IB Acquisition

The approved amendment mechanically defers the mandatory liquidation trigger by six months, giving the sponsor additional runway to consummate a merger before default triggers force-auction redemptions. The documented redemption activity actively drains the trust balance, recalibrating the residual liquidity cushion per remaining public share. The substantial voter turnout and overwhelming approval margin signal sustained proxy support for the timeline shift, effectively resetting the near-term existential risk horizon while maintaining sufficient trust capital to cover prospective transaction expenses and tax obligations through the new September 28, 2026 cutoff.

The partnership disclosure offers early visibility into GNQ’s commercialization strategy ahead of definitive merger filings, signaling third-party interest in its AI-driven drug discovery and precision medicine platform. However, because the arrangement is explicitly non-exclusive, relies on future joint business planning, and carries a two-year initial term, it does not establish binding revenue commitments, exclusive market access, or guaranteed customer adoption. The filing’s Forward-Looking Statements section attributes significant transaction risks to the parties, including the possibility that the merger fails to close due to insufficient trust account balances following public redemptions, delayed SEC review of the Form S-4, inability to secure Bridge Financing or PIPE capital, or termination events. Consequently, while the alliance underscores product viability, it does not mitigate near-term redemption pressure or alter the September 28, 2026 deadline. Material financial impacts, valuation adjustments, and dilution effects will only be quantifiable upon publication of the registration statement and proxy statement/prospectus referenced throughout the text.

Investors monitoring IB Acquisition’s redemption calendar, trust value, and September 28, 2026 liquidation date should note that this filing leaves all mechanical terms unchanged, but introduces commercial context for GNQ’s valuation and execution risk. As stated in the 8-K, the partnership is non-exclusive, spans a two-year initial period, and relies on a third party’s quantum and cloud infrastructure, which may influence how the forthcoming S-4 proxy statement treats revenue visibility, capital intensity, and intellectual property dependencies. The filing’s repeated attribution of redemption-triggered trust sufficiency, PIPE financing availability, and regulatory approval risks to the parties’ management teams indicates that capital raising and shareholder authorization remain binding constraints on deal progression. Readers should treat these commercial and procedural disclosures as inputs for the definitive proxy statement rather than triggers for revised redemption windows or trust adjustments.

This is the definitive deal announcement for IBAC; for the first time investors have the full transaction economics ($500M enterprise value, earnout structure, PIPE size, minimum cash condition), the sponsor's lock-up and anti-dilution waiver, the protection of a $5M+ net tangible asset floor, and the target's business description (AI/Digital Twins/Quantum computing for drug development). Redemption-minded investors now know the $10/share floor is supported by a PIPE at $10 and a $15M minimum cash condition. The absence of any termination fee (except for fraud/willful breach) reduces a classic SPAC 'go-shop' risk. The lock-up has performance-based release tiers which align holder incentives.

This is the definitive deal announcement for IBAC, converting the SPAC from a blank-check company into an operating business (GNQ Insilico, a TechBio company focused on AI/quantum computing for drug development). The deal provides a concrete redemption deadline structure (the SPAC stockholder meeting to approve the deal will be called after the S-4 is declared effective), a clear minimum cash condition at closing ($15.0 million Available Cash and $5,000,001 net tangible assets), and a 270-day outside date from March 16, 2026 (extendable by 60 days under certain conditions). The trust value was $11.04/share as of the filing date; the PIPE is at $10.00 per share. No termination fee is payable on a standard walk-away, but a $10 million break-up fee is triggered by a material uncured willful breach/fraud (payable only upon the breaching party consummating an alternative transaction or liquidation). The trust account waiver from GNQ is standard. The Lock-Up Agreement with Sponsor and key GNQ shareholders provides a hard 6-month lock-up post-closing, with early release tied to stock price performance.

This filing dictates the redemption deadline (March 23) and the meeting at which the extension is voted on. With ~63% of shares held by parties expected to vote for the extension, passage appears highly likely, but large redemptions are possible. The trust value of ~$10.76 per share provides a clear cash floor for redeeming holders. Failure to extend means liquidation. The filing also states that the company will not proceed if redemptions cause net tangible assets to fall below $5,000,001, which is a potential termination event.

This filing provides the mechanics and deadlines for the extension vote and associated redemption opportunity. It is the critical document for shareholders who wish to redeem in connection with this extension. It also sets the new liquidation deadline. The filing contains no new information about a potential business combination target.

This filing is highly material for redemption calendar and sponsor conduct analysis. The trust value is now ~$10.80 per share, at the low end for SPACs. The highly negative working capital deficit ($800k vs $165k cash) and the 'going concern' warning mean the Company is at risk of running out of cash before it can close a deal or even pay for a liquidation. The fact that no target discussions have begun with only ~14 months left on the clock indicates a high risk of liquidation. The existence of a pre-arranged working capital loan to an entity named Su De Tang Global Corporation that extinguishes upon a deal with that same entity suggests a specific target is known, yet the Company claims it has not initiated substantive discussions, which is an inconsistency worth noting.

The heavy redemptions (87% of public shares) and the associated excise tax have dramatically reduced the trust's size, leaving only ~$15.8 million for a potential deal. The deadline is now March 28, 2026, with no announced target, increasing liquidation risk. The going concern warning highlights the company's precarious liquidity position, which could depress share value and undermine any future business combination.

This filing materially compresses the SPAC's remaining capital and resets its survival clock. While the new deadline extends liquidation to March 28, 2026, the Trust Account is now restricted to approximately $15.8 million after massive redemptions. The amended Trust Agreement explicitly provides that no amounts will be deducted from the Trust Account to pay dissolution expenses and that pre-combination funds will not be released, other than interest to pay franchise and income taxes, until the earliest of a completed business combination, 100% redemption, or a qualifying amendment vote. The severely reduced trust balance may impair the company's ability to cover operational costs or consummate a transaction, while the voting tally reflects notable shareholder resistance to the timeline adjustment.

This is a critical extension proposal that directly impacts redemption deadlines and trust value. Stockholders must vote by September 22, 2025, and redeem by September 18, 2025. The trust has approximately $115.575 million and a per-share value of about $10.59. The sponsor and affiliates own ~22.8% of shares and will vote in favor. If approved, the company gets more time to find a deal; if not, it must liquidate. No target or business combination details are disclosed.

The corrected trust balance informs the redemption price and trust-value calculations. The extension proposal is the key event: it avoids immediate liquidation and provides six more months for a business combination. The redemption deadline is critical for public shareholders considering cash-out. The document also reveals sponsor incentive and interest alignment (sponsor holds 3,243,590 founder shares at a $3,000 aggregate investment; no shares are subject to redemption).

Stockholders must decide whether to redeem by the deadline or risk liquidity if the SPAC cannot complete a deal before the extended deadline. The trust value indicates the approximate cash redemption amount per share. The extension proposal and the sponsor's continued support indicate the SPAC is struggling to close a combination and is buying more time.

The trust value per share is a key metric for redemption-calendar investors tracking the floor on public shares. The increasing trust value ($10.52) is positive for redeeming shareholders. The going concern warning is a negative signal: the Company is burning cash without a deal, faces a hard deadline of September 28, 2025 (18 months from IPO), and has minimal working capital to fund its search. The Su De Tang working capital loan suggests a potential target relationship, but the loan was extinguished and no deal was announced, so it may represent a dead end. The lack of any active business combination agreement or substantive target discussions is a material negative for deal timeline expectations.

This submission tracks institutional position sizing rather than altering SPAC structural mechanics. The filing registers a disclosure obligation typically triggered when one or more affiliated entities cross the statutory ownership threshold or revise investment intent, which gives investors visibility into blockholder concentration ahead of any vote. While the document does not reset the expiration window, adjust the per-share trust allocation, or comment on management conduct, the registered positions inform liquidity depth and potential proxy influence as the issuer approaches its mandated timeline.

The trust is growing (now $10.44/share), which may reduce pressure for redemptions. However, the SPAC has no deal, faces a Sep. 28, 2026 deadline, has a going concern warning, and has burned $1.12M in cash. No business combination is considered probable, so no stock-based compensation has been recognized. The fully repaid working capital loan from Su De Tang (the named target) suggests that deal is off.

For redemption tracking, the filing gives the current disclosed redemption value ($10.35 per public share) and trust balance ($119,658,403), while offering no deal progress or extension. The Su De Tang loan is the closest thing to a forward signal: it names the would-be combination party and says the loan is forgiven at closing, so investors can infer the target relationship. The going-concern and internal-control statements add execution risk.

This is the first audited look at IBAC's trust value ($10.26/share) and cash position. The working capital loan agreement directly ties to Su De Tang Global Corporation, strongly suggesting a deal is in advanced stages. Redemption mechanics remain standard: stockholders can redeem at $10.05 plus interest, but the redemption is capped at net tangible assets above $5M. The deadline disclosure (Sep 28, 2025) in the filing is superseded by the later metadata date (2026), implying an extension occurred after the quarter. Investors should monitor proxy materials for the business combination vote and any redemption mechanics.

The filing confirms the trust's per‑share redemption value at $10.15, the deadline for a business combination, and the sponsor's commitment to waive redemption rights. It also reveals going‑concern risk and a lack of any target discussions, which are critical for tracking the SPAC's progress and potential redemption triggers.

A change in auditor is a significant corporate event. The filing states there were no 'disagreements' on accounting principles or practices with UHY during the specified periods, which is a standard, non-alarming disclosure. The previous auditor's report included an explanatory paragraph regarding the company's ability to continue as a going concern, which is a material flag for investors regarding the company's financial health and risk. The appointment of MaloneBailey LLP signals a new accounting relationship.

This filing does not alter the SPAC’s redemption deadline of September 28, 2026, its trust balance of $11.04 per share, or any announced transaction terms. Auditor transitions in blank check companies are typically administrative steps to prepare audited post-combination financial statements, but the explicit going-concern explanatory paragraph in UHY’s recent reports warrants direct investor scrutiny. That accounting notation often signals liquidity strain, insufficient interest income relative to operating runway, or uncertainty around closing a business combination within contractual windows. The clean break from UHY and the absence of reported disagreements lower immediate compliance risk, yet SPAC holders should track whether MaloneBailey inherits or modifies the going-concern assessment in upcoming filings. If unaddressed, persistent going-concern language could pressure shareholders to redeem prior to the September 2026 window or prompt sponsor bridge financing. No updates were provided on target pipeline, customer contracts, technology, partnerships, or litigation.

This mechanical split changes how the securities trade but does not alter redemption windows, trust distribution mechanics, or extension timelines, none of which are addressed in the filing. Because rights convert at a 20-to-1 ratio at closing, investors require 20 rights to receive a single share, creating specific holding requirements before a merger closes. According to the press release from IB Acquisition Corp., the SPAC has not announced a target; the company intends to pursue deals valued at approximately $500 million across North America, Europe, or Asia using offering proceeds.

Establishes the exact trust funding and per-share redemption baseline, setting the mathematical floor for investor exit pricing. The management's explicit declaration of zero target engagement and zero operations resets execution urgency against the 18-month expiry window. Furthermore, the independent auditor’s (UHY LLP) notation of 'substantial doubt' regarding the Company’s ability to continue as a going concern highlights liquidity constraints outside the trust that depend on timely deal completion. Contingent compensation structures—including a $4,025,000 M&A marketing fee payable to I-Bankers and the grant of 395,000 representative shares—are legally tied to successful business combination consummation, aligning underwriter and sponsor incentives with execution while underscoring pre-combination cash flow risk.

This filing establishes the initial trust account size and redemption deadline for IBAC, providing the baseline for future monitoring. The trust per share ($10.05) is slightly above the typical $10.00 due to the private placement proceeds also being deposited. Investors need to track the deadline and any subsequent deals or extensions.

What changed: Form 8-K filed pursuant to Rule 425 to deliver a written communication consisting of a press release issued by GNQ Insilico, Inc. The filing confirms the proposed business combination between IB Acquisition Corp. and GNQ remains in the pre-proxystate, with IBAC stating it intends to file a Form S-4 containing a joint prospectus and proxy statement. The text restates standard deal mechanics, noting that closing requires satisfying 'the satisfaction of the minimum trust account amount following any redemptions by IBAC’s public stockholders.' No amendments were reported regarding the redemption calendar, trustee arrangements, extension provisions, or sponsor conduct. Why it matters: Beyond deal mechanics, the attached exhibit supplies commercial and technological claims relevant to GNQ’s pre-combination valuation and will feed into the forthcoming proxy materials. According to the press release, GNQ executed a global Joint Initiative Marketing Agreement with IBM in March 2026. Sudhir Saxena, Chief Technology Officer of GNQ, attributes the platform’s differentiation to a Biomedical Reasoning Model using quantum-enhanced simulation to model how therapies interact with individual patient biology, enabling 'true causal inference, not just pattern recognition.' Manoj Kenkare, Senior Partner and Life Sciences Industry Leader at IBM Consulting, characterizes the sectors as being at an 'inflection point' where AI is transitioning into important infrastructure. Commercially, the release states GNQ signed a three-year, $96 million agreement with a physician-led comprehensive health program operating across North America to serve as foundational clinical AI infrastructure. IBAC and GNQ jointly warn of forward-looking risks, including potential inability to achieve profitability, intellectual property enforcement challenges, and operational disruption. While none of these statements alter the SPAC’s redemption formula or cash distribution mechanics, they establish the commercial narrative that shareholders will evaluate when casting votes on the proposed transaction.

What changed: Amendment to a Schedule 13G beneficial ownership report. The filing identifies three affiliated reporting entities—AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC—but the provided excerpt lacks share counts, ownership percentages, voting/investment power breakdowns, or the specific trigger for the amendment. It contains zero information regarding shareholder redemption behavior, trust account balances or adjustments, extension votes, business combination milestones, or sponsor conduct. Why it matters: First, this document is a routine Schedule 13G/A amendment focused exclusively on equity ownership attribution. Second, regarding the specified mechanics, the text offers no data that would affect the 2026-09-28 redemption deadline, the stated $11.04 per-share trust value, extension likelihood, deal progress, or sponsor oversight. Third, regarding other substance, the filing makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. For investors tracking IBAC, this update confirms standard institutional reporting continuity without altering liquidity assumptions, redemption windows, or merger execution timelines.

What changed: Form 8-K Current Report detailing stockholder-approved amendments to the corporate charter and trust agreement. According to the Company’s filing, stockholders approved at a Special Meeting on March 25, 2026, Amendment No. 2 to the Investment Management Trust Agreement and a Second Amendment to the Amended and Restated Articles of Incorporation. The filing states the deadline to consummate an initial business combination was extended from March 28, 2026, to September 28, 2026. Per the amended Articles, trust funds remain locked until the earliest of (i) completing a business combination, (ii) redeeming 100% of Offering Shares if unable to complete by September 28, 2026, or (iii) a vote seeking to amend pre-initial business combination activity provisions; only interest may be withdrawn to pay franchise and income taxes. The Trust Agreement amendment specifies that no amounts will be deducted from the Trust Account for dissolution expenses. Public stockholders retain redemption rights if amendments alter the obligation to redeem 100% of public shares by the new deadline. The Company reports the amendments received the affirmative vote of 65% of entitled stock. Why it matters: This filing materially alters the redemption calendar by adding six months before mandatory liquidation and contractually removes dissolution expense claims against the Trust Account principal, directly protecting per-share redemption economics. It codifies explicit shareholder redemption triggers for future charter modifications regarding the September 28, 2026, deadline. Regarding other substance, the filing notes the Company’s initial public offering was consummated on March 28, 2024, identifies I-B Good Works 4, LLC as the Sponsor, references I-Bankers Securities, Inc. and IB Capital LLC in the Termination Letter correspondence, and confirms Al Lopez, Chief Executive Officer, executed the agreements on behalf of the registrant.

What changed: A Form 8-K reporting the submission of matters to a vote of security holders at a special meeting. According to the filing, the Company extended its business combination deadline from March 28, 2026 until September 28, 2026. The Company further reported approving an amendment to the Investment Management Trust Agreement, dated March 25, 2024, to authorize the implementation of the extension. Disclosure indicates that stockholders holding 731,741 shares exercised their right to redeem their shares for cash at an approximate price of $10.78 per share of the funds in the Trust Account. Consequently, approximately $7.9 million will be removed from the Trust Account to pay such holders, leaving approximately $8.2 million remaining in the Trust Account, an amount the Company notes is subject to change to account for the payment of tax withdrawals. The extension proposal passed with 5,007,821 votes for and 70,000 votes against, based on 5,077,821 shares present representing approximately 88.46% of outstanding common stock as of the February 11, 2026 record date. Why it matters: The approved amendment mechanically defers the mandatory liquidation trigger by six months, giving the sponsor additional runway to consummate a merger before default triggers force-auction redemptions. The documented redemption activity actively drains the trust balance, recalibrating the residual liquidity cushion per remaining public share. The substantial voter turnout and overwhelming approval margin signal sustained proxy support for the timeline shift, effectively resetting the near-term existential risk horizon while maintaining sufficient trust capital to cover prospective transaction expenses and tax obligations through the new September 28, 2026 cutoff.

What changed: Form 4 — insider ownership report. Per the disclosure filed by AQR Capital Management Holdings, LLC, AQR CAPITAL MANAGEMENT LLC, and AQR Arbitrage LLC (each identified by the reporting persons as a 10% owner), all ten entities executed open-market sales of IBAC shares on 2026-03-23. The reporting persons state that every transaction occurred at $10.8 per share. The specific dispositions and resulting holdings reported are: 138,005 shares disposed leaving 143,785 remaining; 56,145 disposed leaving 58,496; 40,144 disposed leaving 41,825; 29,888 disposed leaving 31,140; 26,410 disposed leaving 27,515; 25,087 disposed leaving 26,138; 10,377 disposed leaving 10,811; 6,262 disposed leaving 6,524; 1,623 disposed leaving 1,690; and 1,059 disposed leaving 1,103. The filing was submitted on 2026-03-25. The document contains no updates to the $11.04 trust/share valuation, the 2026-09-28 redemption deadline, or the announced deal status. Why it matters: As attributed to the reporting entities, these open-market transfers reflect secondary trading adjustments rather than redemptions from the trust account. Because the reported execution price of $10.8 sits below the stated $11.04 trust/share, the activity signals post-deal portfolio rebalancing by an arbitrage-focused holder rather than a reaction to trust mechanics or sponsor-conducted extension efforts. For investors monitoring the redemption calendar and merger timeline, the submission confirms the 2026-09-28 deadline remains unchanged and that trust distributions have not been altered. It provides position-tracking data for a major institutional investor but does not indicate a shift in the company’s strategic trajectory, customer base, revenue projections, or deal progression.

What changed: Form 4 — insider ownership report. As disclosed by the reporting persons (AQR Capital Management Holdings, LLC, AQR CAPITAL MANAGEMENT LLC, and AQR Arbitrage LLC, each characterized by the filers as a 10% owner), a block of 4,619 shares was sold on the open market on 2026-03-20 at $10.75 per share. The filings state that, following this transaction, these entities own 0 shares. The document makes no reference to adjusting the $11.04 trust value per share, extending the 2026-09-28 redemption deadline, altering the progress of the announced merger, or changing sponsor conduct. Why it matters: The reported disposition represents a position unwind rather than a structural corporate event. The reporting persons attribute the complete reduction to 0 shares to their own trading decisions, which typically signals post-announcement arbitrage management or risk de-risking. Beyond the ownership change, the filing contains no substantive claims regarding customer pipelines, revenue forecasts, total addressable market sizing, strategic roadmap, proprietary technology, commercial partnerships, litigation exposures, or executive personnel changes. Therefore, it does not inform fundamental valuation drivers or alter redemption mechanics, though it confirms a known institutional holder exited entirely at the documented trade price of $10.75.

What changed: A Form 8-K current report filed by IB Acquisition Corp. under Item 8.01 Other Events, disclosing a commercial partnership agreement involving its merger target, GNQ Insilico Inc., alongside standard Rule 425 written communication disclaimers and risk factor recitations pertaining to the pending business combination. According to the filing, GNQ Insilico Inc. entered into a Joint Initiative Agreement and Joint Marketing Attachment on March 13, 2026, with a Fortune 100 global technology company to collaborate on sales, marketing, development, and alliance project activities aimed at advancing AI-driven drug discovery and precision medicine. The 8-K states the parties will jointly market combined solutions that integrate GNQ’s proprietary AI-powered platforms with the Strategic Partner’s consulting, cloud, and quantum computing capabilities. The filing specifies a global territory, an initial term of two years, and an option to extend by mutual written agreement, establishing a non-exclusive framework to develop joint business plans, identify qualified customer leads, and deliver solutions across the healthcare and life sciences ecosystem. Regarding SPAC mechanics, the report does not modify the redemption deadline, trust account balance per share, extension provisions, or sponsor governance. It merely confirms that IB Acquisition will file a Form S-4 registration statement containing a joint proxy statement/prospectus and repeats standard conditions precedent cited by IB Acquisition and GNQ, including public stockholder approval, satisfaction of minimum trust account amounts following redemptions, SEC review timing, Bridge Financing or PIPE offering completion, and potential litigation outcomes. Why it matters: Investors monitoring IB Acquisition’s redemption calendar, trust value, and September 28, 2026 liquidation date should note that this filing leaves all mechanical terms unchanged, but introduces commercial context for GNQ’s valuation and execution risk. As stated in the 8-K, the partnership is non-exclusive, spans a two-year initial period, and relies on a third party’s quantum and cloud infrastructure, which may influence how the forthcoming S-4 proxy statement treats revenue visibility, capital intensity, and intellectual property dependencies. The filing’s repeated attribution of redemption-triggered trust sufficiency, PIPE financing availability, and regulatory approval risks to the parties’ management teams indicates that capital raising and shareholder authorization remain binding constraints on deal progression. Readers should treat these commercial and procedural disclosures as inputs for the definitive proxy statement rather than triggers for revised redemption windows or trust adjustments.

What changed: A Form 8-K filed pursuant to Rule 425 under the Securities Act, functioning as a written communication and current report regarding a proposed business combination between IB Acquisition Corp. and GNQ Insilico Inc. The filing reports that, as stated by the registrant on March 13, 2026, GNQ Insilico Inc. executed a Joint Initiative Agreement and Joint Marketing Attachment with an unnamed Fortune 100 global technology company. Under the terms outlined in the document, GNQ and the Strategic Partner will co-market integrated solutions combining GNQ’s proprietary AI-powered platforms with the partner’s consulting, cloud, and quantum computing capabilities. The agreement sets forth a non-exclusive framework spanning a global territory, an initial term of two years, and a renewal option triggered by mutual written agreement. This document contains no amendments to the SPAC trust account value, redemption deadline, extension provisions, deal progress metrics, or sponsor conduct beyond routine references to a forthcoming Form S-4, proxy statement/prospectus, and Bridge Financing or PIPE offering. Chief Executive Officer Al Lopez signed the report on March 18, 2026. Why it matters: The partnership disclosure offers early visibility into GNQ’s commercialization strategy ahead of definitive merger filings, signaling third-party interest in its AI-driven drug discovery and precision medicine platform. However, because the arrangement is explicitly non-exclusive, relies on future joint business planning, and carries a two-year initial term, it does not establish binding revenue commitments, exclusive market access, or guaranteed customer adoption. The filing’s Forward-Looking Statements section attributes significant transaction risks to the parties, including the possibility that the merger fails to close due to insufficient trust account balances following public redemptions, delayed SEC review of the Form S-4, inability to secure Bridge Financing or PIPE capital, or termination events. Consequently, while the alliance underscores product viability, it does not mitigate near-term redemption pressure or alter the September 28, 2026 deadline. Material financial impacts, valuation adjustments, and dilution effects will only be quantifiable upon publication of the registration statement and proxy statement/prospectus referenced throughout the text.

What changed: Form 8-K filed as a Rule 425 communication by IB Acquisition Corp. (IBAC) announcing a definitive Business Combination Agreement (BCA) with GNQ Insilico Inc., a Canadian TechBio company. The filing includes the full BCA and all related ancillary agreements (side letter, bridge note, warrant, shareholder support, sponsor support, lock-up, registration rights, exchangeable share terms, SPAC charter, bylaws, incentive plan, voting and exchange agency agreement, convert note form, and joint press release). 1) IBAC announced a merger with GNQ at a $500M enterprise value; consideration to GNQ holders is 50M shares of SPAC Class A common (via a Canadian plan of arrangement, with exchangeable shares for Canadian residents) valued at $10/share = $500M aggregate, plus potential earnout of up to 15M additional shares ($150M at $10) based on revenue (TCV >= $100M in 2026) or stock price targets ($15-$22.50 VWAP thresholds). 2) PIPE up to $10M at $10/share; minimum cash condition $15M available at closing. 3) Bridge financing up to $2M via convertible notes paying 10% interest, convertible at 80% of the exchange-ratio-adjusted price; notes secured, with warrant coverage equal to 100% of principal. Initial $250K funded at signing. 4) Trust at $11.04/share, deadline 2026-09-28. 5) Sponsor (I-B Good Works 4, LLC) votes for, waives anti-dilution, agrees to 6-month lock-up; lock-up for other holders is 6 months with early release at $12 (50%) and $15 (remaining 50%) price hurdles. 6) Closing conditions include minimum net tangible assets of $5,000,001; no break fee unless willful fraud or uncured material breach (then $10M). 7) Post-closing board: 4 directors designated by GNQ, 1 by Sponsor; GNQ CEO becomes CEO of New SPAC; name changes to 'GNQ Insilico'. 8) SPAC to convert from Nevada to Delaware before closing. Why it matters: This is the definitive deal announcement for IBAC; for the first time investors have the full transaction economics ($500M enterprise value, earnout structure, PIPE size, minimum cash condition), the sponsor's lock-up and anti-dilution waiver, the protection of a $5M+ net tangible asset floor, and the target's business description (AI/Digital Twins/Quantum computing for drug development). Redemption-minded investors now know the $10/share floor is supported by a PIPE at $10 and a $15M minimum cash condition. The absence of any termination fee (except for fraud/willful breach) reduces a classic SPAC 'go-shop' risk. The lock-up has performance-based release tiers which align holder incentives.

What changed: 8-K announcing the entry into a Business Combination Agreement (BCA) between IB Acquisition Corp. (IBAC) and GNQ Insilico Inc., together with all related ancillary agreements (Side Letter, Lock-Up, Shareholder Support, Sponsor Support, Amended Registration Rights Agreement, PIPE Subscription Agreement form, Convertible Note form, Warrant form, Voting and Exchange Agency Agreement form, and a joint press release and investor presentation). IBAC and GNQ executed a definitive BCA on March 16, 2026, under which IBAC will acquire GNQ via a statutory plan of arrangement under the Canada Business Corporations Act. The total enterprise value ascribed to GNQ is $500 million. GNQ shareholders will receive either shares of SPAC Class A Common Stock or exchangeable shares in a Canadian subsidiary (ExchangeCo), based on a fixed exchange ratio of 50,000,000 divided by the Fully-Diluted Company Common Shares. The deal includes up to 15,000,000 earnout shares: 7,500,000 shares for achieving $100 million in total contract value revenues for FY2026 (Revenue Earnout), and up to 7,500,000 additional shares tied to share price thresholds ($15.00, $17.50, $20.00, $22.50 VWAP) during the 24-month earnout period (Share Price Earnout). Only the higher-value earnout will be paid. A bridge financing of up to $2.0 million was funded concurrently ($250,000 initial tranche, with a second $500,000 tranche contingent on a definitive IBM agreement). Sponsor (I-B Good Works 4, LLC) agreed to vote in favor, not redeem, and subject its 3,243,590 founder shares and 610,500 private placement units to a 6-month lock-up post-closing, with two 50% partial release triggers at $12.00 and $15.00 share prices. GNQ shareholders holding at least a majority of shares entered into support agreements. A $10 million PIPE (including the Bridge) at $10.00/share is included. The combined company will be renamed GNQ Insilico and will be a Delaware corporation. The post-closing board will have five directors: one designated by Sponsor (independent) and four by GNQ. Current GNQ CEO Rehan Huda will be CEO of the combined company. Why it matters: This is the definitive deal announcement for IBAC, converting the SPAC from a blank-check company into an operating business (GNQ Insilico, a TechBio company focused on AI/quantum computing for drug development). The deal provides a concrete redemption deadline structure (the SPAC stockholder meeting to approve the deal will be called after the S-4 is declared effective), a clear minimum cash condition at closing ($15.0 million Available Cash and $5,000,001 net tangible assets), and a 270-day outside date from March 16, 2026 (extendable by 60 days under certain conditions). The trust value was $11.04/share as of the filing date; the PIPE is at $10.00 per share. No termination fee is payable on a standard walk-away, but a $10 million break-up fee is triggered by a material uncured willful breach/fraud (payable only upon the breaching party consummating an alternative transaction or liquidation). The trust account waiver from GNQ is standard. The Lock-Up Agreement with Sponsor and key GNQ shareholders provides a hard 6-month lock-up post-closing, with early release tied to stock price performance.