IB Acquisition Corp. 10-Q

Item 1A. Risk Factors As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. Other than the additional risk factors set forth below, there have been no material changes to the risk factors disclosed in the section titled “Risk Factors” contained in our Annual Report on Form 10-K filed with the SEC on December 29, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC. We may not be able to consummate the Business Combination contemplated by the Business Combination Agreement within the Combination Period. On March 16, 2026, we entered into the Business Combination Agreement with GNQ Insilico Inc., as further described in Note 6 to our financial statements. Consummation of the transactions contemplated by the BCA is subject to a number of conditions, including approval by our stockholders and by GNQ’s shareholders, the granting of an interim and final order by the Ontario Superior Court of Justice (Commercial List), the effectiveness of a registration statement on Form S-4, listing of the resulting securities on Nasdaq, and our having a minimum of US$5,000,001 of net tangible assets upon Closing (after giving effect to redemptions and any PIPE investments). There can be no assurance that these conditions will be satisfied, or that the Business Combination will be consummated within the Combination Period (as extended), which currently expires on September 28, 2026. If we are unable to consummate the Business Combination or any other initial business combination within the Combination Period, we will be required to liquidate the Trust Account and dissolve, and our public stockholders may receive less than $10.05 per share. Significant redemptions have substantially reduced the funds available in the Trust Account. In connection with the special meeting held on March 25, 2026 at which our stockholders approved the Second Extension Amendment, stockholders holding 731,741 shares of our common stock exercised their right to redeem their shares for cash, resulting in approximately $7.9 million being removed from the Trust Account. Following these redemptions, approximately $8.2 million remained in the Trust Account as of March 31, 2026. The reduced amount in the Trust Account may make it more difficult for us to satisfy the minimum net tangible asset and other closing conditions of any initial business combination, including the Business Combination contemplated by the BCA, and may reduce the per-share liquidation value of the Trust Account if we are unable to consummate the Business Combination within the Combination Period.