International Media Acquisition (IMAQ)
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International Media Acquisition (IMAQ) - 2024 Q1 - Quarterly Report
2023-08-11 19:33
Financial Performance - The company reported a net profit of $322,616 for the quarter ended June 30, 2023, compared to a net loss of $204,671 for the same quarter in 2022[158][159]. - The company incurred operating costs of $(118,762) and an income tax provision of $56,103 for the quarter ended June 30, 2023[158]. - The company reported a net loss per common share, calculated by dividing the net loss by the weighted-average number of shares outstanding during the period[205]. Cash and Funding - The company has $185,483 in its operating bank account as of June 30, 2023, with all remaining cash held in a trust account, generally unavailable for use prior to an initial business combination[160]. - The company raised gross proceeds of $200,000,000 from its Initial Public Offering of 20,000,000 units at $10.00 per unit[161]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to completing an initial business combination[175]. Business Combination and Acquisitions - The company entered into a Stock Purchase Agreement to acquire 100% of the issued and outstanding share capital of Reliance Entertainment Studios Private Limited for an aggregate purchase price of $102,000,000, along with a primary investment of $38,000,000[153]. - The company has until August 2, 2024, to consummate a business combination, following an extension approved by stockholders[169]. - Deferred underwriting commissions of $8,050,000 will be payable upon completion of an initial business combination[187]. - The company agreed to pay Ontogeny $2,875,000 for management consulting and corporate advisory services upon the consummation of its initial business combination[190]. - The company engaged Chardan for merger and acquisition advisory services, agreeing to pay a fee of 3% on the first $100 million of the business combination value[195]. Operational Status - The company has not engaged in any operations or generated operating revenues to date, relying on non-operating income from interest on cash and cash equivalents[157]. - The company has no off-balance sheet arrangements as of June 30, 2023[176]. Debt and Promissory Notes - The company issued an unsecured promissory note to the Sponsor on January 14, 2022, allowing borrowing of up to $500,000 in two installments[178]. - As of June 30, 2023, the outstanding amount on the Post-IPO Promissory Note was $750,000, an increase from $195,000 on June 30, 2022[179]. - The August 2022 Promissory Note allowed the company to borrow up to $895,000, with an outstanding balance of $895,000 as of June 30, 2023[180]. - The company issued a November 2022 Promissory Note for borrowing up to $300,000, with an outstanding balance of $300,000 as of June 30, 2023[181]. - The February 2023 Promissory Note allowed borrowing of up to $500,000, with an outstanding balance of $121,560 as of June 30, 2023[182]. - A Loan Agreement was entered into on January 26, 2023, allowing the Sponsor to borrow $385,541 initially and $128,513 monthly at the company's discretion[183]. Internal Controls and Compliance - A material weakness in internal controls over financial reporting was identified, particularly concerning complex financial instruments and stock-based compensation[216]. - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of June 30, 2023, due to the identified material weaknesses[216]. - The company plans to enhance processes for accounting requirements to better evaluate complex accounting standards, although these initiatives will take time to implement[218]. - No changes in internal control over financial reporting materially affected the company during the most recent fiscal quarter[217]. - The company has not reported any legal proceedings or defaults upon senior securities[219][224]. Equity and Securities - A total of 23,000,000 Public Shares sold in the Initial Public Offering contain a redemption feature, classified outside of permanent equity due to SEC guidance[207]. - The underwriting agreement for the Initial Public Offering included a cash underwriting discount of $0.20 per Unit sold, totaling $4,600,000[187]. - There were no recent unregistered sales of equity securities or purchases of equity securities by the issuer[221][223]. Management and Communication - 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[210]. - The company aims to ensure timely decisions regarding required disclosures through effective communication among management and personnel[215].
International Media Acquisition (IMAQ) - 2023 Q4 - Annual Report
2023-07-14 10:04
Financial Performance - For the fiscal year ended March 31, 2023, the company reported a net loss of $1,235,409, which included interest income of $1,088,765 and operating costs of $2,236,076[75]. - The company incurred a net loss of $2,198,385 for the fiscal year ended March 31, 2022, with operating costs of $2,547,083[76]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[74]. Cash and Liquidity - The company had $302 in its operating bank account as of March 31, 2023, with all remaining cash held in a trust account, generally unavailable for use prior to an initial business combination[78]. - The company may need to raise additional funds post-Initial Public Offering to cover operational expenditures, with potential financing required if actual costs exceed estimates[90]. - As of March 31, 2023, the outstanding balance on the Post-IPO Promissory Note was $750,000, reflecting an increase from $195,000 as of March 31, 2022[94]. - The company issued an unsecured promissory note on February 14, 2023, allowing borrowing of up to $500,000 in four installments, with an outstanding amount of $180,541 as of March 31, 2023[97]. - The company entered into a Loan Agreement on January 26, 2023, allowing the Sponsor to borrow $385,541 initially and $128,513 monthly, to cover extension payments to the trust account[98]. Initial Public Offering and Fundraising - 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[79]. - The company raised an additional $30,000,000 from the sale of 3,000,000 units on August 6, 2021, as part of an over-allotment option exercised by underwriters[82]. - The company plans to use substantially all net proceeds from the Initial Public Offering and private placement for its initial business combination and related expenses[84]. Business Combination and Future Plans - The company entered into a Stock Purchase Agreement on October 22, 2022, to acquire 100% of the issued and outstanding share capital of Reliance Entertainment Studios Private Limited for an aggregate purchase price of $102,000,000, along with a primary investment of $38,000,000[70][71]. - The company has until August 2, 2023, to consummate a business combination, with a mandatory liquidation if not completed by that date, raising substantial doubt about its ability to continue as a going concern[85][86]. Expenses and Fees - The company expects to incur approximately $134,950 for accounting and audit expenses, $568,150 for due diligence and consulting, and $385,000 for SEC extension fees in the upcoming period[88]. - 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[102]. - The company has accrued $40,000 as an expense for the Chief Financial Officer agreement, which totals up to $400,000 contingent on completing the initial business combination[104]. - Ontogeny Capital received a total of $1,650,000 upon the closing of the Initial Public Offering for management consulting and corporate advisory services[105]. - The company agreed to pay Chardan Capital Markets a fee of 5% of the aggregate sales price of securities sold in a PIPE financing transaction[111]. Professional Services and Contracts - The company engaged Morrow Sodali as a Solicitation Agent for a total estimated fee of $25,000 related to the Special Meeting in Q3 2022[113]. - The company contracted Baker Tilly DHC Business Private Limited for a Purchase Price Allocation study with an estimated fee of $24,000[114]. - The company also engaged Baker for the Valuation of Intellectual Properties, agreeing to a fee of $10,000[115]. - Houlihan Capital was engaged to provide a financial opinion for a fee of $150,000[116]. - FNK IR was contracted for integrated investor and media relations at a monthly fee of $8,000, which was terminated on February 8, 2023[117]. Shareholder and Equity Information - The company has 23,000,000 Public Shares that contain a redemption feature, classified outside of permanent equity due to SEC guidance[122]. - The company recognized compensation expense of $786,848 for the sale of 150,000 Founder Shares to independent directors[125]. - The value of Founder Shares sold to an additional independent director was determined to be $141,250, with a recognized compensation expense of $141,150[126]. - The company recognized compensation expense of $423,450 for the sale of 75,000 Founder Shares to an independent consultant[127]. Market Risk Disclosure - As a smaller reporting company, the company is not required to make disclosures about market risk[128].
International Media Acquisition (IMAQ) - 2023 Q3 - Quarterly Report
2023-02-14 21:31
Financial Performance - The company reported a net loss of $524,827 for the three months ended December 31, 2022, compared to a net loss of $530,838 for the same period in 2021[160][161]. - For the nine months ended December 31, 2022, the company had a net loss of $1,048,123, which was lower than the net loss of $1,880,881 for the same period in 2021[162][163]. - The company incurred formation and operating costs of $1,720,979 for the nine months ended December 31, 2022[162]. - Net loss per common share is calculated by dividing net loss by the weighted-average number of shares outstanding, with no consideration for warrants in the diluted income per share calculation[206]. Liquidity and Financial Position - The company has $158,952 in its operating bank account as of December 31, 2022, which is insufficient to operate for the next 12 months without a business combination[164][174]. - The company expects primary liquidity requirements to include approximately $549,000 for accounting, audit, and other third-party expenses related to business combination structuring and negotiation[175]. - The company may need to raise additional funds following the Initial Public Offering to meet operating expenditures, with potential additional financing required for the initial business combination[179]. - The outstanding balance on the promissory notes as of December 31, 2022, was $750,000 for the Post-IPO Promissory Note and $895,000 for the August 2022 Promissory Note[183][184]. Business Combination and Acquisitions - The company entered into a Stock Purchase Agreement to acquire 100% of the issued and outstanding share capital of Reliance Entertainment Studios Private Limited for an aggregate purchase price of $102,000,000[154][155]. - The company also agreed to make a primary investment of $38,000,000 into the target company as part of the acquisition[155]. - The company has until May 2, 2023, to consummate a business combination, with the possibility of extending this deadline further[171]. - If a business combination is not completed by the deadline, the company will face mandatory liquidation and dissolution[172]. - The company plans to use the proceeds from the Initial Public Offering and private placement primarily for the initial business combination and related expenses[170]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[165]. - 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 underwriting commissions of $8,050,000[188]. Consulting and Advisory Services - The company has engaged Ontogeny Capital for management consulting and corporate advisory services, with an agreed payment of $2,875,000 upon the consummation of the initial business combination[191]. - The engagement letter with Ontogeny Capital for PIPE financing includes a contingent fee of 5% of gross proceeds up to $75 million[198]. - The company has entered into various consulting agreements with total fees amounting to significant sums, including $25,000 for Morrow Sodali and $150,000 for Houlihan Capital[200][203]. Compensation and Equity - The company recognized a compensation expense of $786,848 for the sale of 150,000 Founder Shares to independent directors, valued at $787,500[211]. - An additional compensation expense of $141,150 was recognized for the sale of 25,000 Founder Shares to an additional independent director, valued at $141,250[213]. - The company recognized a compensation expense of $423,450 for the sale of 75,000 Founder Shares to an independent consultant, valued at $423,750[214]. - The assessment of warrants as equity or liability is conducted at issuance and quarterly, based on specific terms and guidance[207]. Stock and Market Information - The company has 23,000,000 Public Shares with a redemption feature, classified outside of permanent equity due to SEC guidance[208]. - Changes in redemption value of redeemable common stock are recognized immediately, affecting additional paid-in capital and accumulated deficit[209]. - The company has not disclosed any market risk information as it qualifies as a smaller reporting company[215].
International Media Acquisition (IMAQ) - 2023 Q2 - Quarterly Report
2022-11-21 21:16
Financial Performance - The company reported a net loss of $318,625 for the three months ended September 30, 2022, compared to a net loss of $1,349,179 for the same period in 2021[146]. - The company had a net loss of $523,297 for the six months ended September 30, 2022, compared to a net loss of $1,350,043 for the same period in 2021[146]. - Net loss per common share is calculated by dividing net loss by the weighted-average number of shares outstanding during the period[188]. Acquisition and Business Combination - The total purchase price for the acquisition of the Target Company is $102,000,000, with an additional primary investment of $38,000,000 planned[141]. - The company has until February 2, 2023, to consummate a business combination, after which mandatory liquidation will occur if not completed[156]. - The company expects to incur approximately $271,234 for accounting, audit, and other third-party expenses related to the business combination[159]. - The company plans to use substantially all net proceeds from the Initial Public Offering and private placement for the initial business combination and related expenses[155]. - The company may need additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient[162]. Initial Public Offering - The company generated gross proceeds of $200,000,000 from its Initial Public Offering of 20,000,000 units at $10.00 per unit[149]. - The underwriting agreement for the Initial Public Offering included a cash underwriting discount of $0.20 per Unit, totaling $4,600,000, and deferred commissions of $8,050,000[170]. Operating Costs and Expenses - The company incurred formation and operating costs of $606,737 for the three months ended September 30, 2022[146]. - The company has accrued $40,000 as an expense related to the Chief Financial Officer agreement, contingent on the completion of the initial business combination[172]. - Consulting agreements resulted in payments of $1,650,000 upon the closing of the Initial Public Offering, with additional fees contingent on the initial business combination[173]. - The company recognized a compensation expense of $786,848 for the transfer of 150,000 Founder Shares to independent directors, based on a fair value of $787,500[193]. - An additional compensation expense of $141,150 was recognized for the sale of 25,000 Founder Shares to an additional independent director[195]. - The company recognized a compensation expense of $423,450 for the sale of 75,000 Founder Shares to an independent consultant[196]. Financial Position - As of September 30, 2022, the company had $80,645 in its operating bank account available for working capital needs[148]. - The company intends to continue drawing on promissory notes, with up to $700,000 available to support operations until a business combination is completed[157]. - The company issued unsecured promissory notes totaling $1,895,000, with various repayment terms linked to the completion of an initial business combination[164][165][167][168]. - The company has no off-balance sheet arrangements as of September 30, 2022[163]. Consultant and Advisory Fees - The company has engaged various consultants and advisors, with fees ranging from $10,000 to $150,000 for specific services[184][185]. - The company agreed to pay a total fee of 5% of the aggregate sales price of securities sold in a potential financing transaction to Chardan Capital Markets[178]. - The company has a right of first refusal granted to Chardan for future public and private equity and debt offerings for 18 months post-business combination[171]. Accounting Policies - The company has identified critical accounting policies that may materially affect reported financial results due to management estimates and assumptions[187]. - The company has 23,000,000 Public Shares that contain a redemption feature, classified outside of permanent equity due to SEC guidance[190]. - Changes in redemption value are recognized immediately, adjusting the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period[191].
International Media Acquisition (IMAQ) - 2023 Q1 - Quarterly Report
2022-08-12 01:41
Table of Contents 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 June 30, 2022 ☐ 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. (Exact name of registrant as specified in its charter) Delaware 86-1627460 ( ...
International Media Acquisition (IMAQ) - 2022 Q4 - Annual Report
2022-05-16 20:16
Table of Contents (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 March 31, 2022 ☐ 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 juri ...
International Media Acquisition (IMAQ) - 2021 Q4 - Annual Report
2022-03-29 21:59
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT UNDER 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. (Exact name of registrant as specified in its charter) | ...
International Media Acquisition (IMAQ) - 2022 Q3 - Quarterly Report
2022-01-14 21:15
Financial Performance - The company reported a net loss of $1,349,179 for the three months ended September 30, 2021, primarily due to stock-based compensation expenses of $1,351,448[134]. - Total cash used in operating activities from inception through September 30, 2021, was $409,355, reflecting the net loss and changes in working capital[136]. - The company does not expect to generate operating revenues until after the completion of its initial business combination[133]. Capital Raising - The company raised gross proceeds of $200,000,000 from the Initial Public Offering of 20,000,000 units at $10.00 per unit[140]. - An additional $30,000,000 was generated from the sale of 3,000,000 units to cover over-allotments, bringing total gross proceeds to $230,000,000[143]. Cash and Investments - As of September 30, 2021, the company had $438,019 in its operating bank account[139]. - The company incurred net cash used in investing activities of $230,000,000 due to cash deposited in the trust account[137]. Future Expenses - The company expects to use approximately $100,000 for legal and accounting expenses related to business combination structuring and negotiation[148]. - The company anticipates needing $400,000 for Directors and Officers liability insurance premiums over the next 12 months[148]. Debt and Liabilities - The company issued unsecured promissory notes totaling $800,000 to the Sponsor, with the Initial Promissory Note of $300,000 and Additional Promissory Notes of $200,000, and a Post-IPO Promissory Note of $500,000[152][153][156]. - The Chief Finance Officer agreement stipulates a payment of up to $400,000, contingent on the successful completion of a Business Combination, with a fallback payment of $40,000 if not completed[158]. Consulting Agreements - The company engaged Ontogeny Capital Ltd for management consulting services, with total payments amounting to $1,650,000 upon the IPO closing and an additional $2,875,000 upon the initial business combination[159]. - The consulting agreement with F. Jacob Cherian includes a monthly fee of $12,000 for financial advisory services over a 12-month period[160]. Stock and Equity - The company has 23,000,000 Public Shares with a redemption feature, classified outside of permanent equity due to SEC guidance[168]. - The company recognizes changes in the redemption value of common stock immediately, adjusting the carrying value to equal the redemption value at each reporting period[169]. Risk Exposure - As of September 30, 2021, the company reported no exposure to market or interest rate risk[170].
International Media Acquisition (IMAQ) - 2022 Q1 - Quarterly Report
2021-09-13 20:29
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 June 30, 2021 ☐ 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. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorp ...