International Media Acquisition Corp
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2024 · Filed Feb 14, 2025
IMAQ$10.350.0%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001213900-24-097561
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2024-12-31; filed 2025-02-14.
0001213900-25-014333
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 98 current paragraphs.
87 unchanged; 8 reworded; 3 added; 12 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
On December 30, 2024, and on January 24, 2025, the Company made a monthly deposit of $2,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from January 2, 2025 to March 2, 2025.
Current report
December 2024 Annual General Meeting
Current report
On December 30, 2024, IMAQ held an annual general meeting of stockholders (the “December 2024 Annual General Meeting”). As approved by its stockholders at the December 2024 Annual General Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “December 2024 Charter Amendment”) which became effective upon filing. The December 2024 Charter Amendment extended the deadline by which IMAQ has to consummate an initial business combination for twenty-four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (the “Second Amended Combination Period”) provided that, in connection with each one-month extension, a deposit of $2,000 is made into the Trust Account (the “Trust Amendment”) established in connection with the Company’s initial public offering. Stockholders also approved the proposal to allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “Target Amendment Proposal”), and to elect one Class I director to the Company’s board of directors until the expiration of his or her term or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death (the “Director Proposal”). The term of the Class I directors will end at our annual meeting held in 2028.
Removed paragraphs (12)
Previous report
Delisting notice from the Nasdaq
Previous report
On July 30, 2024, the Company received a notice (“Delisting Notice”) from the Listing Qualifications Staff of Nasdaq, which stated that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by August 6, 2024 for additional time to complete a business combination, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on August 8, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.
Previous report
On August 8, 2024, trading in the Company’s securities was suspended on Nasdaq. The securities are now quoted on OTC markets under the same symbols.
Previous report
Departure of Director or Certain Officers
Previous report
On June 20, 2024, the Company received the resignation of Mr. Chih Young Hung as Director of the Company. Mr. Hung’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Hung was the Chair of the Company’s Compensation Committee and Audit Committee.
Previous report
The Board appointed Mr. Hsu-Kao Cheng as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Chih Young Hung with effect from August 6, 2024 until the Company’s annual meeting to be held in 2027. The Board has determined that Mr. Cheng is an “independent director” as that term is defined under the Listing Rules of Nasdaq. Mr. Cheng shall serve as the Chairman of the Audit Committee and the Compensation Committee of the Board.
Previous report
On July 2, 2024, the Company received the resignation of Mr. Daung-Yen Lu as Director of the Company. Mr. Lu’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Lu was a member of the Company’s Compensation Committee and Audit Committee.
Previous report
The Board of the Company appointed Mr. Tao-Chou Chang as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Daung-Yen Lu with effect from August 6, 2024 until the Company’s annual meeting to be held in 2027. The Board has determined that Mr. Chang is an “independent director” as that term is defined under the Listing Rules of Nasdaq. Mr. Chang shall serve as a member of the Company’s Audit Committee and the Compensation Committee of the Board.
Previous report
On July 2, 2024, the Company received the resignation of Mr. Yu-Ping Tsai as Director of the Company. Mr. Tsai’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Tsai was a member of the Company’s Compensation Committee and Audit Committee.
Previous report
The Board of the Company appointed Mr. Ming-Hsien Hsu as Class II director of the Board, to fill in the vacancy created by the resignation of Mr. Yu-Ping Tsai with effect from August 6, 2024 until the Company’s annual meeting to be held in 2026. The Board has determined that Mr. Hsu is an “independent director” as that term is defined under the Listing Rules of Nasdaq. Mr. Hsu shall serve as a member of the Company’s Audit Committee and the Compensation Committee of the Board.
Previous report
On July 4, 2024, the Company received the resignation of Mr. Claudius Tsang as Director of the Company. Mr. Tsang’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
Previous report
On August 6, 2024, the Company received the resignation of Mr. Yao Chin Chen as Director of the Company. Mr. Chen’s resignation was not the result of any disagreement with the Company. Effective upon Mr. Chen’s resignation as a Director, the size of the Company’s Board reduced to four Directors.
Reworded paragraphs (8)
Previous wording
For the three months ended September 30, 2024, we had net loss of $170,303, which consisted of operating costs of $202,957, income tax provision of $27,805 and an increase in warrant liability of $88,455, offset by interest income on investments held in the trust account of $148,914. For the three months ended September 30, 2023, we had had net loss of $394,256, which consisted of operating costs of $604,743, income tax provision of $63,371 and an increase in warrant liability of $1,992, offset by interest income on investments held in the trust account of $275,850.
Current wording
For the three months ended December 31, 2024, we had a net loss of $160,073, which consisted of operating costs of $197,668, income tax provision of $39,540 and an increase in warrant liability of $54,987, offset by interest income on investments held in the trust account of $132,122. For the three months ended December 31, 2023, we had a net loss of $476,928, which consisted of operating costs of $731,550, income tax provision of $19,340 and an increase in warrant liability of $12,750, offset by interest income on investments held in the trust account of $286,712.
Previous wording
For the six months ended September 30, 2024, we had net loss of $ $325,170, which consisted of operating costs of $473,847, income tax provision of $55,491 and an increase in warrant liability of $93,237, offset by interest income on investments held in the trust account of $297,405. For the six months ended September 30, 2023, we had net loss of $ $71,640, which consisted of operating costs of $685,981, income tax provision of $119,474 and a decrease in warrant liability of $7,969, offset by interest income on investments held in the trust account of $525,846.
Current wording
For the nine months ended December 31, 2024, we had a net loss of $485,243, which consisted of operating costs of $671,515, income tax provision of $95,031 and an increase in warrant liability of $148,224, offset by interest income on investments held in the trust account of $429,527. For the nine months ended December 31, 2023, we had a net loss of $548,568, which consisted of operating costs of $1,417,531, income tax provision of $138,814 and an increase in warrant liability of $4,781, offset by interest income on investments held in the trust account of $812,558.
Previous wording
As of September 30, 2024, the Company had cash of $0 and a working capital deficit of $7,017,758. Accumulated deficit balances were $14,600,217 and $13,993,133 as of September 30, 2024 and March 31, 2024, respectively. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with applicable securities laws, the Company may issue additional securities or incur debt in connection with such Business Combination.
Current wording
As of December 31, 2024, the Company had cash of $0 and a working capital deficit of $15,328,537. Accumulated deficit balances were $14,936,774 and $13,993,133 as of December 31, 2024 and March 31, 2024, respectively. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with applicable securities laws, the Company may issue additional securities or incur debt in connection with such Business Combination.
Previous wording
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,*“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”*management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Amended Combination Period (January 2, 2025), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Amended Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Current wording
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,*“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”*management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Second Amended Combination Period (January 2, 2027), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Second Amended Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
As of September 30, 2024 and March 31, 2024, total loans outstanding were $1,741,927 and $1,062,232, respectively.
Current wording
As of December 31, 2024 and March 31, 2024, total loans outstanding were $1,921,768 and $1,062,232, respectively.
Previous wording
On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any service fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.
Current wording
On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any deferred underwriting fee owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.
Previous wording
On November 14, 2023, the Company entered into an agreement with Loeb & Loeb LLP (“Loeb”), whereby Loeb agreed to accept a reduced amount of $300,000, of which $150,000 shall be deferred until the closing of the business combination in full and final satisfaction of all obligations owed to Loeb by the Company. On May 9, 2024, the Company repaid $150,000. As of September 30, 2024 and March 31, 2024, a total amount of $207,608 and $329,503 (including $57,608 other legal fees) was outstanding and accrued, respectively.
Current wording
On November 14, 2023, the Company entered into an agreement with Loeb & Loeb LLP (“Loeb”), whereby Loeb agreed to accept a reduced amount of $300,000, of which $150,000 shall be deferred until the closing of the business combination in full and final satisfaction of all obligations owed to Loeb by the Company. On May 9, 2024, the Company repaid $150,000. As of December 31, 2024 and March 31, 2024, a total amount of $232,978 (including $53,475 in other legal fees) and $329,503 was outstanding and accrued, respectively.
Previous wording
On September 8, 2023, the Company entered into a subscription agreement (“Polar Subscription Agreement”) with Polar, whereby Polar agreed to fund up to $128,000 (the “Investor Capital Contribution”) to the Sponsor which in turn be loaned by the Sponsor to the SPAC, to cover working capital expenses. In consideration for the Investor Capital Contribution, the Company shall issue to Polar one share of Class A Ordinary Shares for each dollar of the Investor’s Capital Contribution (128,000 shares of common stock) at the closing of the Business Combination.
Current wording
On September 8, 2023, the Company entered into a subscription agreement (“Polar Subscription Agreement”) with Polar, whereby Polar agreed to fund up to $128,000 (the “Investor Capital Contribution”) to the Sponsor which in turn be loaned by the Sponsor to the SPAC, to cover working capital expenses. In consideration for the Investor Capital Contribution, the Company shall issue to Polar one share of Common Stock for each dollar of the Investor’s Capital Contribution (128,000 shares of common stock) at the closing of the Business Combination.