UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 25, 2026
IB Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41988 | 85-2946784 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1200 N Federal Highway, Suite 215
Boca Raton, FL 33432
(Address of principal executive offices) (Zip Code)
(214) 687-0020
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | IBAC | The NASDAQ Stock Market LLC | ||
| Rights, each entitling the holder to receive one-twentieth of one share of common stock | IBACR | The NASDAQ Stock Market LLC |
| Item 1.01 | Entry into a Material Definitive Agreement. |
As approved by the Company’s stockholders at a special meeting held on March 25, 2026 (the “Special Meeting”), on March 25, 2026, IB Acquisition Corp. (the “Company”) entered into Amendment No. 2 (the “Trust Amendment”) to the Investment Management Trust Agreement, dated as of March 25, 2024, with Continental Stock Transfer & Trust Company, as trustee (the “Trustee”).
Pursuant to the Amendment, Section 1(i) of the Trust Agreement was amended and restated to authorize the Company to extend the deadline by which it must consummate its initial business combination by an additional six (6) months from March 28, 2026 to September 28, 2026. If the Company fails to complete a business combination by the later of September 28, 2026, or such later date as may be approved by the Company’s stockholders in accordance with its amended and restated articles of incorporation, the Trust Account will be liquidated in accordance with the procedures set forth in the Trust Amendment. The Trust Amendment further provides that no amounts will be deducted from the Trust Account to pay dissolution expenses.
Additionally, Exhibit B to the Trust Agreement, relating to the Termination Letter, was amended and restated to reflect the updated date by which the Company must consummate a business combination.
All other provisions of the Trust Agreement remain unaffected by the Amendment.
The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2 to the Investment Management Trust Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| 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 Second 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 September 28, 2026 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 September 28, 2026, 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 the September 28, 2026; 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 September 28, 2026, 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 Second 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 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 3.1 | Second Amendment to the Amended and Restated Articles of Incorporation | |
| 10.1 | Amendment No. 2 to the Investment Management Trust Agreement | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IB Acquisition Corp. | ||
| Date: March 27, 2026 | By: | /s/ Al Lopez |
| Al Lopez | ||
| Chief Executive Officer | ||
Exhibit 3.1
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
IB ACQUISITION CORP.
Pursuant to Sections 78.385, 78.390, and 78.403
of the Nevada Revised Statutes
IB ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, does hereby certify as follows:
| 1. | The name of the Corporation is IB Acquisition Corp. The Corporation’s Articles of Incorporation were filed in the office of the Secretary of State of the State of Nevada on September 30, 2023 (the “Original Certificate”). An Amended and Restated Articles of Incorporation was filed in the office of the Secretary of State of the State of Nevada on February 7, 2024 (as amended, the “Amended and Restated Articles of Incorporation”). | |
| 2. | This Second Amendment to the Amended and Restated Articles of Incorporation (this “Amendment”) amends the Amended and Restated Articles of Incorporation of the Corporation. | |
| 3. | This Amendment was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 78.390 of the Nevada Revised Statutes, as amended from time to time (the “NRS”). | |
| 4. | The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows: |
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 17, 2023, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by September 28, 2026 and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of these Amended and Restated Articles relating to stockholders’ rights or any pre-initial Business Combination activity as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are I-B Good Works 4, LLC (the “Sponsor”), or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
| 5. | The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows: |
(d) In the event that the Corporation has not consummated an initial Business Combination by September 28, 2026, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes, by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the NRS to provide for claims of creditors and other requirements of applicable law.
| 6. | The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows: |
Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to these Amended and Restated Articles (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by September 28, 2026 or (b) with respect to any other material provisions of these Amended and Restated Articles relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.
IN WITNESS WHEREOF, IB Acquisition Corp. has caused this Amendment to the Amended and Restated Articles to be duly executed in its name and on its behalf by an authorized officer as of this 25th day of March, 2026.
| IB ACQUISITION CORP. | ||
| By: | /s/ Al Lopez | |
| Name: | Al Lopez | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 2 (this “Amendment”), dated as of March 25, 2026, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between IB Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into the Trust Agreement on March 25, 2024;
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at a special meeting of the Company held on March 25, 2026, the Company’s stockholders approved (i) a proposal to amend the Company’s Amended and Restated Articles of Incorporation (the “A&R AOI”) to authorize the Company to extend the date of March 28, 2026, by six (6) additional months (ultimately until September 28, 2026) by which the Company must (a) consummate a merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination, which we refer to as our initial business combination, or (b) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the shares of common stock of the Company included as part of the units sold in the Company’s initial public offering that was consummated on March 28, 2024, and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company.
NOW THEREFORE, IT IS AGREED:
| 1. | Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) September 28, 2026 and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated articles of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;”
| 2. | All other provisions of the Trust Agreement shall remain unaffected by the terms hereof. |
| 3. | This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment. |
| 4. | This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(d) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto. |
| 5. | This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. |
| 6. | Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as follows: |
[Letterhead of Company]
[Insert Date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account — Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between IB Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March 25, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated articles of incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [__](1) as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the amended and restated articles of incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
(1) September 28, 2026.
| Very truly yours, | ||
| IB ACQUISITION CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
cc: I-Bankers Securities, Inc. and IB Capital LLC IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Trust Agreement as of the date first written above.
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
||
| By: | /s/ Francis Wolf | |
| Francis Wolf | ||
| Vice President | ||
| IB ACQUISITION CORP. | ||
| By: | /s/ Al Lopez | |
| Al Lopez | ||
| Chief Executive Officer | ||