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IB Acquisition Corp.

For the period ended Mar 16, 2026. Filed Mar 16, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Mar 16, 2026 · Filed Mar 16, 2026

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IBAC$10.81-0.5%Stored close · as of Nov 2, 2026
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Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction between IB Acquisition and GNQ. Such forward-looking statements include, but are not limited to, statements regarding the closing of the transaction and IB Acquisition’s, GNQ’s, or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IB Acquisition and GNQ. Many factors could cause actual future events to differ from the forward-looking statements in this Current Report on Form 8-K, including but not limited to, (i) the risk that the transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the stockholders of IB Acquisition, the satisfaction of the minimum trust account amount following any redemptions by IB Acquisition’s public stockholders and the receipt of certain governmental and regulatory approvals, (iii) risks related to the timing, outcome, and scope of review by the SEC of the registration statement on Form S-4, (iv) the inability to complete the PIPE offering, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement entered into by IB Acquisition and GNQ, (vi) the outcome of any legal proceedings that may be instituted against IB Acquisition and/or GNQ related to the business combination agreement entered into by IB Acquisition and GNQ or the transactions contemplated thereby, (vii) the ability to maintain the listing of IB Acquisition’s stock on Nasdaq (or, if applicable, to list and maintain the listing of the combined entity on the NYSE), (viii) volatility in the price of IB Acquisition’s securities, (ix) costs related to the transactions and the failure to realize anticipated benefits of the transactions or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (x) the effect of the announcement or pendency of the transaction on GNQ’s business relationships, operating results, performance and business generally, (xi) risks that the transactions disrupt current plans and operations of GNQ, (xii) changes in the combined capital structure of IB Acquisition and GNQ following the transactions, (xiii) changes in the competitive industries and markets in which GNQ operates or plans to operate, (xiv) changes in laws and regulations affecting GNQ’s business, (xv) the ability to implement business plans, forecasts, and other expectations after the completion of the transactions, and identify and realize additional opportunities, (xvi) risks related to the uncertainty of GNQ’s projected financial information, (xvii) risks related to GNQ’s limited operating history, the rollout of its business and the timing of expected business milestones, (xviii) risks related to GNQ’s potential inability to achieve or maintain profitability and generate cash, (xix) current and future conditions in the global economy, and their impact on GNQ, its business and markets in which it operates, (xx) the ability of GNQ to retain existing customers and attract new customers, (xxi) the potential inability of GNQ to manage growth effectively, (xxii) the enforceability of GNQ’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others, and (xxiii) the ability to recruit, train and retain qualified personnel. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of IB Acquisition’s Form S-1 Registration Statement filed with the SEC on March 27, 2024, IB Acquisition’s Form 10-K filed on December 29, 2025, the Form S-4 Registration Statement that IB Acquisition will file, which will include a proxy statement/prospectus, and other documents filed or to be filed by IB Acquisition from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and IB Acquisition and GNQ assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither IB Acquisition nor GNQ gives any assurance that either IB Acquisition or GNQ will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
2.1*Business Combination Agreement, dated as of March 16, 2026, by and between IB Acquisition Corp and GNQ Insilico Inc.
10.1**Side Letter Agreement, dated March 16, 2026, by and between IB Acquisition Corp. and GNQ Insilico Inc.
10.2**Form of Secured Convertible Promissory Note.
10.3**Form of Warrant Certificate.
10.4**Shareholder Support Agreement, dated as of March 16, 2026, by and among IB Acquisition Corp., GNQ Insilico Inc. and the GNQ shareholders party thereto.
10.5**Sponsor Support Agreement, dated as of March 16, 2026, by and among IB Acquisition Corp., GNQ Insilico Inc., and the Sponsor.
10.6**Form of Lock-Up Agreement.
99.1Joint Press Release, dated March 16, 2026.
99.2Form of Investor Presentation.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). IB Acquisition agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; however, IB Acquisition may request confidential treatment of omitted items.
**Confidential treatment has been requested for portions of this exhibit. Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that is treated as private or confidential by the Registrant. the Registrant hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request.
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