International Media Acquisition (IMAQ) - 2026 Q1 - Quarterly Report

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]