief Executive Officer and Director Nominee, is the Chairman of Aferian Plc (media tech, LSE: AFRN), Consult Red Ltd (IoT and connected devices IT services) and DeepMatter Plc (digitization of chemistry and drug discovery, LSE: DMTR). She is also a non-executive director of Datapharm Ltd (health-pharma tech) and Escape Hunt Plc (entertainment and escape rooms, LSE: ESC). Previously, from 2012 to 2019, Ms. Bach served as the Independent Chairperson of IXcellerate Ltd. She has also served as a non-executive director of Belvoir Lettings Plc (LSE: BLV) and trustee of the Learning Foundation. Ms. Bach brings significant international experience, as she served as Chief Financial Officer at growing technology businesses such as IXEurope Plc (LSE: IXE), ACS Plc and Kewill Plc, in addition to blue chip multi-national corporations, including EDS France, MCI WorldCom, General Motors (NYSE: GM) and Ernst & Young. Ms. Bach obtained her bachelor’s degree from the University of Bradford, graduated from the EM Strasbourg Business School and is a qualified Chartered Accountant with the Institute of Chartered Accountants in England and Wales.

Noah Aptekar, 34 [Appointed]
Chief Executive Officer, Chief Financial Officer, Chief Operations Officer and Director

Noah Aptekar, our Chief Financial Officer, Chief Operations Officer and Director, has extensive experience in innovation, finance and operations in high-technology industries, with particular expertise on terrestrial and space-based telecommunications. From August 2016 through March 2020, Mr. Aptekar worked for SpaceX, the largest US-based “unicorn” company, where he brought financial discipline to the production division, which accounted for approximately one-third of the company’s employees actively engaged in the production and manufacturing of vehicles, and was responsible for financial planning, cost analysis and budget management activities for the division’s nine-figure annual operating and capital spend. Most recently, he was the project lead for one of the largest future budget items for SpaceX, the Starlink User Terminal. Furthermore, at SpaceX, Mr. Aptekar identified and implemented operational efficiencies to control cost and reduce risk while overseeing the development of a new consumer electronics manufacturing facility. Between 2012 and 2014, while working for Colorado’s then-Governor John W. Hickenlooper in the Office of Economic Development and International Trade, Mr. Aptekar co-created the $100+ million Advanced Industries fund, which matches private investments with high-tech businesses and entrepreneurs. He also established and managed the due diligence and investment committee processes for the Advanced Industries fund. One of the first recipients of Advanced Industries funding, Lightning Hybrids, announced in December 2020 its participation in an initial business combination with GigCapital3 Acquisition Corp. (NYSE: GIK.U) and began trading publicly as Lightning eMotors (NYSE: ZEV) beginning in May 2021. Another of the first recipients of Advanced Industries funding, Solid Power, Inc, announced in June 2021 its participation in an initial business combination with Riverstone Holdings LLC’s Decarbonization Plus Acquisition Corporation III (NASDAQ: DCRC). It is anticipated that the business combination would include a $165m PIPE in addition to Solid Power, Inc’s recently-closed Series B for $135 million, which included participation by global automakers Ford and BMW. Currently, Mr. Aptekar is the principal of Next Century Innovations, a global consulting company. Mr. Aptekar has a bachelor’s degree from the University of Pennsylvania, an MBA from Yale University and has taken courses in pursuit of a Master of Science from the Georgia Institute of Technology.

Victoria Reid, 47 [Resigned]
Vice President

Victoria Reid, our Vice President, has been the Vice President of Business Development at IDC-G since 2016. In 2014, Ms. Reid was part of the team at IXcellerate that successfully engaged Japanese Bank Sumitomo to becoming shareholders and investors in the company. In 2016, Ms. Reid supported Guy Willner on the successful launch of IXAfrica, with an initial campus in Kenya that is projected to be the largest hyperscale datacenter campus in East Africa by 2025. In 2018, Ms. Reid supported the team that secured an investment by Goldman Sachs into IXcellerate. Ms. Reid attended Edinburgh Napier University.

Board of Directors

Ian Spence, 50 [Resigned]
Director Nominee

Mr. Spence is the founder and Chairman of Megabuyte, an origination, transaction support and data analytics platform enabling investors, advisers and chief experience officers to identify, benchmark monitor, and filter UK mid-market technology companies. Considered the technology sector’s most informed and influential commentator, Megabuyte’s research service is a valuable resource for over 2,000 industry leaders. In addition to directing day-to-day operations, Mr. Spence has overall responsibility for managing accounts, developing business and setting the strategic direction of the company. Recently, Mr. Spence has been twice recognized by Debretts and The Sunday Times as one of the 20 most influential people in the UK technology sector. Prior to founding Megabuyte, From 1994 to 2005, Mr. Spence was a successful technology analyst at Robert W. Baird, and he holds a bachelor’s degree in Accounting and Finance from Manchester Metropolitan University.

Andrew Bartley, 57 [Resigned]
Director Nominee

Mr. Bartley is a former Chief Investment Officer for TMT at the International Finance Corporation (IFC). There, Mr. Bartley principally originated, structured and managed complex equity, mezzanine and senior debt financings in the TMT and infrastructure sectors in emerging markets. During the course of his career, Mr. Bartley has held various non-executive director roles in a variety of companies, including serving as a non-executive director for IXcellerate and working alongside our Chairman Guy Willner and our Chief Executive Officer Karen Bach, and has been responsible for billions in debt and equity financings in Latin America, Africa, Asia and Europe. Prior to joining the IFC, he worked for Monenco Agra in project management and systems engineering. Mr. Bartley holds a Bachelor’s of Engineering from the University of Bristol, UK, and an MBA from The Kellogg School of Management, Northwestern University.

Eduardo Marini, 41
Director Nominee

Mr. Marini is the Chief Executive Officer and co-founder of green4T, a leading IT infrastructure services provider operating in Brazil, Argentina, Chile, Uruguay, Peru, Colombia, Ecuador and Costa Rica. Prior to co-founding green4T in 2016, Mr. Marini was the Vice President and interim CEO of Aceco TI, a leader in design, construction, and maintenance of high-availability datacenters in Latin America, formerly owned by the global investment firm Kohlberg Kravis Roberts (KKR). Before joining Aceco TI, Mr. Marini was a private equity investor with General Atlantic (GA), a global private equity firm focused on growth investments. While at GA, he held various non-executive director roles and oversaw new investments in Latin America in the technology and financial services sectors, having completed one of the most successful investments by GA to date in XP Inc. (NASDAQ:XP), an investment management company currently valued at more than $20 billion. His experience also includes private equity and investment banking roles at Actis, Lazard, and Bank of America, both in Brazil and in the United States. Mr. Marini is a licensed attorney and holds an LL.B. degree from the Universidade Federal de Minas Gerais (UFMG) and an MBA from the Yale School of Management.

Shannon Grewer, 45
Director Nominee

Ms. Grewer is a corporate lawyer with significant experience working with early-stage companies in emerging markets. She spent 15 years working in Washington, D.C. with several major international law firm, where she regularly advised clients across multiple sectors, including power, oil and gas, mining, banking, retail, consumer goods, entertainment and aviation. Ms. Grewer has significant transactional experience in project finance, private equity and corporate acquisitions and divestitures as well. She spent four years as the General Counsel for Towershare, the largest independent tower company based in the Middle East. Ms. Grewer has also led Towershare’s raise of the necessary capital to transition from three employees to more than one hundred employees in Dubai and Pakistan, oversaw multiple tower acquisitions, and closed a successful exit for the company’s investors through a sale to Edotco. She continued to work as a consultant to Edotco and advised on telecommunications infrastructure deals across the Edotco portfolio of companies for two years. In 2020, she helped a team of former Edotco executives raise significant capital from Digital Colony to launch a new infrastructure sharing company focused on Southeast Asia. She is currently working as an advisor to Frontier Tower Associates Philippines, Inc. In addition to telecommunications, Ms. Grewer has negotiated infrastructure projects, including mining, power and commercial agriculture in South America, Sub-Saharan Africa and Southeast Asia. Ms. Grewer holds a bachelor’s degree from the University of Connecticut and a juris doctor degree from Fordham University School of Law.

 

ByAnthony Sozzi