AERKOMM andNasdaq-Listed IX Acquisition Corp. Announce Merger Agreement and US $35 Million Private Placement
Silicon Valley – March 29, 2024 – AERKOMM Inc. (Euronext:AKOM, OTCQX: AKOM, “AERKOMM”), an innovative satellite technology companyproviding multi-orbit broadband connectivity solutions, and IX Acquisition Corp(Nasdaq: IXAQU, “IXAQ”), a SPAC focused on the technology, media and telecommunicationsindustries, have entered into a definitive Business Combination Agreement(“BCA”) and raised US $35 million in a private placement.
The combined business will be called AKOM Inc.(“AKOM”) and its ordinary shares are expected to result in AERKOMM transferringits listing from Euronext/OTCQX to Nasdaq under the ticker "AKOM”,following the closing of the business combination. It is the intention of thecombined business to also maintain a secondary listing on Euronext.
Transaction highlights
· 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 certainmilestones are achieved.
· Transaction supported by a fund-raise of US $35 million commonequity PIPE (Private Investment in Public Equity) subscribed concurrently with the signing ofthe BCA. The PIPE investors consist ofnew and current shareholders in AERKOMM. There may be more capital raised priorto the business combination, but there is no minimum cash condition for thetransaction.
· ExistingAERKOMM shareholders are anticipated to roll 100% of their equity and may own approximatelytwo-thirds of the new combined pro forma AKOM, subject to final amounts of PIPEcapital raised and of cash retained in IXAQ trust.
· The Nasdaq-listing is intended to enable AKOM toexecute its strategy to provide carrier-neutral and software-definedinfrastructure to deliver mission-critical, multi-orbit satellite broadbandconnectivity.
· Completion of the transaction is expected in Q32024, which is subject to SEC review, to approval by IXAQ and AERKOMMshareholders and to the satisfaction of certain other customary closingconditions.
AERKOMM is an innovative satellite technology company,providing carrier-neutral and software-defined infrastructure for multi-orbit,end-to-end satellite broadband connectivity, serving both public and privatesectors, including Aerospace & Defense and Civilian Telecommunications.AERKOMM has a range of next-generation satellite technologies that offer broadband connectivity bycollaborating with satellite partners and mobile network operators to link users and platforms on the edge to core infrastructurehubs.
AERKOMM has established a strong engagement with leadingsatellite constellation operators spanning multiple orbits, including low-earth orbit (LEO), medium-earth orbit(MEO), geostationary earth orbit (GEO) and highly elliptical orbit (HEO).Additionally, AERKOMM’s technology is currently being implemented in the Aerospace& Defense market, having been tested live in selected defense assets.
AERKOMM is developingpartnerships with both public and private sector clients that have increasingdemands for multi-beam and multi-orbit satellite communications solutions.
AERKOMM holds a strongmarket position. Its target markets, Aerospace & Defenseand Civilian Telecommunications, are expectedto grow from c. $20bn to c. $60bn by 2030 (Sources: Fortune BusinessInsights, Boeing 2023 Annual Report, NSR Report, Teal Group).
AERKOMM has considerabletechnical expertise with executives and innovators drawn from semi-conductors,aerospace, defense, telecoms dual-use and satellite communications sectors.
AERKOMM’s strong capabilities deliverdifferentiated solutions:
· Highthroughput. AERKOMM’s semiconductorglass antenna transmits and receives 50% Mbps more throughput per square-inchcompared to previous state-of-the-art satellite broadband terminals.
· Interoperability. AERKOMM’s universal terminals, includingmulti-orbit glass semiconductor antennas and software-defined radio modems,provide carrier-neutral broadband connectivity. These terminals are designed to meet the diverse needs of users acrossvarious sectors, delivering high-quality connectivity and performance.
· Virtualization. AERKOMM’s software-defined core networkwaveforms integrate satellites and constellations across all major orbits, aswell as advanced 5G and emerging 6G non-terrestrial networks (NTN). This approach enhancesflexibility, scalability and efficiency, allowing for dynamic adaptation toevolving communication needs.
Louis Giordimaina, AERKOMM Chief Executive commented:
“We are delighted to be collaborating with the IXAQ team, who bringconsiderable sector and financial experience and expertise. We will benefitfrom the resources of the IXAQ team, who also have a proven track record in theinternational technology, media and telecoms sectors.
“We are well positioned to address extremely fast-growingmarkets – Aerospace & Defense and Civilian Telecommunications. We are developinga range of pioneering multi-orbit satellite technologies with the capability toprovide end-to-end broadband connectivity in collaboration with our satellitepartners.
“In the defense sector, we have been leveraging our team’slong-time focus on commercial aviation to demonstrate applications forsatellite communications for unmanned aerial vehicles (UAVs). Our technology is achieving positive resultsin real-world settings and we anticipate commencing our first major contract in2024. We will also continue to invest inour talent and partnerships as we position our technology to scale-up.”
Karen Bach, IXAQ ChiefExecutive commented:
“We launched IXAQ with a team of executives from the digitalinfrastructure and telecommunications sectors in order to add value to themanagement teams of our target company – in AERKOMM we have found the rightopportunity.
“Switching AERKOMM’s listing to Nasdaq and combining with our teamof experienced operators will support the business to rapidly evolve into aninstitutional-grade company that is well-positioned to capitalize on thenumerous opportunities in its expanding markets.”
Forward-Looking Statements
This press release contains certain “forward-looking statements” withinthe meaning of the Securities Act of 1933 and the Securities Exchange Act of1934, both as amended. Statements that are not historical facts, includingstatements about the pending transactions among IXAQ, AKOMMerger Sub Inc. (IXAQ’s subsidiary for the purpose of affecting the transaction),and AKOM and the transactions contemplated thereby, and theparties’ perspectives and expectations, are forward-looking statements. Suchstatements include, but are not limited to, statements regarding the proposedtransaction, including the anticipated initial enterprise value andpost-closing equity value, the benefits of the proposed transaction,integration plans, expected synergies and revenue opportunities, anticipatedfuture financial and operating performance and results, including estimates forgrowth, the expected management and governance of the combined company, and theexpected timing of the transactions. The words “expect,” “believe,” “estimate,”“intend,” “plan” and similar expressions indicate forward-looking statements.These forward-looking statements are not guarantees of future performance andare subject to various risks and uncertainties, assumptions (includingassumptions about general economic, market, industry and operational factors),known or unknown, which could cause the actual results to vary materially fromthose indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) risksrelated to the expected timing and likelihood of completion of the pendingtransaction, including the risk that the transaction may not close due to oneor more closing conditions to the transaction not being satisfied or waived,such as regulatory approvals not being obtained, on a timely basis orotherwise, or that a governmental entity prohibited, delayed or refused togrant approval for the consummation of the transaction or required certainconditions, limitations or restrictions in connection with such approvals; (ii)risks related to the ability of IXAQ, AKOMMerger Sub Inc., and AKOM to successfully integrate the businesses; (iii)the occurrence of any event, change or other circumstances that could give riseto the termination of the applicable transaction agreements; (iv) the risk thatthere may be a material adverse change with respect to the financial position,performance, operations or prospects of IXAQ, AKOMMerger Sub Inc., or AKOM; (v) risks related to disruption of managementtime from ongoing business operations due to the proposed transaction; (vi) therisk that any announcements relating to the proposed transaction could haveadverse effects on the market price of IXAQ’ssecurities; (vii) the risk that the proposed transaction and its announcementcould have an adverse effect on the ability of IXAQ, AKOMMerger Sub Inc., and AKOM to retain customers and retain and hire keypersonnel and maintain relationships with their suppliers and customers and ontheir operating results and businesses generally; (viii) the risk that thecombined company may be unable to achieve cost-cutting synergies or it may takelonger than expected to achieve those synergies; and (ix) risks associated withthe financing of the proposed transaction. A further list and description ofrisks and uncertainties can be found in IXAQ’s IPOprospectus filed with the SEC and in the Registration Statement on Form S-4 andproxy statement/prospectus that will be filed with the SEC by IXAQ inconnection with the proposed transactions, and other documents that the partiesmay file or furnish with the SEC, which you are encouraged to read. Should oneor more of these risks or uncertainties materialize, or should underlyingassumptions prove incorrect, actual results may vary materially from thoseindicated or anticipated by such forward-looking statements. Accordingly, youare cautioned not to place undue reliance on these forward-looking statements.Forward-looking statements relate only to the date they were made, and IXAQ, AKOMMerger Sub Inc., and AKOM and their subsidiaries undertake no obligation toupdate forward-looking statements to reflect events or circumstances after thedate they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein, IXAQ will filerelevant materials with the SEC, including the Registration Statement on FormS-4 and a proxy statement/prospectus. The proxy statement/prospectus and aproxy card will be mailed to shareholders of IXAQ as of arecord date to be established for voting at the shareholders’ meeting relatingto the proposed transactions. Shareholders will also be able to obtain a copyof the Registration Statement on Form S-4 and proxy statement/prospectus withoutcharge from IXAQ. The RegistrationStatement on Form S-4 and proxy statement/prospectus, once available, may alsobe obtained without charge at the SEC’s website at www.sec.gov or by writing toIXAQ at 53 Davies Street, W1K 5JH United Kingdom.INVESTORS AND SECURITY HOLDERS OF IXAQ ARE URGED TO READTHESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHERRELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT IXAQ WILL FILEWITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION ABOUT IXAQ, AKOM MERGER SUB,AKOM AND THE TRANSACTIONS.
Participants in Solicitation
The AKOM Merger Sub and the AKOM and certain shareholders of IXAQ, and theirrespective directors, executive officers and employees and other persons may bedeemed to be participants in the solicitation of proxies from the holders of IXAQ ordinaryshares in respect of the proposed transaction. Information about IXAQ’sdirectors and executive officers and their ownership of IXAQ’s ordinaryshares is set forth in IXAQ’s RegistrationStatement on Form S-1 filed with the SEC. Other information regarding theinterests of the participants in the proxy solicitation will be included in theproxy statement/prospectus pertaining to the proposed transaction when itbecomes available. These documents can be obtained free of charge from thesources indicated above.
No Offer or Solicitation
This press release shall not constitute an offer to sell or thesolicitation of an offer to buy any securities, nor shall there be any sale ofsecurities in any states or jurisdictions in which such offer, solicitation, orsale would be unlawful prior to registration or qualification under thesecurities laws of any such jurisdiction. No offering of securities shall bemade except by means of a prospectus meeting the requirements of Section 10 ofthe Securities Act of 1933, as amended, or an exemption therefrom. This pressrelease is not a prospectus for the purposes of the regulation (EU) 2017/1129of 14 June 2017 (the “EU Prospectus Regulation”). The securities of AERKOMMadmitting for trading on the professional segment (compartiment professionnel)of the regulated market of Euronext Paris are addressed solely to QualifiedInvestors, as defined in the EU Prospectus Regulation and in accordance withthe provisions of Article L. 411-2, 1° of the French Code monétaire etfinancier.
Contact
Investors – IR@AERKOMM.COM
Media – MEDIA@AERKOMM.COM