(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].

Financial Position - As of June 30, 2025, total assets amounted to $3,595,851, a decrease from $3,649,458 as of March 31, 2025[11] - Current liabilities increased to $7,119,578 from $7,065,855, primarily due to higher accounts payable and accrued expenses[11] - Cash at the end of the period was $161,374, down from $241,548 at the beginning of the period[21] - The total stockholders' deficit increased to $14,984,512 as of June 30, 2025, from $14,851,919 as of March 31, 2025[11] - As of June 30, 2025, the Company had cash of $161,374 and a working capital deficit of $6,945,315[96] - Accumulated deficit balances were $14,985,167 and $14,852,574 as of June 30, 2025 and March 31, 2025, respectively[96] - The assets held in the Trust Account were $3,421,588 as of June 30, 2025, compared to $3,380,327 as of March 31, 2025[107] Operating Performance - The net loss for the three months ended June 30, 2025, was $120,079, compared to a net loss of $154,867 for the same period in 2024, reflecting a 22% improvement[14] - The company reported a loss from operations of $140,043 for the three months ended June 30, 2025, an improvement from a loss of $270,890 in the same period of 2024[14] - The net loss for the three months ended June 30, 2025, was $120,079, resulting in a basic and diluted net loss per share of $(0.02)[124] Business Combination and Financing - The Company entered into a Stock Purchase Agreement for a business combination with Risee Entertainment Holdings for an aggregate purchase price of $102,000,000[42] - The Company has extended the deadline to complete a Business Combination to August 2, 2024, allowing for a total of 36 months from the initial public offering[36] - The Company will redeem 100% of outstanding Public Shares if a Business Combination is not completed within the Combination Period[39] - The Company has the ability to extend the Combination Period by making deposits into the Trust Account, with a $20,000 deposit required for each one-month extension[37] - The Company has waived redemption rights for its Founder Shares and Private Shares in connection with the completion of a Business Combination[34] - The Company entered into a Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company, with an aggregate consideration of $1,000,000,000, consisting of 90,000,000 Class A and 10,000,000 Class B ordinary shares[58] - The Company has the right to require the Investor to purchase shares of common stock up to $300,000,000, with an option to increase this amount to $500,000,000 under the Equity Line Agreement[65] Shareholder Actions 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[31] - Public stockholders holding 21,026,882 shares redeemed their shares at approximately $10.03 per share, and 63,395 shares were redeemed at approximately $10.89 per share[76] - Stockholders approved an extension of the deadline to consummate an initial business combination from January 2, 2024, to January 2, 2025, with 934,193 shares redeemed at approximately $11.43 per share[77] - The Company has classified all redeemable Public Shares outside of permanent equity due to redemption provisions not solely within its control[110] - As of June 30, 2025, the common stock subject to possible redemption amounted to $3,379,706, reflecting a remeasurement of carrying value to redemption value of $12,514[112] Costs and Expenses - The Company incurred offering costs totaling $15,242,385 related to the Initial Public Offering, including $4,600,000 in underwriting fees and $8,050,000 in deferred underwriting fees[113] - The Company has incurred significant professional costs to remain publicly traded and expects to continue incurring such costs[96] - The Company has accrued $360,000 in service fees for the Chief Financial Officer as of June 30, 2025, with a total potential payment of $400,000 contingent on completing a Business Combination[172] - The Company has accrued $162,000 in consulting fees as of June 30, 2025, related to services provided by Ms. Agarwal[179] Management and Governance - The Company appointed Ms. Yu-Fang Chiu as CEO, CFO, and Chairman of the Board effective March 11, 2025[93] - The Company held its annual meeting on February 13, 2024, where new directors were appointed with terms expiring in 2025, 2026, and 2027[49] - The Company received the resignation of Mr. Chih Young Hung as Director, who was the Chair of the Compensation Committee and Audit Committee[84] Tax and Regulatory Matters - The effective tax rate for the three months ended June 30, 2025, was (2.17%), significantly lower than the federal and state statutory rate of 30%[117] - The Company recorded $0 in accrued interest and penalties related to unrecognized tax benefits as of June 30, 2025[120] - The Company has identified the United States as its only major tax jurisdiction, with tax returns for the years ended March 31, 2025, 2024, 2023, and 2022 remaining open for examination[121] Market and Economic Conditions - The Company is evaluating the impact of global economic uncertainties, including rising interest rates and high inflation, on its financial position[97] - Trading of the Company's securities was suspended on Nasdaq on August 8, 2024, and they are now quoted on Over-the-Counter markets[95] Promissory Notes and Loans - The Company issued an unsecured promissory note for up to $1,300,000, which is convertible into units at $10.00 per unit, and will issue 100,000 new units and 847,675 shares of common stock upon closing of a business combination[48] - The outstanding balance under all promissory notes issued to the Prior Sponsor was $2,445,000 as of June 30, 2025[153] - The Company issued Promissory Note D with an aggregate principal amount of up to $600,000, which is payable on demand and will be used for various expenses and working capital purposes[159] - The Company entered into a Loan Agreement allowing the Prior Sponsor to borrow an Initial Loan of $385,541 and $128,513 per month, which will be loaned to the Company for extension payments[161] Warrants and Rights - As of June 30, 2025, there were 23,000,000 Public Warrants and 796,900 Private Warrants outstanding[191] - The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation[192] - The Company may call the Public Warrants for redemption at a price of $0.01 per warrant if the stock price exceeds $16.50 for 20 trading days within a 30-day period[195] - As of June 30, 2025, there were 23,000,000 Public Rights and 796,900 Private Rights outstanding[205]

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].