UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November ~~September 26~~29, 2024

AERKOMM INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-55925

46-3424568

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

44043 Fremont Blvd., Fremont, CA		94538
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 742-3094

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol		Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~Effective September~~The ~~26,~~Simple 2024 (the “Effective Date”), Aerkomm Japan Inc. (“Aerkomm Japan”), a wholly owned subsidiary of Aircom Pacific, Inc., a California corporation and wholly owned subsidiary of Aerkomm, Inc. (the “Company”), entered into a Distribution Partner Agreement (together with its exhibits, the “Agreement”) with Network Access Associates Ltd. (“OneWeb”), a company incorporated under the laws of England (company registration number 09439890). Pursuant to the Agreement, Aerkomm Japan has become a non-exclusive distribution partner of OneWeb’s satellite communication data services to end customers for ~~use~~Future ~~within (i) Japan, with respect to any commercial market for fixed-based connectivity and (ii) Japan and Taiwan, with respect to any commercial market for land (non-fixed) based connectivity.~~Equity

~~Each of~~As ~~Aerkomm~~previously ~~Japan~~reported ~~and~~on ~~OneWeb~~Form ~~has~~8-K ~~also~~on ~~made~~April ~~customary~~4, ~~representations~~2024, ~~warranties~~on ~~and~~March ~~covenants~~29, in2024, IX ~~the~~Acquisition ~~Agreement~~Corp. ~~The~~(“Parent”), ~~Agreement~~a ~~also~~Cayman ~~contains detailed~~Islands ~~provisions~~exempted oncompany, ~~Aerkomm~~entered ~~Japan’s~~into ~~authorized~~a ~~service~~Merger ~~plans~~Agreement ~~for~~by ~~OneWeb’s~~and ~~satellite~~among ~~communication~~AKOM ~~data services and applicable~~Merger ~~pricing~~Sub ~~and fees~~Inc., ~~Pursuant~~a ~~and~~Nevada ~~subject~~corporation toand ~~the~~a ~~terms~~wholly ~~and~~owned ~~conditions~~subsidiary of ~~the~~Parent ~~Agreement~~(“Merger Sub”), ~~OneWeb~~and isAERKOMM ~~required~~Inc., toa ~~provide~~Nevada ~~Aerkomm~~corporation (the ~~Japan~~“Company”) ~~with a~~(the ~~monthly~~“Merger ~~invoice~~Agreement,” ~~for~~as ~~the~~it ~~relevant~~may ~~service~~be ~~charges~~amended ~~for~~and/or ~~providing~~restated ~~the~~from ~~applicable~~time ~~OneWeb~~to ~~services,~~time). ~~and~~The ~~Aerkomm~~transactions contemplated ~~Japan~~by isthe ~~required~~Merger toAgreement ~~pay the~~together ~~full~~with ~~amount~~the ofother ~~such~~related ~~invoice~~agreements ~~within~~are ~~thirty~~referred ~~(30)~~to ~~days~~herein ofas the ~~invoice~~“Business ~~date~~Combination.”

~~Unless terminated~~As ~~earlier~~previously reported on Form 8-K, pursuant to the ~~terms~~Merger Agreement and ~~conditions~~the transactions contemplated as part of the ~~Agreement~~Business Combination, the ~~initial~~Company ~~term~~is ofobligated ~~the~~to ~~Agreement~~exercise isreasonable ~~for~~best ~~five~~efforts ~~(5)~~to obtain ~~years~~a ~~from the~~PIPE ~~Effective~~Investment ~~Date~~Amount of at least $65,000,000 (~~the~~inclusive ~~“Initial~~of ~~Term”).~~investment ~~Following~~amounts ~~the~~under ~~Initial~~simple ~~Term~~agreements for future equity, in the ~~Agreement~~form ~~will~~and ~~continue~~substance inas ~~full~~reasonably ~~force~~agreed upon by Parent and ~~effect until~~the ~~terminated~~Company) byand ~~either~~will ~~party~~obtain ona minimum PIPE Investment Amount of at least $45,000,000 ~~ninety~~minus ~~(90)~~the ~~days’~~investment ~~notice,~~amount ~~which~~obtained ~~termination~~pursuant ~~will~~to ~~take~~SAFE ~~effect~~agreements. atPursuant to the ~~end~~Merger ofAgreement, the ~~Initial~~Company will endeavor ~~Term~~to orenter ~~any~~into ~~anniversary~~SAFE ~~thereof.~~Agreements ~~The~~with ~~Agreement~~certain ~~also~~investors ~~contains~~providing ~~customary~~for ~~termination~~investments ~~provisions,~~in ~~including~~shares ~~termination~~of ~~for~~Company ~~breach,~~Common ~~fraud,~~Stock in a private placement ~~non-compliance~~in ~~with~~an ~~law~~aggregate amount not less than $15,000,000 ~~and~~with ~~insolvency~~interim target goals following the execution of the Merger Agreement (the “SAFE Investment”).

~~The description~~Also ofas ~~the~~previously ~~Agreement~~reported ~~contained~~on ~~herein~~Form ~~does~~8-K ~~not~~on ~~purport~~August to13, be2024, ~~complete~~on August ~~and~~12, is2024, ~~qualified~~Parent inand ~~its~~the ~~entirety~~Company byreported ~~reference~~that toan ~~the~~aggregate ~~full text~~ of ~~the Agreement~~$2,585,200 ahad ~~copy~~been ofentered ~~which is filed as Exhibit 10~~into.1 ~~to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.~~

~~Item 9.01~~On November ~~Financial~~29, ~~Statements~~2024, ~~and~~the ~~Exhibits~~Company entered into one new SAFE agreement for a total of $2,412,000.

~~(d)~~As a result, ~~Exhibits~~as of November 29, 2024, SAFE agreements for an aggregate of $4,996,200 have been entered into. The ~~following~~SAFE ~~exhibit~~Agreements convert upon closing of the merger at $11.50 per share of “Capital Stock,” which means the capital stock of Parent or the Company. If the SAFE Agreement automatically converts upon the closing of the merger, in addition to 434,539 of Capital Stock the SAFE Agreement is ~~filed~~also ~~with~~convertible ~~this~~into ~~Form 8-K:~~an additional 94% of the number of shares of Capital Stock, or 408,466 shares to be held in escrow subject to the same Milestone Events outlined in the Merger Agreement under the Incentive Merger Consideration (the “Incentive Shares”).

Exhibit No.		Description of Exhibits
10.1		Distribution Partner Agreement, effective September 26, 2024, by and between Aerkomm Japan Inc., a wholly owned subsidiary of Aircom Pacific, Inc., a California corporation and wholly owned subsidiary of Aerkomm, Inc., and Network Access Associates Ltd.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

Item 9.01 Financial Statements and Exhibits.

1(d) Exhibits. The following exhibit is filed with this Form 8-K:

SIGNATURE

Exhibit No.		Description of Exhibits
10.1		November 29, 2024 SAFE Agreement in the amount of $2,412,000.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~1

Dated: October 2, 2024
	AERKOMM INC.
	By:	/s/ Louis Giordimaina
	Name:	Louis Giordimaina
	Title:	Chief Executive Officer, Interim Chief Financial Officer and Director

SIGNATURE

2 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 4, 2024

	AERKOMM INC.

	By:	/s/ Louis Giordimaina
	Name:	Louis Giordimaina
	Title:	Chief Executive Officer, Interim Chief Financial Officer and Director

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