International Media Acquisition (IMAQ) - 2024 Q3 - Quarterly Report

Financial Performance - For the quarter ended September 30, 2023, the company reported a net loss of $394,256, which includes interest income of $275,850 and operating costs of $604,743[166]. - The company has not generated any operating revenues since its inception on January 15, 2021, and only incurs non-operating income from interest on cash and cash equivalents[165]. Liquidity and Funding - As of September 30, 2023, the company had $7,060 in its operating bank account, with the majority of cash held in a trust account unavailable for use prior to a business combination[169]. - The company expects to incur approximately $193,736 for accounting and audit expenses, $84,646 for due diligence, and $257,027 for SEC extension fees in the upcoming period[180]. - The company may need to raise additional funds following the Initial Public Offering to meet operational expenditures, with potential insufficient funds to operate prior to the initial business combination[182]. - The company’s liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not completed by the deadline[178]. Business Combination Plans - The company has until August 2, 2024, to consummate a business combination, after which a mandatory liquidation will occur if not completed[177]. - The company has incurred significant costs in pursuit of its initial business combination plans and cannot assure that these plans will be successful[158]. - The company plans to use proceeds from its Initial Public Offering and private placement primarily for its initial business combination and related expenses[175]. Debt and Promissory Notes - As of September 30, 2023, the outstanding balance on the promissory notes was $750,000, which was unchanged from September 30, 2022[186]. - The company issued an unsecured promissory note on February 14, 2023, allowing borrowing of up to $500,000, with an outstanding amount of $500,000 as of September 30, 2023[189]. - The company entered into a Loan Agreement on January 26, 2023, allowing the Sponsor to borrow $385,541 initially and $128,513 monthly, with repayment due within five days of the de-SPAC transaction[190]. IPO and Underwriting - The company completed its Initial Public Offering on August 2, 2021, raising gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[170]. - 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[193]. Consulting and Advisory Fees - The company has agreed to pay Ontogeny Capital a total of $2,875,000 for management consulting and corporate advisory services upon the consummation of the initial business combination[196]. - The Chief Financial Officer agreement stipulates a payment of up to $400,000, with $40,000 accrued as of September 30, 2023, due to the lack of a completed business combination[195]. - The company will pay Chardan a fee of 5% of the aggregate sales price of securities sold in financing transactions, plus reimbursement of expenses capped at $25,000[201]. - The engagement letter with Ontogeny Capital for PIPE financing includes a contingent fee of 5% on gross proceeds up to $75 million[203]. - The company engaged Baker Tilly DHC Business Private Limited for a Purchase Price Allocation study with an estimated fee of $24,000[206]. - The company contracted Houlihan Capital for a financial opinion regarding a transaction, agreeing to pay a total estimated fee of $150,000[208]. Compensation and Internal Controls - The company recognized a compensation expense of $786,848 related to the sale of 150,000 Founder Shares to independent directors, based on a fair value of $787,500[218]. - The company identified a material weakness in internal controls over financial reporting, particularly regarding complex financial instruments and stock-based compensation[222]. - As of September 30, 2023, the company's disclosure controls and procedures were deemed ineffective due to previously reported material weaknesses[222]. - The company has plans to enhance its processes for accounting requirements, including providing better access to accounting literature and increasing communication among personnel[224]. - The company has not reported any changes in internal control over financial reporting that materially affected its operations during the most recent fiscal quarter[223]. Share Classification - The company has classified all redeemable Public Shares, totaling 23,000,000, outside of permanent equity due to redemption features[215]. - The company performed additional analysis to ensure financial statements were prepared in accordance with U.S. GAAP due to identified weaknesses in internal controls[222].