Business Context and Reporting Period
Company: IB Acquisition Corp. (IBAC)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended September 30, 2025
Business Overview: IB Acquisition Corp. is a blank check company (SPAC) formed to effect a merger, share exchange, or asset acquisition with one or more target businesses. The company has no specific business combination under consideration as of the filing date. It targets companies in consumer goods, sports and entertainment, and healthcare technology with an enterprise value of at least $500 million.
Extension Status: On September 22, 2025, stockholders approved an extension of the deadline to consummate an initial business combination from September 28, 2025, to March 28, 2026.
Key Financial Metrics
| Metric | Year Ended Sept 30, 2025 | Year Ended Sept 30, 2024 |
|---|---|---|
| Net Income | $3,416,169 | $1,867,387 |
| Operating Expenses | $748,908 | $523,974 |
| Interest/Dividends (Trust Account) | $5,130,712 | $3,026,873 |
| Income Tax Provision | $965,635 | $635,512 |
| Cash Used in Operating Activities | ($1,318,100) | ($820,959) |
| Cash and Investments in Trust Account | $15,890,194 | $118,601,873 |
| Cash (Outside Trust) | $428,700 | $822,799 |
| Restricted Cash | $787,365 | $0 |
| Total Liabilities | $1,832,100 | $722,230 |
| Stockholders' Equity (Deficit) | ($681,323) | $1,111,797 |
Material Changes vs. Prior Period
- Massive Share Redemption: In connection with the extension vote on September 22, 2025, approximately 10,009,120 shares were redeemed. Approximately $106.1 million was withdrawn from the Trust Account to pay redeeming stockholders at ~$10.60 per share.
- Trust Account Reduction: The Trust Account balance decreased from $118.6 million in 2024 to $15.9 million in 2025 due to the redemptions.
- Excise Tax Liability: The company recorded a $1,061,310 liability for the 1% excise tax on stock repurchases (redemptions) under the Inflation Reduction Act. This liability was $0 in the prior year.
- Equity Deficit: Due to the remeasurement of common stock subject to redemption and the excise tax charge, the company moved from positive stockholders' equity in 2024 to a deficit of ($681,323) in 2025.
- Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern due to a lack of liquidity to sustain operations for at least one year without a business combination.
Outlook, Risks, and Contingencies
- Deadline: The company must complete an initial business combination by March 28, 2026, or it will liquidate and redeem remaining public shares.
- Liquidity Risk: The company has a working capital deficit of $588,202. It relies on loans from the sponsor or affiliates to fund operations and transaction costs. There is no assurance that additional financing will be available.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of September 30, 2025, due to inadequate segregation of duties and insufficient written policies.
- Conflicts of Interest: Initial stockholders and management have significant economic incentives to complete a business combination even if the target is risky, as they purchased founder shares at a nominal price ($0.0009/share).
- Market Risk: The company is subject to risks associated with geopolitical instability, inflation, and market volatility which could impact the ability to find a target or secure financing.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of the Trust Account ($15.9M) against the number of remaining public shares to confirm the per-share redemption value.
- Extension Vote Details: Confirm the exact number of shares remaining outstanding after the September 2025 redemptions (1,490,880 public shares subject to redemption).
- Excise Tax Payment: Monitor whether the $1.06M excise tax liability has been paid or if it will be funded from the Trust Account interest or working capital loans.
- Going Concern Status: Assess the company's ability to secure working capital loans from the sponsor to survive until the March 2026 deadline.
- Internal Control Remediation: Review future filings for plans to remediate the material weaknesses in internal controls over financial reporting.