IB Acquisition Corp. (IBAC) filed a Current Report on Form 8-K dated September 15, 2026, announcing amendments to its previously announced business combination with GNQ Insilico, Inc. The company entered into a new Equity Purchase Facility Agreement with an institutional investor, as well as a Securities Purchase Agreement regarding senior secured convertible notes.
Under the Equity Purchase Facility Agreement, IBAC has the right to sell up to $50.0 million in newly issued Class A common stock to the investor. The shares are to be listed on the Nasdaq Global Market under the symbol "GNQI" following the closing of the business combination. The investor is entitled to a 4.99% beneficial ownership limitation, which may be increased to 9.99% with notice, and an exchange cap of 19.99% of the outstanding shares, unless stockholder approval is obtained. As consideration for the commitment, the company will issue a convertible promissory note in the principal amount of $675,000.
Separately, IBAC, GNQ Insilico, and an institutional buyer entered into a Securities Purchase Agreement. The buyer agreed to purchase senior secured convertible notes (PIPE Notes) of the Company. The initial closing will involve the purchase of notes with an aggregate original principal amount of $16,470,588, with potential additional closings up to $90,000,000. The initial closing is conditioned upon the satisfaction of conditions precedent to the business combination, including the redomestication of the Company from Nevada to Delaware.
The PIPE Notes bear interest at a rate of 12% per annum, payable monthly, which increases to 18% per annum upon an event of default. The notes are convertible into shares of Common Shares at an initial conversion price of $10.00 per share, subject to adjustments. The notes are secured by a first priority security interest in substantially all personal property of the Company and its subsidiaries. The company is also obligated to file registration statements covering the resale of the common shares and the notes, with specific deadlines tied to the effectiveness of the business combination registration statement.
