International Media Acquisition (IMAQ) - 2023 Q2 - Quarterly Report

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].