(Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number 001-40687 INTERNATIONAL MEDIA ACQUISITION CORP. (State or other ...

Financial Performance - The company reported a net loss of $96,967 for the three months ended September 30, 2025, compared to a net loss of $170,303 for the same period in 2024, representing a 43% improvement[14]. - General and administrative expenses for the six months ended September 30, 2025, were $213,719, down from $373,847 for the same period in 2024, indicating a 43% reduction[14]. - The accumulated deficit increased to $15,083,870 as of September 30, 2025, from $14,852,574 as of March 31, 2025[12]. - The effective tax rate for the six months ended September 30, 2025, was (0.39)%, significantly lower than the (20.58)% for the same period in 2024, primarily due to valuation allowances on net operating losses[117]. - The net loss for the three months ended September 30, 2025, was $96,967, resulting in a basic and diluted net loss per share of $(0.01)[124]. Assets and Liabilities - Total assets as of September 30, 2025, were $3,498,386, a decrease from $3,649,458 as of March 31, 2025[12]. - The company had cash of $0 as of September 30, 2025, down from $241,548 as of March 31, 2025[12]. - Total current liabilities were $7,126,253 as of September 30, 2025, slightly up from $7,065,855 as of March 31, 2025[12]. - As of September 30, 2025, the Company reported a working capital deficit of $7,049,524 and an accumulated deficit of $15,083,870[96]. - The Company incurred a total excise tax liability of $205,388 due to redemptions by public stockholders, with $12,506 remaining outstanding as of September 30, 2025[100]. Trust Account and Investments - Investments held in the trust account increased to $3,421,657 as of September 30, 2025, compared to $3,380,327 as of March 31, 2025[12]. - The fair value of interest-bearing demand deposits held in the Trust Account is $3,421,657[207]. - The fair value of money market investments held in the Trust Account was $3,380,327 as of March 31, 2025[207]. Business Combination and IPO - The Company raised gross proceeds of $200 million from its Initial Public Offering (IPO) by selling 20,000,000 units at $10.00 per unit[25]. - An additional $30 million was generated from the sale of 3,000,000 units due to the underwriters' full exercise of their over-allotment option[27]. - The Company has extended the deadline to complete a Business Combination to August 2, 2024, allowing for a total of 36 months from the IPO[36]. - If the Company fails to complete a Business Combination within the Combination Period, it will redeem 100% of the outstanding Public Shares for a pro rata portion of the Trust Account funds[39]. - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[24]. Promissory Notes and Financing - The Company issued an unsecured promissory note of up to $1.3 million on January 31, 2024, which is convertible into units at $10.00 per unit[47]. - The Company issued an unsecured promissory note of up to $530,000 on February 27, 2024, also convertible into units at $10.00 per unit[50]. - The Company issued an unsecured promissory note of up to $3 million on April 20, 2025, convertible into units at $10.00 per unit[54]. - As of September 30, 2025, the outstanding balance under all promissory notes issued to the Prior Sponsor was $2,445,000[153]. - The Company entered into a Loan Agreement allowing the Prior Sponsor to borrow $385,541 initially and $128,513 monthly, which will be loaned to the Company[161]. Management and Governance - The Company appointed new Class I, II, and III directors during the annual meeting held on February 13, 2024[48]. - The Company appointed Ms. Yu-Fang Chiu as CEO and Chairman of the Board effective March 11, 2025, following the resignation of Mr. Shibasish Sarkar[93]. Market and Trading - Trading of the Company's securities was suspended on Nasdaq on August 8, 2024, and is now quoted on Over-the-Counter (OTC) markets[95]. - The Company received a Delisting Notice from Nasdaq on July 30, 2024, due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[94]. Warrant and Shareholder Information - The Company has 23,000,000 Public Warrants and 796,900 Private Warrants outstanding as of September 30, 2025[191]. - The Public Warrants can only be exercised for whole shares and will expire five years after the completion of a Business Combination[192]. - The Company may redeem Public Warrants at $0.01 each if the stock price exceeds $16.50 for 20 trading days within a 30-day period[195]. - The Company has classified all redeemable Public Shares outside of permanent equity due to redemption features not solely within its control[110]. Accounting and Compliance - The Company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[103]. - The Company does not expect any recently issued accounting pronouncements to materially affect its financial statements[133]. - The Company is assessing the impact of ASU 2023-09 on its financial position, results of operations, or cash flows[132].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission File Number 001-40687 INTERNATIONAL MEDIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 86-1627460 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 1 ...

IPO and Financial Proceeds - IMAQ completed its IPO on August 2, 2021, raising gross proceeds of $200 million from the sale of 20 million public units at $10.00 each[22]. - The total net proceeds of $230 million from the IPO and private placement were deposited into IMAQ's trust account, which is invested in U.S. government securities[24]. - The company has made monthly deposits of $128,513 into the Trust Account for extensions from August 2, 2023, until January 2, 2024[31]. - The Company has entered into a Common Stock Purchase Agreement with White Lion Capital LLC, allowing for the purchase of up to $300 million in common stock, with an option to increase to $500 million[46]. Business Combinations and Agreements - IMAQ has extended the deadline for consummating a business combination multiple times, with the latest extension allowing until January 2, 2027[35]. - The company entered into a Stock Purchase Agreement with Risee Entertainment Holdings for a total purchase price of $102 million, which was later terminated[37][38]. - IMAQ has entered into a Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company, with an aggregate consideration of $1 billion[39]. - The Merger Agreement includes the issuance of 90 million Class A and 10 million Class B ordinary shares as part of the transaction[39]. - Stockholders approved an amendment to allow business combinations with entities primarily operating in China, including Hong Kong and Macau[35]. Shareholder and Redemption Information - A total of 20,858,105 shares were tendered for redemption during the July 2022 Special Meeting, and 63,395 shares were tendered during the July 2023 Special Meeting[25][30]. - An estimated liability of $7,919,296 was recorded for redeemed shares at a redemption value of approximately $11.55 per share[35]. - If the initial business combination is not completed by the end of the Combination Period, the Company will redeem public shares at a price equal to the amount in the trust account, initially anticipated to be $10.00 per share[102]. - IMAQ's stockholders could be liable for claims against the company to the extent of distributions received, potentially extending beyond three years after dissolution[114]. Regulatory and Compliance Issues - The company is subject to the Holding Foreign Companies Accountable Act, which may restrict its ability to complete business combinations with foreign entities[118]. - IMAQ's auditor, Mercurius & Associates LLP, is registered with the PCAOB, ensuring compliance with U.S. auditing standards[117]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[125]. - If IMAQ's auditor cannot be inspected by the PCAOB for two consecutive years, its securities may be delisted from U.S. exchanges[119]. Risks Related to Foreign Operations - The company may face significant risks related to foreign investment regulations, particularly in China, which could adversely affect its operations[138]. - The company relies on contractual arrangements with variable interest entities (VIEs) for operations, which may not be as effective as direct ownership[140]. - Compliance with PRC regulations may limit the post-combination entity's ability to inject capital into its Chinese subsidiaries and restrict profit distribution[152]. - The PRC Antitrust Law may impose limitations on the company's ability to effect business combinations, requiring filings with antitrust authorities[156]. Changes in Management and Board Structure - The Company reduced the size of its Board from seven to six Directors following the resignation of Paul F. Pelosi Jr. on December 12, 2023[80]. - The Company appointed new Class I, II, and III directors during the 2024 February Annual Meeting, with terms expiring in 2025, 2026, and 2027 respectively[82]. - The Company has undergone multiple director resignations, reducing its Board size significantly throughout 2023 and 2024[81][83][84][86]. - Ms. Yu-Fang Chiu was appointed as CEO, CFO, and Chairman of the Board effective March 11, 2025[93]. Legal and Tax Implications - The PRC government may impose additional resources and time delays on business combinations involving foreign investors, particularly in sensitive sectors related to national security[162]. - Gains from indirect transfers of equity interests in PRC resident enterprises may be subject to PRC corporate income tax at a rate of up to 10%[201]. - If the company is considered a PRC tax resident enterprise, dividends paid to overseas stockholders may be subject to PRC withholding tax at a rate of up to 10%[210]. - The company may experience difficulties in obtaining foreign currency for dividend payments due to PRC regulations on currency conversion[209]. Cybersecurity and Data Protection - The PRC Cybersecurity Law mandates that personal information and important data collected by critical information infrastructure operators must be stored in China[165]. - Non-compliance with PRC cybersecurity and data protection laws could result in significant legal liabilities and penalties for the company[164]. - The company believes it is not subject to the cybersecurity review of the CAC as it does not collect personal data of at least 1 million users[194]. Future Business Strategies - The Company anticipates completing the VCI Business Combination, with management's experience expected to provide alternative business combination targets if necessary[94]. - The company may pursue target businesses in foreign jurisdictions, including China, if the merger with the Target Group is terminated[137]. - The company faces intense competition from well-established entities with greater resources in identifying and effecting business combinations[130].

Financial Performance - Net loss for the three months ended December 31, 2024, was $160,073, compared to a net loss of $476,928 for the same period in 2023, showing an improvement of approximately 66%[15] - The basic and diluted net loss per common share for the three months ended December 31, 2024, was $(0.02), an improvement from $(0.06) in the same period of 2023[15] - The company reported a loss from operations of $197,668 for the three months ended December 31, 2024, compared to a loss of $731,550 for the same period in 2023, indicating a significant reduction in operational losses by approximately 73%[15] - For the nine months ended December 31, 2024, the company reported a net loss of $485,243, an improvement from a net loss of $548,568 in the same period of 2023, representing a decrease of approximately 11.5%[22] - The effective tax rate for the three months ended December 31, 2024, was -14.42%, compared to -14.52% for the same period in 2023, indicating a slight improvement[95] Assets and Liabilities - Total assets increased to $12,002,703 as of December 31, 2024, compared to $11,393,873 as of March 31, 2024, reflecting a growth of approximately 5.3%[13] - Current liabilities rose significantly to $15,335,264 from $6,378,420, indicating a substantial increase of approximately 140%[13] - The accumulated deficit increased to $14,936,570 as of December 31, 2024, compared to $13,993,133 as of March 31, 2024, reflecting a rise of approximately 6.8%[13] - The total liabilities increased to $23,564,566 as of December 31, 2024, from $14,459,499 as of March 31, 2024, representing an increase of approximately 63.5%[13] - As of December 31, 2024, the Company had a working capital deficit of $15,328,537 and an accumulated deficit of $14,936,774[74] Trust Account and Business Combination - The company had a total of $230,000,000 placed in a trust account, invested only in U.S. government securities, until the completion of a Business Combination[31] - Stockholders approved an extension of the deadline to consummate a Business Combination to January 2, 2027, with a deposit of $2,000 required for each one-month extension[39] - The Company will redeem 100% of the outstanding Public Shares if it fails to complete a Business Combination within the Second Amended Combination Period[41] - The per share value of assets available for distribution may be less than the Initial Public Offering price of $10.00 if the Company does not complete a Business Combination[42] - The Company has not generated any operating revenues since its inception on January 15, 2021, and all activities have been related to its formation and IPO[25] Stockholder Activity - An aggregate of 685,836 shares of common stock were redeemed at a total redemption value of $7,919,296, approximately $11.55 per share[40] - Public stockholders redeemed 934,193 shares at a redemption price of approximately $11.43 per share during the January 2024 Special Meeting[55] - The common stock subject to possible redemption decreased to $3,374,052 as of December 31, 2024, down from $10,926,852 as of March 31, 2024, reflecting a decline of approximately 69%[90] Financing and Debt - The Company issued an unsecured promissory note of up to $1,300,000, convertible into units at $10.00 per unit, to the Buyer[50] - The Company issued additional unsecured promissory notes, including Promissory Note B for $530,000 and Promissory Note C for $470,000, both convertible at $10.00 per unit[51][52] - As of December 31, 2024, the outstanding balance under all promissory notes was $2,445,000[131] - The Company entered into a Loan Agreement allowing the Sponsor to borrow $385,541 initially and $128,513 monthly, which will be loaned to the Company for extension payments[139] - The Company accrued $360,000 in service fees owed to the Chief Financial Officer as of December 31, 2024, and March 31, 2024[148] Operational Status and Risks - As of December 31, 2024, the company had not commenced any operations and will not generate operating revenues until after completing a Business Combination[25] - The Company is subject to risks associated with being an early stage and emerging growth company, with no specific industry or geographic region limitations for potential Business Combinations[24] - The Company is currently evaluating the impact of inflation, rising interest rates, and geopolitical events on its financial position and operations[75] - The Company has incurred significant professional costs to remain publicly traded and may need additional financing to complete a business combination[74] Market and Valuation - The common stock price increased from $9.44 in August 2021 to $11.30 as of March 31, 2024, indicating a positive market trend[183] - The risk-free rate rose from 0.88% in August 2021 to 5.03% as of March 31, 2024, which may impact future valuations[183] - The volatility of the Company's stock decreased from 16.0% in August 2021 to 5.40% as of March 31, 2024, suggesting reduced market uncertainty[183] Professional Services and Fees - The Company has agreed to pay Ontogeny $2,875,000 upon the consummation of its initial Business Combination for management consulting and corporate advisory services[149] - The Company engaged Morrow Sodali as Solicitation Agent for shareholders, agreeing to pay a total estimated fee of $25,000, with a final payment of $9,630 made on November 7, 2023[160] - The Company entered into an agreement with Baker Tilly DHC Business Private Limited for a Purchase Price Allocation study, with an estimated fee of $24,000[161] - The Company engaged Houlihan Capital for a financial opinion, agreeing to a fee of $150,000, with a final payment of $13,675 made on November 7, 2023[163] - The Company has an outstanding fee dispute of $38,000 with Marcum LLP, with an accrued invoice of $23,617 as of December 31, 2024[166]

Financial Position - Total assets as of March 31, 2024, amounted to $11,849,083, an increase from $11,393,873[10] - Total liabilities as of March 31, 2024, were $15,239,879, up from $14,459,499[11] - As of September 30, 2024, the Company had cash of $0 and a working capital deficit of $7,017,758[64] - The Company had $11,801,278 and $11,363,873 in the Trust Account as of September 30, 2024 and March 31, 2024, respectively[75] - The amount due to related parties was $656,913 as of September 30, 2024, indicating ongoing financial obligations[130] Operating Results - Net loss for the three months ended September 30, 2024, was $170,303, compared to a net loss of $394,256 for the same period in 2023[12] - For the six months ended September 30, 2024, the net loss was $325,170, compared to a net loss of $71,640 for the same period in 2023[15] - Basic and diluted net loss per common share for the three months ended September 30, 2024, was $(0.02), compared to $(0.05) in the same period last year[12] - The effective tax rate for the six months ended September 30, 2024, was (20.58)%, a significant decrease from 249.77% for the same period in 2023[85] Cash Flow - Net cash used in operating activities was $540,739 for the six months ended September 30, 2024, compared to $291,699 for the same period in 2023, indicating a significant increase in cash outflow[15] - Cash deposited in the Trust Account amounted to $140,000 for the six months ended September 30, 2024, down from $642,569 in the same period of 2023[15] - The total cash change for the period was a decrease of $1,044, compared to an increase of $6,758 in the same period of 2023[15] Business Combination - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[18] - The company has extended the deadline to complete a Business Combination to January 2, 2025, allowing for additional one-month extensions[31] - The Company entered into a Stock Purchase Agreement to acquire 100% of the Target Company's share capital for an aggregate purchase price of $102,000,000, along with a primary investment of $38,000,000 for loan repayment[36] - The Stock Purchase Agreement was terminated by Risee on October 25, 2023, with no liability to any parties involved[37] - The Company extended its deadline to consummate an initial business combination to January 2, 2025, with stockholders redeeming 934,193 shares at approximately $11.43 per share[47] Shareholder Activity - Public stockholders redeemed 21,026,882 shares at approximately $10.03 per share and 63,395 shares at approximately $10.89 per share during previous extensions[46] - As of September 30, 2024, the common stock subject to possible redemption amounts to $11,208,766, reflecting a decrease from $20,284,026 as of March 31, 2023[80] Financing and Debt - The Company issued an unsecured promissory note of up to $1,300,000 to the Buyer, convertible into units at $10.00 per unit, with no interest[41] - The Company issued an additional unsecured promissory note of up to $530,000 and another for up to $470,000, both convertible into units at $10.00 per unit, with no interest[43][44] - The Company recognized a compensation expense of $786,848 related to the sale of 150,000 Founder Shares to independent directors, valued at $787,500[112] - The Company issued unsecured promissory notes totaling $2,445,000 outstanding as of September 30, 2024, for various financing needs[123] Regulatory and Compliance - The Company received a Delisting Notice from Nasdaq on July 30, 2024, due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[61] - Trading of the Company's securities was suspended on Nasdaq on August 8, 2024, and they are now quoted on Over-the-Counter (OTC) markets[62] - Management has determined that current conditions raise substantial doubt about the Company's ability to continue as a going concern[64] Professional Fees and Expenses - The Company has incurred significant professional costs to remain publicly traded and expects to continue incurring such costs[64] - The Company accrued $360,000 in service fees for the Chief Financial Officer, with a total of 36,000 shares of common stock to be issued upon the closing of the Business Combination[142] - The Company agreed to pay Ontogeny $2,875,000 for management consulting services upon the consummation of the initial Business Combination[143] Warrants and Shares - As of September 30, 2024, there are 23,000,000 Public Warrants and 796,900 Private Warrants outstanding[162] - The fair value of the Private Warrants increased to $124,316 as of September 30, 2024, from $31,079 as of March 31, 2024[179][182] - The Company has authorized 5,000,000 shares of preferred stock, but none have been issued or outstanding as of September 30, 2024[174] - The Company has 6,546,900 shares of common stock issued and outstanding as of September 30, 2024, excluding 975,530 shares subject to possible redemption[175]

Financial Performance - The company reported a net loss of $154,867 for the three months ended June 30, 2024, compared to a net income of $322,616 for the same period in 2023, indicating a significant decline in performance[9]. - The effective tax rate for the three months ended June 30, 2024, was (21.77)%, compared to 14.81% for the same period in 2023[66]. - The net loss for the three months ended June 30, 2024, was $(154,867), resulting in a basic and diluted net loss per share of $(0.02)[72]. - The company incurred significant professional costs and may need additional financing to complete its Business Combination or redeem public shares[47]. - Management has raised substantial doubt about the company's ability to continue as a going concern if it cannot complete a business combination by September 2, 2024[182]. Assets and Liabilities - As of June 30, 2024, total assets increased to $11,664,869 from $11,393,873 as of March 31, 2024, representing a growth of approximately 2.38%[8]. - Total current liabilities rose to $6,799,501 as of June 30, 2024, up from $6,378,420 as of March 31, 2024, reflecting an increase of approximately 6.58%[8]. - The company had a total stockholders' deficit of $14,298,150 as of June 30, 2024, compared to $13,992,478 as of March 31, 2024, reflecting an increase in deficit[9]. - As of June 30, 2024, the company reported a cash balance of $247 and a working capital deficit of $6,726,996, with accumulated deficits of $14,298,150[47]. - The company had cash deposited in the trust account amounting to $80,000 for the three months ended June 30, 2024[13]. Initial Public Offering (IPO) - The Company raised gross proceeds of $200,000,000 from the Initial Public Offering by selling 20,000,000 units at $10.00 per unit[17]. - An additional 3,000,000 units were sold for gross proceeds of $30,000,000 due to the underwriters' full exercise of their over-allotment option[17]. - The underwriting agreement for the Initial Public Offering included a cash underwriting discount of $0.20 per unit sold, totaling $4,600,000, and deferred commissions of $8,050,000[111]. - The Company completed its Initial Public Offering on August 2, 2021, selling 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000[80]. - The Sponsor purchased 714,400 Private Units at $10.00 per Private Unit, totaling $7,144,000, simultaneously with the Initial Public Offering[82]. Business Combination - The Company has not commenced any operations and will not generate operating revenues until after completing a business combination[15]. - The Company has the ability to extend the deadline for completing a Business Combination up to 36 months from the Initial Public Offering, now set to August 2, 2024[25]. - The Company must redeem 100% of outstanding Public Shares if a Business Combination is not completed within the Amended Combination Period[27]. - The Company extended its deadline to consummate an initial business combination to January 2, 2025, with stockholders redeeming 934,193 shares at approximately $11.43 per share[43]. - The Company entered into a Stock Purchase Agreement to acquire 100% of the Target Company for an aggregate purchase price of $102,000,000, along with a primary investment of $38,000,000[30]. Financing and Debt - The Company issued an unsecured promissory note for up to $1,300,000, which is convertible into units at $10.00 per unit, with no interest[36]. - The Company issued unsecured promissory notes B and C for up to $530,000 and $470,000 respectively, both convertible into units at $10.00 per unit[38][39]. - As of June 30, 2024, the outstanding balance under all promissory notes was $2,445,000[96]. - The Company has a total amount due to related parties of $656,913 as of June 30, 2024[198]. - The Company entered into a Loan Agreement allowing the Sponsor to borrow $385,541 initially and $128,513 monthly, which will be loaned to the Company for extension payments[199]. Regulatory and Compliance - The Company received a delisting notice from Nasdaq on July 30, 2024, due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[157]. - The Company appointed three new independent directors on August 6, 2024, to fill vacancies created by resignations[156]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[53]. - The Company is evaluating the impact of inflation, rising interest rates, and geopolitical events on its financial position and operations[48]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases, which may affect the Company's cash available for Business Combinations[49][50]. Shareholder and Stock Information - Public stockholders can redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be $10.00 per Public Share[20]. - Common stock subject to possible redemption was $11,077,657 as of June 30, 2024, reflecting a decrease from previous periods[62]. - The Company has 23,000,000 Public Warrants and 796,900 Private Warrants outstanding as of June 30, 2024[132]. - The Company will adjust the exercise price of the warrants to 115% of the Market Price if certain conditions regarding capital raising are met[138]. - The Company has accrued $360,000 in service fees for the Chief Financial Officer as of June 30, 2024, with a total payment of 36,000 shares of common stock to be made upon closing of the Business Combination[115].

IPO and Business Combination - IMAQ completed its IPO on August 2, 2021, raising gross proceeds of $200 million from the sale of 20 million public units at $10.00 each[10]. - The company has extended the deadline for consummating a business combination multiple times, with the latest extension moving the deadline to January 2, 2025[12]. - A proposed business combination with Risee Entertainment Holdings was terminated on October 25, 2023, with an aggregate purchase price of $102 million for 100% of the Target Company's shares[13]. - The company has until September 2, 2024, to complete its initial business combination, with an option to extend to January 2, 2025[18]. - If the Company fails to complete the business combination by the deadline, it will cease operations, redeem public shares at a pro-rata amount from the trust account, and liquidate[21]. - The Company will redeem 100% of the outstanding Public Shares if a Business Combination is not completed within the Amended Combination Period[162]. - The Company must maintain net tangible assets of at least $5,000,001 to proceed with a Business Combination[160]. - The underwriters have waived their rights to deferred underwriting commissions if the Company does not complete a Business Combination within the Amended Combination Period[162]. Financial Position and Performance - As of March 31, 2024, the company had $1,044 in cash outside of the Trust Account and a working capital deficit of $6,348,420[34]. - The company incurred a net loss of $814,487 for the year ended March 31, 2024, compared to a net loss of $1,235,409 for the year ended March 31, 2023[65]. - The company reported an accumulated deficit of $13,993,133 as of March 31, 2024, compared to $11,053,210 as of March 31, 2023, indicating a significant increase in losses[146]. - The company has a working capital deficit of $6,348,420 as of March 31, 2024, up from $3,673,078 as of March 31, 2023, reflecting worsening liquidity conditions[146]. - Total current liabilities increased to $6,378,420 as of March 31, 2024, from $3,725,880 as of March 31, 2023, highlighting rising financial obligations[149]. - The total assets decreased to $11,393,873 as of March 31, 2024, from $21,031,258 as of March 31, 2023, indicating a decline in overall financial position[149]. - The redemption value as of March 31, 2024, was $10,926,852, down from $20,284,026 as of March 31, 2023, reflecting a decrease in shareholder value[150]. Management and Governance - The company’s board size was reduced from seven to two directors following the resignations of several board members in December 2023[15]. - The Board appointed Mr. Hsu-Kao Cheng as an independent Class III director effective August 6, 2024, filling a vacancy until the 2027 annual meeting[16]. - The Board appointed Mr. Ming-Hsien Hsu as an independent Class II director effective August 6, 2024, filling another vacancy until the 2026 annual meeting[16]. - The audit committee is composed solely of independent directors and is responsible for reviewing financial statements and ensuring compliance with applicable laws[111]. - Hsu-Kao Cheng is identified as an "audit committee financial expert," enhancing the committee's financial oversight capabilities[114]. - The company has not established specific minimum qualifications for director nominees, focusing instead on a range of factors including integrity and professional reputation[115]. Legal and Regulatory Matters - The company is subject to the Holding Foreign Companies Accountable Act, which may restrict its ability to complete a business combination with certain foreign entities[25]. - IMAQ's auditor is registered with the PCAOB, but the company will not pursue business combinations with China-based targets due to regulatory concerns[25]. - The company may face challenges in enforcing legal rights for investors due to the location of its directors and officers outside the United States[26]. - The company is subject to potential review by the Committee on Foreign Investment in the United States (CFIUS), which could delay or block a business combination[34]. Shareholder Matters - Public stockholders can redeem their shares for a pro-rata portion of the trust account, initially anticipated to be $10.00 per share, plus any interest earned[20]. - IMAQ's public stockholders may face liability for claims against the corporation to the extent of distributions received during a dissolution[23]. - The company has instructed the trustee to liquidate investments in the Trust Account to mitigate the risk of being deemed an unregistered investment company[37]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing an initial business combination[46]. Debt and Financing - The company has outstanding promissory notes totaling $2,445,000 as of March 31, 2024, with various terms and conditions[74]. - The Company issued an unsecured promissory note in the amount of $1,300,000 on January 31, 2024, which is convertible into units at $10.00 per unit[57]. - The Company may need to obtain additional financing to complete its Business Combination or redeem public shares, potentially issuing additional securities or incurring debt[69]. - The Company has accrued $360,000 in service fees for the Chief Financial Officer as of March 31, 2024[83]. Operational Matters - The company has limited operations and is primarily focused on identifying potential acquisition targets[27]. - The company has not commenced any operations as of March 31, 2024, and all activities have been related to its formation and initial public offering[158]. - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring such expenses in connection with initial business combination activities[34]. - The company has no operations and relies on third-party technologies, which may expose it to cybersecurity risks[42]. Accounting and Financial Reporting - The Chief Executive Officer concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2024, due to material weaknesses in internal controls[101]. - Management assessed the effectiveness of internal control over financial reporting and determined that it failed to maintain effective controls as of March 31, 2024, due to material weaknesses[102]. - The company has not recognized any unrecognized tax benefits or accrued interest and penalties related to income taxes as of March 31, 2024[190]. - The Company adopted ASU 2020-06 effective January 1, 2024, which did not impact its financial position or results of operations[196].

Financial Performance - Net loss for the three months ended December 31, 2023, was $476,928, compared to a loss of $524,827 for the same period in 2022, indicating a decrease in losses of approximately 9.1%[12] - The company reported a net cash used in operating activities of $614,986 for the nine months ended December 31, 2023, compared to $1,008,998 for the same period in 2022, showing an improvement of approximately 39%[18] - For the nine months ended December 31, 2023, the Company had a net loss of $548,568, which is an improvement compared to a net loss of $1,048,123 for the same period in 2022[195] - The Company incurred operating costs of $731,550 for the three months ended December 31, 2023, which included expenses related to being a public company[194] Assets and Liabilities - Total assets increased to $22,028,759 as of December 31, 2023, compared to $21,031,258 as of March 31, 2023, reflecting a growth of approximately 4.8%[9] - Current liabilities rose to $5,964,689 from $3,725,880, marking an increase of about 60.2%[9] - The total stockholders' deficit increased to $13,278,020 as of December 31, 2023, from $11,052,556 as of March 31, 2023, reflecting a decline of approximately 20.1%[9] - As of December 31, 2023, the Company had cash of $1,177 and a working capital deficit of $5,963,512, raising substantial doubt about its ability to continue as a going concern[49][50] Revenue and Income - Interest and dividend income on investments held in the trust account was $286,712 for the three months ended December 31, 2023, up from $183,534 in the same period last year, representing an increase of about 56.3%[12] - The Company recorded a provision for income taxes of $19,340 for the three months ended December 31, 2023, down from $26,374 in the same period of 2022, indicating a decrease of approximately 26.5%[12] Initial Public Offering and Financing - The Company completed its Initial Public Offering on August 2, 2021, raising gross proceeds of $200 million from the sale of 20,000,000 units at $10.00 per unit[23] - An additional 3,000,000 units were sold on August 6, 2021, generating gross proceeds of $30 million due to the underwriters' exercise of their over-allotment option[25] - The total gross proceeds from the Private Placement amounted to $7,144,000, with 714,400 Private Units purchased at $10.00 per Private Unit[93] - The Company incurred total offering costs of $15,242,385 related to the Initial Public Offering, including $4,600,000 in underwriting fees and $8,050,000 in deferred underwriting fees[71] Business Combination and Agreements - The Company has the ability to extend the deadline for completing a Business Combination to August 2, 2024, following stockholder approval[35] - On October 22, 2022, the Company entered into a Stock Purchase Agreement to acquire 100% of the issued share capital of the Target Company for an aggregate purchase price of $102 million[40] - The Stock Purchase Agreement was terminated by Risee on October 25, 2023, without any liability to the parties involved[41] - The Company entered into a Securities Purchase Agreement to sell 4,125,000 Founder Shares and 657,675 private placement units, representing 76% of total Company Securities owned by the Sponsor, for an aggregate purchase price of $1.00[42] Tax and Regulatory Matters - The effective tax rate for the three months ended December 31, 2023, was -14.52%, compared to -5.29% for the same period in 2022, primarily due to valuation allowances on net operating losses[76] - The Company is subject to a new U.S. federal 1% excise tax on certain stock repurchases, effective after December 31, 2022, which may impact cash available for a Business Combination[52][53] Promissory Notes and Loans - The Company issued a $1,300,000 promissory note to fund the issuance of 100,000 new units and 847,675 shares of common stock upon closing a business combination[44] - The Company issued an unsecured promissory note allowing borrowing of up to $500,000 in four installments, with the first installment due by February 28, 2023[109] - The Company issued an unsecured promissory note (Promissory Note B) for up to $530,000 to JC Unify Capital, which is convertible into units at $10.00 per unit[187] - The Company also issued another unsecured promissory note (Promissory Note C) for up to $470,000 under similar terms as Promissory Note B[189] Shareholder Matters - Public stockholders holding 21,026,882 shares redeemed their shares at approximately $10.03 per share, while 63,395 shares were redeemed at approximately $10.89 per share in August 2023[45] - The Company recorded a $6,906 excise tax liability as of December 31, 2023, due to redemptions by public stockholders[54] Operational Considerations - As of December 31, 2023, the Company had not commenced any operations and generated non-operating income from interest and dividend income[21] - The Company is evaluating the impact of persistent inflation, rising interest rates, and geopolitical events on its financial position and operations[51] - The Company has incurred significant professional costs and transaction costs in pursuit of a Business Combination, which may require additional financing[49] Miscellaneous - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[56] - The Company held an annual general meeting on February 13, 2024, where new directors were appointed for various terms[164]

Financial Performance - For the quarter ended September 30, 2023, the company reported a net loss of $394,256, which includes interest income of $275,850 and operating costs of $604,743[166]. - The company has not generated any operating revenues since its inception on January 15, 2021, and only incurs non-operating income from interest on cash and cash equivalents[165]. Liquidity and Funding - As of September 30, 2023, the company had $7,060 in its operating bank account, with the majority of cash held in a trust account unavailable for use prior to a business combination[169]. - The company expects to incur approximately $193,736 for accounting and audit expenses, $84,646 for due diligence, and $257,027 for SEC extension fees in the upcoming period[180]. - The company may need to raise additional funds following the Initial Public Offering to meet operational expenditures, with potential insufficient funds to operate prior to the initial business combination[182]. - The company’s liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not completed by the deadline[178]. Business Combination Plans - The company has until August 2, 2024, to consummate a business combination, after which a mandatory liquidation will occur if not completed[177]. - The company has incurred significant costs in pursuit of its initial business combination plans and cannot assure that these plans will be successful[158]. - The company plans to use proceeds from its Initial Public Offering and private placement primarily for its initial business combination and related expenses[175]. Debt and Promissory Notes - As of September 30, 2023, the outstanding balance on the promissory notes was $750,000, which was unchanged from September 30, 2022[186]. - The company issued an unsecured promissory note on February 14, 2023, allowing borrowing of up to $500,000, with an outstanding amount of $500,000 as of September 30, 2023[189]. - The company entered into a Loan Agreement on January 26, 2023, allowing the Sponsor to borrow $385,541 initially and $128,513 monthly, with repayment due within five days of the de-SPAC transaction[190]. IPO and Underwriting - The company completed its Initial Public Offering on August 2, 2021, raising gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[170]. - The underwriting agreement for the Initial Public Offering included a cash underwriting discount of $0.20 per Unit sold, totaling $4,600,000, and deferred commissions of $8,050,000[193]. Consulting and Advisory Fees - The company has agreed to pay Ontogeny Capital a total of $2,875,000 for management consulting and corporate advisory services upon the consummation of the initial business combination[196]. - The Chief Financial Officer agreement stipulates a payment of up to $400,000, with $40,000 accrued as of September 30, 2023, due to the lack of a completed business combination[195]. - The company will pay Chardan a fee of 5% of the aggregate sales price of securities sold in financing transactions, plus reimbursement of expenses capped at $25,000[201]. - The engagement letter with Ontogeny Capital for PIPE financing includes a contingent fee of 5% on gross proceeds up to $75 million[203]. - The company engaged Baker Tilly DHC Business Private Limited for a Purchase Price Allocation study with an estimated fee of $24,000[206]. - The company contracted Houlihan Capital for a financial opinion regarding a transaction, agreeing to pay a total estimated fee of $150,000[208]. Compensation and Internal Controls - The company recognized a compensation expense of $786,848 related to the sale of 150,000 Founder Shares to independent directors, based on a fair value of $787,500[218]. - The company identified a material weakness in internal controls over financial reporting, particularly regarding complex financial instruments and stock-based compensation[222]. - As of September 30, 2023, the company's disclosure controls and procedures were deemed ineffective due to previously reported material weaknesses[222]. - The company has plans to enhance its processes for accounting requirements, including providing better access to accounting literature and increasing communication among personnel[224]. - The company has not reported any changes in internal control over financial reporting that materially affected its operations during the most recent fiscal quarter[223]. Share Classification - The company has classified all redeemable Public Shares, totaling 23,000,000, outside of permanent equity due to redemption features[215]. - The company performed additional analysis to ensure financial statements were prepared in accordance with U.S. GAAP due to identified weaknesses in internal controls[222].