International Media Acquisition (IMAQ) - 2025 Q3 - Quarterly Report

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]