IBAC

Business Context and Reporting Period

Company: IB Acquisition Corp. (IBAC), a blank check company (SPAC) incorporated in Nevada.

Reporting Period: Quarterly period ended June 30, 2026.

Status: The Company is an emerging growth company and a shell company. It has not commenced operations and generates no operating revenue. Its primary activity is identifying a target for a Business Combination.

Key Development: On March 16, 2026, the Company entered into a Business Combination Agreement with GNQ Insilico Inc. The deadline to consummate a transaction has been extended to September 28, 2026.

Key Financial Metrics

Material Changes vs. Prior Period

• Profitability Shift: The Company reported a net loss of $567,166 for the three months ended June 30, 2026, compared to net income of $818,610 in the same period in 2025. This reversal is primarily due to a significant decrease in interest income earned on the Trust Account ($72,485 vs. $1,254,202) and an increase in general and administrative expenses ($624,429 vs. $172,210).
• Trust Account Reduction: The Trust Account balance decreased from $15,890,194 as of September 30, 2025, to $8,261,479 as of June 30, 2026. This reduction is attributed to significant shareholder redemptions ($7.9 million in March 2026 and $106.1 million in September 2025) and withdrawals for tax payments.
• Liabilities: Excise taxes payable increased to $1,442,167 (including penalties and interest) due to redemptions, and a new $500,000 promissory note from a related party was issued during the period.
• Share Count: Shares subject to possible redemption decreased from 1,490,880 to 759,139 following redemptions.

Outlook, Risks, and Management Commentary

• Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. With only $30,161 in operating cash and a working capital deficit of $2.2 million, the Company lacks liquidity to sustain operations for at least one year without a Business Combination or additional financing.
• Business Combination: The Company is pursuing a merger with GNQ Insilico Inc. Closing conditions include court approval, shareholder votes, and maintaining minimum net tangible assets of $5,000,001. The deadline is September 28, 2026.
• Financing: The Company has secured a $250,000 tranche of a potential $2,000,000 bridge financing (convertible notes) for the target company. The Sponsor has also provided a $500,000 promissory note to the SPAC.
• Tax Obligations: The Company has an unpaid excise tax liability of approximately $1.44 million related to share redemptions, which includes accrued penalties and interest. Failure to pay may result in further penalties.
• Internal Controls: Management concluded that disclosure controls and procedures were not effective as of June 30, 2026, citing segregation of duties and lack of supervision.

Investor Verification Checklist

• Trust Account Sufficiency: Verify if the remaining $8.26 million in the Trust Account is sufficient to meet the $5,000,001 net tangible asset requirement after accounting for the $1.44 million excise tax liability and potential further redemptions.
• Excise Tax Payment Plan: Confirm the Company's strategy for settling the unpaid excise tax liability and accrued penalties to avoid further erosion of the Trust Account.
• Bridge Financing Status: Monitor the status of the remaining $1.75 million of the proposed bridge financing for GNQ and the likelihood of closing the Business Combination by September 28, 2026.
• Liquidity Runway: Assess the risk of liquidation if the Business Combination fails, given the minimal operating cash ($30,161) and reliance on Sponsor loans.
• Internal Control Remediation: Review any subsequent filings for updates on the remediation of ineffective disclosure controls.