International Media Acquisition (US:IMAQ)2024-09-03 20:45Financial 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].