International Media Acquisition (IMAQ) - 2024 Q4 - Annual Report

Financial Performance - Net loss for the three months ended December 31, 2023, was $476,928, compared to a loss of $524,827 for the same period in 2022, indicating a decrease in losses of approximately 9.1%[12] - The company reported a net cash used in operating activities of $614,986 for the nine months ended December 31, 2023, compared to $1,008,998 for the same period in 2022, showing an improvement of approximately 39%[18] - For the nine months ended December 31, 2023, the Company had a net loss of $548,568, which is an improvement compared to a net loss of $1,048,123 for the same period in 2022[195] - The Company incurred operating costs of $731,550 for the three months ended December 31, 2023, which included expenses related to being a public company[194] Assets and Liabilities - Total assets increased to $22,028,759 as of December 31, 2023, compared to $21,031,258 as of March 31, 2023, reflecting a growth of approximately 4.8%[9] - Current liabilities rose to $5,964,689 from $3,725,880, marking an increase of about 60.2%[9] - The total stockholders' deficit increased to $13,278,020 as of December 31, 2023, from $11,052,556 as of March 31, 2023, reflecting a decline of approximately 20.1%[9] - As of December 31, 2023, the Company had cash of $1,177 and a working capital deficit of $5,963,512, raising substantial doubt about its ability to continue as a going concern[49][50] Revenue and Income - Interest and dividend income on investments held in the trust account was $286,712 for the three months ended December 31, 2023, up from $183,534 in the same period last year, representing an increase of about 56.3%[12] - The Company recorded a provision for income taxes of $19,340 for the three months ended December 31, 2023, down from $26,374 in the same period of 2022, indicating a decrease of approximately 26.5%[12] Initial Public Offering and Financing - The Company completed its Initial Public Offering on August 2, 2021, raising gross proceeds of $200 million from the sale of 20,000,000 units at $10.00 per unit[23] - An additional 3,000,000 units were sold on August 6, 2021, generating gross proceeds of $30 million due to the underwriters' exercise of their over-allotment option[25] - The total gross proceeds from the Private Placement amounted to $7,144,000, with 714,400 Private Units purchased at $10.00 per Private Unit[93] - The Company incurred total offering costs of $15,242,385 related to the Initial Public Offering, including $4,600,000 in underwriting fees and $8,050,000 in deferred underwriting fees[71] Business Combination and Agreements - The Company has the ability to extend the deadline for completing a Business Combination to August 2, 2024, following stockholder approval[35] - On October 22, 2022, the Company entered into a Stock Purchase Agreement to acquire 100% of the issued share capital of the Target Company for an aggregate purchase price of $102 million[40] - The Stock Purchase Agreement was terminated by Risee on October 25, 2023, without any liability to the parties involved[41] - The Company entered into a Securities Purchase Agreement to sell 4,125,000 Founder Shares and 657,675 private placement units, representing 76% of total Company Securities owned by the Sponsor, for an aggregate purchase price of $1.00[42] Tax and Regulatory Matters - The effective tax rate for the three months ended December 31, 2023, was -14.52%, compared to -5.29% for the same period in 2022, primarily due to valuation allowances on net operating losses[76] - The Company is subject to a new U.S. federal 1% excise tax on certain stock repurchases, effective after December 31, 2022, which may impact cash available for a Business Combination[52][53] Promissory Notes and Loans - The Company issued a $1,300,000 promissory note to fund the issuance of 100,000 new units and 847,675 shares of common stock upon closing a business combination[44] - The Company issued an unsecured promissory note allowing borrowing of up to $500,000 in four installments, with the first installment due by February 28, 2023[109] - The Company issued an unsecured promissory note (Promissory Note B) for up to $530,000 to JC Unify Capital, which is convertible into units at $10.00 per unit[187] - The Company also issued another unsecured promissory note (Promissory Note C) for up to $470,000 under similar terms as Promissory Note B[189] Shareholder Matters - Public stockholders holding 21,026,882 shares redeemed their shares at approximately $10.03 per share, while 63,395 shares were redeemed at approximately $10.89 per share in August 2023[45] - The Company recorded a $6,906 excise tax liability as of December 31, 2023, due to redemptions by public stockholders[54] Operational Considerations - As of December 31, 2023, the Company had not commenced any operations and generated non-operating income from interest and dividend income[21] - The Company is evaluating the impact of persistent inflation, rising interest rates, and geopolitical events on its financial position and operations[51] - The Company has incurred significant professional costs and transaction costs in pursuit of a Business Combination, which may require additional financing[49] Miscellaneous - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[56] - The Company held an annual general meeting on February 13, 2024, where new directors were appointed for various terms[164]