International Media Acquisition (IMAQ) - 2024 Q1 - Quarterly Report

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].