Ib Acquisition Corp

This management proposal asks stockholders to approve an amendment to the Company’s charter to extend the deadline to complete an initial business combination by six months to March 28, 2027. Management is seeking shareholder approval because the current charter deadline of September 28, 2026 likely will not provide sufficient time to identify and close a suitable target, and without the extension the Company would be required to cease operations and liquidate, redeeming public shares from the trust account. The proposal has significant governance and economic consequences: approval would allow the Company to remain a reporting public company, continue trading, and pursue a business combination, whereas rejection would trigger winding up and redemption mechanics set forth in the charter. The charter amendment requires an affirmative vote of at least 65% of outstanding common shares (including Founder Shares), meaning founder and sponsor holdings materially affect the outcome. The Company discloses that public holders will retain redemption rights if the extension is implemented, which creates the risk that substantial redemptions could leave insufficient funds to complete a business combination or maintain Nasdaq listing standards. The Board also agreed to waive its right to withdraw up to $100,000 of interest from the trust to pay dissolution expenses should the extension be approved, improving recoveries to public shareholders in a subsequent liquidation scenario. The Company warns of related risks including Nasdaq delisting risk after redemptions, potential CFIUS or regulatory delays that could impede closing within the extended period, and a possible 1% excise tax on certain redemptions under the Inflation Reduction Act that could reduce funds available for a transaction. The Board’s rationale emphasizes preserving the possibility of consummating a transaction that it believes is in stockholders’ best interests and avoiding a premature liquidation that could foreclose value creation.

This management proposal requests shareholder approval to amend the Investment Management Trust Agreement so the trustee is authorized to implement the six-month extension authorized by Proposal 1. The Trust Agreement governs the trust account that holds IPO proceeds and currently does not contemplate the requested extension; without amending the Trust Agreement the Company could not lawfully effectuate the charter extension. The amendment updates the trustee’s liquidation trigger and related liquidation mechanics (as reflected in Annex B) to permit liquidation at the later date or upon a termination letter consistent with the extension. The approval threshold is a majority of outstanding shares (including Founder Shares), and the Company notes sponsor holdings will likely support the amendment. The Trust Amendment ties directly to publicholders’ redemption rights — if implemented, public stockholders may redeem their shares for cash from the Trust Account, and the Company warns that redemptions could reduce the funds available for a future business combination or put the Company below Nasdaq listing thresholds. Management frames the amendment as a technical but essential change to enable the Extension, and the Board recommends approval to preserve the opportunity to consummate a business combination. The Company also discloses procedural approvals and that the Sponsor, I-Bankers and independent directors expect to vote their shares in favor; failure to approve could force liquidation under existing trust terms if the business combination deadline is reached. Given the direct interaction with the trust assets, this proposal has immediate financial and executional implications for any subsequent transaction and for holders considering redemption.

This management proposal asks stockholders to empower the Board to adjourn the Special Meeting so that the Company can solicit additional proxies if there are insufficient votes or other issues preventing approval of the Extension or Trust Amendment. The adjournment authority is procedural in nature and will only be presented if needed; it is limited such that the Board will not adjourn the meeting beyond September 28, 2026. Approval requires a majority of votes cast by holders present in person or by proxy; broker non-votes will not count toward the outcome if a quorum is present. Management's rationale is pragmatic: permitting adjournment increases the likelihood the Company can secure required approvals without immediately liquidating or terminating the meeting without resolution. If not approved when presented, the Board’s ability to continue solicitation between meetings would be constrained, potentially preventing the Company from obtaining the votes necessary to authorize the extension and trust amendment before the deadline. The Board recommends a 'FOR' vote to preserve flexibility to complete the vote process, minimize the risk of an abrupt liquidation outcome, and maximize the chance that stockholder sentiment can be accurately captured following additional outreach.