International Media Acquisition Corp.
For the period ended Mar 31, 2026. Filed Jun 25, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Jun 25, 2026
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-K
Period ended 2025-03-31; filed 2025-07-15.
0001213900-25-064247
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2026-03-31; filed 2026-06-25.
0001213900-26-072115
Item 7. 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 142 previous paragraphs and 200 current paragraphs.
106 unchanged; 27 reworded; 60 added; 7 removed; 2 previous and 7 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 (60)
Current report
On April 3, 2025, the Company entered into a merger agreement (the “Original Merger Agreement”) with VCI Holdings Limited, a British Virgin Islands business company (the “VCI”) and Vietnam Biofuels Development Joint Stock Company, a Vietnamese company (“VNB”).
Current report
On April 30, 2026, parties to the Original Merger Agreement entered into an amended and restated merger agreement (as amended from time to time, the “Merger Agreement”) by and among (i) Ethanol Quang Nam Production Company Limited (“EQN”, together with VCI and their respective subsidiaries, the “Company Group”), (ii) Valix Limited, a British Virgin Islands business company (the “Purchaser”), and (iii) Newbio Merger Limited, a British Virgin Islands business company (“Merger Sub”), to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination, whereby (a) on the Share Purchase Closing Date (as defined in the Merger Agreement), the Company Group shall cause the shareholder of VCI (the “VCI Shareholders”) to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the VCI Shareholders all of the issued and outstanding shares and other equity interests in or of VCI (such share purchase, the “Share Purchase”) in exchange for 98,000,000 Class A ordinary shares of the Purchaser (“Purchaser Class A Ordinary Shares”) and 2,000,000 Class B ordinary shares of the Purchaser (“Purchaser Class B Ordinary Shares”); (b) after the Share Purchase Closing Date (as defined in the Merger Agreement), Merger Sub will merge with and into the Company with the Company being the surviving entity (the “Reincorporation Merger Surviving Corporation”) and becoming a wholly owned subsidiary of the Purchaser (the “Reincorporation Merger”), and (c) following the Reincorporation Merger, the Reincorporation Merger Surviving Corporation shall convert to a business company with limited liability of the British Virgin Islands (the “Redomestication”). The Merger Agreement and the transactions contemplated therein were unanimously approved by the boards of directors of the Company. In addition to the foregoing, on the date on which the Closing (as defined below) occurs, the Purchaser shall issue and deliver (i) the Additional Closing Shares, (ii) the Debt Shares and (iii) the Commitment Shares; each as described in the Merger Agreement.
Current report
Following the closing of the Reincorporation Merger (the “Closing”), certain shareholders (the “Earnout Shareholders”) shall have the right to receive up to an aggregate of 27,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, dividends, and similar events), which shall vest as follows: (i) 10,000,000 Purchaser Class A Ordinary Shares if the volume-weighted average price of the Class A Ordinary Shares equals or exceeds $15.00 over any 20 trading days within any 30 trading day period during the five years following the Closing; (ii) 15,000,000 Purchaser Class A Ordinary Shares if the consolidated revenue and other income equals or exceeds $500,000,000 for any four consecutive fiscal quarters during the five years commencing from the first day of the fiscal quarter following the Closing; and (iii) 2,000,000 Purchaser Class A Ordinary Shares if the Purchaser declares a dividend of at least $20,000,000 in cash or equivalent value in treasury shares within three years following the Closing.
Current report
The Share Purchase, the Reincorporation Merger, the Redomestication, and other transactions contemplated by the Merger Agreement (the “VCI Business Combination”) are expected to be consummated after obtaining the required approval by the shareholders of the Company and VCI and the satisfaction of certain other customary closing conditions.
Current report
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.
Current report
The foregoing description of the Original Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Original Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.
Current report
Voting and Support Agreements
Current report
Concurrently with the execution of the Original Merger Agreement, IMAQ, VCI, VNB and a shareholder of VCI (the “Supporting Shareholder”) entered into a voting and support agreement (the “Support Agreement”) pursuant to which such Supporting Shareholder has agreed, among other things, to vote in favor of the share purchase, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by the Company and the Purchaser or VCI for consummation of the share purchase and the other transactions contemplated by the Original Merger Agreement.
Current report
In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of VCI owned of record and beneficially by such Supporting Shareholders or over which such Supporting Shareholders have voting power, prior to the earlier to occur of (a) the closing of the share purchase, (b) the termination of the Merger Agreement, and (c) written agreement of the applicable Support Agreement and the Company and the Purchaser.
Current report
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.
Current report
Agreement Regarding Representations and Warranties
Current report
Concurrently with the execution of the Original Merger Agreement, IMAQ and certain principal shareholders of VNB (the “Principal Shareholders”) and VCI entered into an agreement (the “RW Agreement”) pursuant to which each of the Principal Shareholders represents and warrants to the Company and the Purchaser that the representations and warranties contained in Article IV (Representations and Warranties of the Company Group) of the Original Merger Agreement was true, correct and complete as of the date of the RW Agreement and as of the Closing Date.
Current report
The foregoing description of the RW Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the RW Agreement, a copy of which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.
Current report
VCI Loan Agreement
Current report
On April 20, 2025, the Company entered into a non-interest bearing unsecured loan (the “VCI Loan Agreement”) to provide a maximum aggregate amount of $499,900 (the “VCI Loan”) to VCI and VNB (collectively referred to as the “Borrower”) to be used by the Borrower exclusively for the expenses directly arising out of the VCI Business Combination (the “Transaction”) or as otherwise agreed upon by the Company. As of March 31,2026, the Company provided $499,900 loan to VCI in pursuant to this agreement.
Current report
The VCI Loan bears no interest and the Borrower shall repay the principal amount of the VCI Loan within thirty (30) days of the earlier of: (i) the termination of the Merger Agreement, except where such termination shall have resulted from material breach by the Company of the Merger Agreement, then the VCI Loan shall be waived, (ii) the date on which the parties determine that the parties will not be able to consummate the Transaction. VCI and VNB will be jointly and severally liable for the repayment of the principal amount of the VCI Loan. Upon a successful consummation of the Transaction, the VCI Loan repayment may be waived at the option of the Borrower.
Current report
The foregoing description of the VCI Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the VCI Loan Agreement, a copy of which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.
Current report
Equity Line of Credit Agreement
Current report
On April 20, 2025, the Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with White Lion Capital LLC, a Nevada limited liability company (“Investor”). Under the terms of the Equity Line Agreement, the Company has the right, but not the obligation, to require the Investor to purchase shares of the Company’s common stock up to $300,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, with an option for the Company to increase this amount to $500,000,000 (the “Commitment Amount”), subject to certain limitations and conditions set forth in the Equity Line Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms by the Equity Line Agreement.
Current report
In connection with the consummation of the transactions contemplated by a business combination agreement (the “BCA Closing”), the Company will assign the Equity Line Agreement to the Purchaser and the Purchaser shall be deemed to be the Company as if it were the original signatory to the Equity Line Agreement.
Current report
Pursuant to terms of the Equity Line Agreement, the Company is required to use its commercially reasonable efforts to file with the SEC a registration statement covering the shares to be acquired by the Investor within thirty (30) days following the BCA Closing.
Current report
The Company’s right to drawdown from the Equity Line will commence on the first trading day following the Closing and ending on the earlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares (as defined in Equity Line Agreement) pursuant to the Equity Line Agreement equal to the Commitment Amount or (ii) 36 months following the first trading day upon the Closing with an option to increase to 60 months at the Company’s sole discretion following $100,000,000 in gross investment by the Investor (the “Commitment Period”), in each case subject to the terms and conditions set forth in the Equity Line Agreement, as described in more detail below.
Current report
During the Commitment Period, subject to the terms and conditions of the Equity Line Agreement, including that there be an effective registration statement relating to the transactions contemplated by the Equity Line Agreement, the Company may deliver written purchase notices (each a “Regular Purchase Notice”) to the Investor when the Company exercises its right to sell shares (the delivery date of any such notice, the “Regular Purchase Notice Date”). the Investor’s purchase price will be the lower of (i) the closing price of the Company’s common Stock prior to the receipt of the applicable Regular Purchase Notice or (ii) the product of (a) the lowest daily volume-weighted average price of the Company’s common stock during the two (2) consecutive business days commencing on and including the Regular Purchase Notice Date and (b) ninety-eight percent (98%). Investor’s committed obligation under each Regular Purchase Notice shall not exceed $5,000,000 and the number of share sold pursuant to the Regular Purchase Notice may not exceed the lesser of (i) 40% of the previous 5-days’ Average Daily Trading Volume immediately preceding receipt of the Regular Purchase Notice or (ii) $5,000,000 divided by the highest closing price of the Company’s common stock over the most recent five (5) Business Days immediately preceding the receipt of the Regular Purchase Notice (the “Regular Purchase Limit”). Notwithstanding the foregoing, Investor may waive the Regular Purchase Limit at any time to allow the Investor to purchase additional shares under a Regular Purchase Notice.
Current report
In addition, during the Commitment Period, subject to the terms and conditions of the Equity Line Agreement, including that there be an effective registration statement relating to the transactions contemplated by the Equity Line Agreement, the Company may deliver a written rapid purchase notice (the “Rapid Purchase Notice”) to the Investor when the Company exercises its right to sell shares (the delivery date of such notice, the “Rapid Purchase Notice Date”). The Investor’s rapid purchase price will be 98% of the lowest traded price of the Company’s common stock 1 hour following the confirmation of the receipt of the Rapid Purchase Notice by the Investor.
Current report
The Investor’s committed obligation under the Rapid Purchase Notice shall not exceed $5,000,000, and the number of shares sold pursuant to the Rapid Purchase Notice may not exceed $5,000,000 divided by the highest closing price of the Company’s common stock over the most recent five Business Days immediately preceding receipt of the subject Purchase Notice. Notwithstanding the foregoing, Investor may waive the Rapid Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Rapid Purchase Notice.
Current report
The Company is not entitled to draw on the Equity Line Agreement unless each of the following additional conditions is satisfied: (i) a registration statement is and remains effective for the resale of securities in connection with the Equity Line Agreement; (ii) each of the Company’ representations and warranties set forth in the Equity Line Agreement is true and correct (subject to qualifications as to materiality set forth therein) as of such time; (iii) the Company shall have complied with its obligations in all material respects; (iv) no statute, rule, regulation, executive order, decree, ruling, or injunction shall have been enacted, entered, promulgated, or adopted by any court or governmental authority that prohibits or directly and materially adversely affects any of the transactions contemplated by the Equity Line Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Equity Line Agreement; (v) since the date of filing of the Company’s most recent annual report or quarterly report filed pursuant to the Exchange Act, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (vi) the trading of the Company’s common stock shall not have been suspended by the SEC or the Principal Market, or otherwise halted for any reason; (vii) the number of Purchase Notice Shares purchased by Investor is limited to the beneficial ownership limitation, which is 4.99% of outstanding shares, or up to 9.99% with 61 days’ notice; (viii) the Company shall be free from any “stock promotion” flag; (ix) the Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness of the registration statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections 5(b) or 10 of the Securities Act; (x) the issuance of the Purchase Notice Shares shall not violate the shareholder approval requirements of the Principal Market; (xi) the Company’s common Stock must be DWAC Eligible and not subject to a “DTC chill”; (xii) all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Exchange Act of 1934 shall have been filed with the SEC within the applicable time periods prescribed for such filings; (xiii) the Exchange Cap has not been reached; (xiv) the irrevocable transfer agent instructions shall have been delivered by the Company to, and acknowledged in writing by, the transfer agent of the Company; and (xv) certain other conditions as set forth in the Equity Line Agreement.
Current report
In consideration of the Investor’s execution and delivery of the Equity Line Agreement, the Company shall cause the Transfer Agent to issue common stock equal to $1,000,000 divided by the closing price of the Company’s Common stock on the earlier of (i) the Business Day prior to the effectiveness of the Registration Statement and (ii) the Business Day prior to the date that the Investor delivers a written request to the Company for the Commitment Shares (provided that such request cannot be within 180 days following the Closing). For the avoidance of doubt, all of the Commitment Shares shall only be fully earned upon a successful Closing with VCI and the issuance of the Commitment Shares is contingent upon the Closing with VCI.
Current report
The foregoing description of the Equity Line Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Equity Line Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.
Current report
Lock-Up Agreements
Current report
Joinder Agreement
Current report
On April 3, 2025, the Company entered into a merger agreement (the “Original Merger Agreement”) with VCI Holdings Limited, a British Virgin Islands business company (the “VCI”) and Vietnam Biofuels Development Joint Stock Company, a Vietnamese company (“VNB”).
Current report
On April 30, 2026, parties to the Original Merger Agreement entered into the Merger Agreement by and among (i)EQN (ii) the Purchaser, and (iii) Merger Sub, to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination, whereby (a) on the Share Purchase Closing Date (as defined in the Merger Agreement), the Company Group shall cause the VCI Shareholders to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the VCI Shareholders all of the issued and outstanding shares and other equity interests in or of VCI (such share purchase, the “Share Purchase”) in exchange for 98,000,000 Purchaser Class A Ordinary Shares and 2,000,000 Purchaser Class B Ordinary Shares; (b) after the Share Purchase Closing Date (as defined in the Merger Agreement), Merger Sub will merge with and into the Company with the Company being the surviving entity (the “Reincorporation Merger Surviving Corporation”) and becoming a wholly owned subsidiary of the Purchaser (the “Reincorporation Merger”), and (c) following the Reincorporation Merger, the Reincorporation Merger Surviving Corporation shall convert to a business company with limited liability of the British Virgin Islands (the “Redomestication”). The Merger Agreement and the transactions contemplated therein were unanimously approved by the board of directors of the Company. In addition to the foregoing, on the date on which the Closing occurs, the Purchaser shall issue and deliver (i) the Additional Closing Shares, (ii) the Debt Shares and (iii) the Commitment Shares; each as described in the Merger Agreement.
Current report
Following the Closing, Earnout Shareholders shall have the right to receive up to an aggregate of 27,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, dividends, and similar events), which shall vest as follows: (i) 10,000,000 Purchaser Class A Ordinary Shares if the volume-weighted average price of the Class A Ordinary Shares equals or exceeds $15.00 over any 20 trading days within any 30 trading day period during the five years following the Closing; (ii) 15,000,000 Purchaser Class A Ordinary Shares if the consolidated revenue and other income equals or exceeds $500,000,000 for any four consecutive fiscal quarters during the five years commencing from the first day of the fiscal quarter following the Closing; and (iii) 2,000,000 Purchaser Class A Ordinary Shares if the Purchaser declares a dividend of at least $20,000,000 in cash or equivalent value in treasury shares within three years following the Closing.
Current report
The VCI Business Combination are expected to be consummated after obtaining the required approval by the shareholders of the Company and VCI and the satisfaction of certain other customary closing conditions.
Current report
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.
Current report
The foregoing description of the Original Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Original Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.
Current report
Voting and Support Agreements
Current report
Concurrently with the execution of the Original Merger Agreement, IMAQ, VCI, VNB and a shareholder of VCI (the “Supporting Shareholder”) entered into a voting and support agreement (the “Support Agreement”) pursuant to which such Supporting Shareholder has agreed, among other things, to vote in favor of the share purchase, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by the Company and the Purchaser or VCI for consummation of the share purchase and the other transactions contemplated by the Merger Agreement.
Current report
In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of VCI owned of record and beneficially by such Supporting Shareholders or over which such Supporting Shareholders have voting power, prior to the earlier to occur of (a) the closing of the share purchase, (b) the termination of the Merger Agreement, and (c) written agreement of the applicable Support Agreement and the Company and the Purchaser.
Current report
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.
Showing the first 40 of 60 passages. Open the source sections for the rest.
Removed paragraphs (7)
Previous report
Delisting from the Nasdaq
Previous report
On July 9, 2024, the Company received a notice (“Late 10-K Notice”) from the Listing Qualifications Staff of Nasdaq, which states that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not filed its Annual Report on Form 10-K for the period ended March 31, 2024 with the Securities Exchange Commission. Under Nasdaq rules, the Company has 60 calendar days from the date of the notice to submit a plan to regain compliance and if Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the filing’s due date to regain compliance.
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 Over-the-Counter (OTC) markets under the same symbols.
Previous report
Annual Meeting
Previous report
On December 30, 2024, the Company held its December 2024 Annual Meeting. As approved by its stockholders at the Annual Meeting, the Company filed a certificate of the December 2024 Charter Amendment to its amended and restated certificate of incorporation 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 provided that, in connection with each one-month extension, a deposit of $2,000 is made into the Trust Account established in connection with the Company’s initial public offering. Stockholders approved the Target Amendment 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). Stockholders also approved the Director Proposal 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 term of the Class I directors will end at our annual meeting held in 2028.
Previous report
On April 3, 2025, the Company entered into a Merger Agreement with Target Group, pursuant to which (a) IMAQ will form Purchaser, (b) IMAQ will be merged with and into Purchaser, with Purchaser be the surviving entity, (c) following the Redomestication Merger, the Redomestication Merger Surviving Corporation will purchase 100% of the issued and outstanding shares of the VCI Target Company and (d) following the completion of the share purchase, the VCI Target Company shall become a direct wholly owned subsidiary of the Redomestication Merger Surviving Corporation. Following the VCI Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid is an aggregate of $1,000,000,000 divided by $10.00, consisting of 90,000,000 Redomestication Merger Surviving Corporation Class A Ordinary Shares and 10,000,000 Redomestication Merger Surviving Corporation Class B Ordinary Shares.
Reworded paragraphs (27)
Previous wording
This Annual Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Annual Report on Form 10-K. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Annual Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Annual Report on Form 10-K. The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
On March 28, 2025, the Company issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible into the Promissory Note D Conversion Securities, with no fractional Promissory Note D Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest. The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.
Current wording
On March 28, 2025, the Company issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth of one share of Common Stock of the Company (together, the “Promissory Note D Conversion Securities”), with no fractional Promissory Note D Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest. The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.
Previous wording
On April 5, 2024, April 29, 2024, May 28, 2024, June 25, 2024 and August 5, 2024, September 4, 2024, September 27, 2024, October 28, 2024 and November 27, 2024, the Company made monthly deposits of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from January 2, 2024 to January 2, 2025.
Current wording
On each of January 2, 2024, February 1, 2024, March 6, 2024, April 5, 2024, April 29, 2024, May 28, 2024, June 25, 2024, August 5, 2024, September 4, 2024, September 27, 2024, October 28, 2024 and November 27, 2024, the Company made a deposit of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from January 2, 2024 to January 2, 2025.
Previous wording
On March 11, 2025, in connection with the closing of the Securities Purchase Agreement, the Company entered into the Lock-up Agreements with the Prior Sponsor and Ontogeny, respectively, pursuant to which the Locked-up Parties agree, subject to certain customary exceptions, not to transfer, offer, sell, contract to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ received or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any shares of common stock of IMAQ, or any securities convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case, held by, or beneficially owned by, the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month after the closing of the Business Combination.
Current wording
On March 11, 2025, in connection with the closing of the Securities Purchase Agreement, the Company entered into the Lock-up Agreements with the Prior Sponsor and Ontogeny Capital LTD (“Ontogeny”, and together with the Prior Sponsor, the “Locked-up Parties”), respectively, pursuant to which the Locked-up Parties agreed, subject to certain customary exceptions, not to transfer, offer, sell, contract to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ received or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any shares of common stock of IMAQ, or any securities convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case, held by, or beneficially owned by, the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month after the closing of the Business Combination.
Previous wording
On March 11, 2025, the Buyer entered into the Joinder Agreement with IMAQ and the Escrow Agent, pursuant to which the Buyer agreed to be deemed a party to the Stock Escrow Agreement, to be bound by, and to comply with the Stock Escrow Agreement as an Initial Stockholder in the same manner as if it was an original signatory to the Stock Escrow Agreement.
Current wording
On March 11, 2025, the Buyer entered into the Joinder Agreement (the “Joinder Agreement”) with IMAQ and the Escrow Agent, pursuant to which the Buyer agreed to be deemed a party to the Stock Escrow Agreement, to be bound by, and to comply with the Stock Escrow Agreement as an Initial Stockholder in the same manner as if it was an original signatory to the Stock Escrow Agreement.
Previous wording
The foregoing description of the Termination of Indemnity Agreements do not purport to be complete and are qualified in its entirety by the terms and conditions of the Termination of Indemnity Agreements dated March 11, 2025, copies of which are filed as Exhibit 10.8, and Exhibit 10.9, respectively, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.
Current wording
The foregoing description of the Termination of Indemnity Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination of Indemnity Agreements dated March 11, 2025, copies of which are filed as Exhibit 10.8, and Exhibit 10.9, respectively, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.
Previous wording
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from January 15, 2021 (inception), through March 31, 2025, were organizational activities, after IPO related to identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Current wording
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from January 15, 2021 (inception), through March 31, 2026, were organizational activities, those necessary to prepare for the IPO, and, after IPO, related to identifying a target company and executing a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Previous wording
For the year ended March 31, 2024, we had a net loss of $814,487, which reflects the combined effects of interest income on investments held in the trust account of $990,896 and change in warrant liability of $(7,172), offset by operating costs of $1,579,922 (net of $314,686 liabilities written back), and income tax provision of $218,289.
Current wording
For the year ended March 31, 2026, we had a net loss of $344,794 which reflects the combined effects of interest income on investments held in the trust account of $126,434 and change in warrant liability of $7,093, offset by operating costs of $460,999 and income tax provision of $17,322.
Previous wording
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 714,400 Private Units, at a price of $10.00 per Private Unit ($7,144,000 in the aggregate). Each Private Unit consists of one share of common stock (“Private Share”), one right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the holder to receive one-twentieth of one share of common stock at the closing of our initial business combination. Each Private Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share.
Current wording
Simultaneously with the closing of the Initial Public Offering, the Prior Sponsor purchased an aggregate of 714,400 Private Units, at a price of $10.00 per Private Unit ($7,144,000 in the aggregate). Each Private Unit consists of one share of common stock (“Private Share”), one right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the holder to receive one-twentieth of one share of common stock at the closing of our initial business combination. Each Private Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share.
Previous wording
The proceeds from the Private Units was added to the proceeds from the Initial Public Offering to be held in the trust account. If we do not complete our initial business combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will be worthless. There will be no redemption rights or liquidating distributions from the trust account with respect to the rights and warrants included in the Private Units.
Current wording
The proceeds from the Private Units were added to the proceeds from the Initial Public Offering to be held in the trust account. If we do not complete our initial business combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will be worthless. There will be no redemption rights or liquidating distributions from the trust account with respect to the rights and warrants included in the Private Units.
Previous wording
As of March 31, 2025, the Company had cash of $241,548 and a working capital deficit of $6,796,725. 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 March 31, 2026, the Company had no cash and a working capital deficit of $7,219,045. 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 Combination Period, 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 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 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 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.
Previous wording
The Company entered into the Stock Escrow Agreement on July 28, 2021, with Continental Stock Transfer & Trust Company as the Escrow Agent, and the Initial Stockholders (as defined in the Stock Escrow Agreement) of the Company.
Current wording
In connection with its IPO, the Company entered into a Stock Escrow Agreement on July 28, 2021 (the “Stock Escrow Agreement”), with Continental Stock Transfer & Trust Company (the “Escrow Agent”) and the Initial Stockholders (as defined in the Stock Escrow Agreement) of the Company.
Previous wording
The foregoing description of the Amendments to the JC Unify Prior Notes does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendments to the JC Unify Prior Notes, copies of which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, to the Current Report on Form 8-K filed on July 1, 2024, and incorporated by reference herein.
Current wording
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 5, 2026, and incorporated by reference herein.
Previous wording
On February 14, 2023, the Company issued the February 2023 Promissory Note an unsecured promissory note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate amount of up to $500,000 in four installments of (i) up to $150,000 no later than February 28, 2023, (ii) up to $200,000 no later than March 31, 2023, (iii) up to $50,000 no later than April 30, 2023, and (iv) up to $100,000 no later than July 31, 2023, upon the request by the Company at the Company’s discretion. The February 2023 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.
Current wording
On February 14, 2023, the Company issued the February 2023 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate amount of up to $500,000 in four installments of (i) up to $150,000 no later than February 28, 2023, (ii) up to $200,000 no later than March 31, 2023, (iii) up to $50,000 no later than April 30, 2023, and (iv) up to $100,000 no later than July 31, 2023, upon the request by the Company at the Company’s discretion. The February 2023 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.
Previous wording
As of March 31, 2025 and 2024, $2,445,000 were outstanding under all the promissory notes issued to the Prior Sponsor.** **
Current wording
As of March 31, 2026 and 2025, $2,445,000 and 2,445,000 were outstanding under all the promissory notes issued to the Prior Sponsor.
Previous wording
As of March 31, 2025 and 2024, $2,659,713 and $ 1,062,232 were outstanding, respectively, under all the promissory notes issued to JC Unify.
Current wording
As of March 31, 2026 and 2025, $2,900,000 and $2,659,713 were outstanding, respectively, under all the promissory notes issued to JC Unify.
Previous wording
On January 24, 2023, the Company entered into a Loan and Transfer Agreement (“Polar Loan Agreement”), by and among the Company, the Prior Sponsor, and Polar Asset Management Partners (“Polar”), pursuant to which the Prior Sponsor is permitted to borrow $385,541 (the “Polar Initial Loan”) and $128,513 per month, at the Company’s discretion (each a “Polar Monthly Loan” and collectively with the Polar Initial Loan, the “Polar Loan”) which will in turn be loaned by the Prior Sponsor to the Company, to cover certain extension payments to the trust account of the Company. Pursuant to the Polar Loan Agreement, the Polar Loan shall be payable within five (5) days of the date on which Company consummates its de-SPAC transaction.
Current wording
On January 24, 2023, the Company entered into a Loan and Transfer Agreement (“Polar Loan Agreement”), by and among the Company, the Prior Sponsor, and NPIC Limited (“NPIC”), pursuant to which the Prior Sponsor is permitted to borrow $385,541 (the “Polar Initial Loan”) and $128,513 per month, at the Company’s discretion (each a “Polar Monthly Loan” and collectively with the Polar Initial Loan, the “Polar Loan”) which will in turn be loaned by the Prior Sponsor to the Company, to cover certain extension payments to the trust account of the Company. Pursuant to the Polar Loan Agreement, the Polar Loan shall be payable within five (5) days of the date on which Company consummates its de-SPAC transaction.
Previous wording
As additional consideration for Polar making the Initial Loan available to the Prior Sponsor, the Company shall issue 500,000 shares of Common Stock to Polar (the “Initial Securities”), and as additional consideration for the Lender making each Polar Monthly Loan available to the Prior Sponsor, the Company shall issue 166,700 shares of Common Stock to Polar for each Monthly Loan. Such securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the de-SPAC Closing in connection with the de-SPAC Closing, or if no such registration statement is filed in connection with the de-SPAC Closing, the first registration statement filed subsequent to the de-SPAC Closing, which will be filed no later than 45 days after the de-SPAC Closing and declared effective no later than 90 days after the de-SPAC Closing.
Current wording
As additional consideration for NPIC making the Polar Initial Loan available to the Prior Sponsor, the Company shall issue 500,000 shares of Common Stock to NPIC (the “Initial Securities”), and as additional consideration for NPIC making each Polar Monthly Loan available to the Prior Sponsor, the Company shall issue 166,700 shares of Common Stock to NPIC for each Monthly Loan. Such securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the de-SPAC Closing in connection with the de-SPAC Closing, or if no such registration statement is filed in connection with the de-SPAC Closing, the first registration statement filed subsequent to the de-SPAC Closing, which will be filed no later than 45 days after the de-SPAC Closing and declared effective no later than 90 days after the de-SPAC Closing.
Previous wording
On June 28, 2022, the Company entered into a letter of engagement with Baker Tilly DHC Business Private Limited (“Baker”), pursuant to which we engaged Baker to provide Purchase Price Allocation (“PPA”) study in accordance with the extant provision of US GAAP ASC 805. In consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated fee of $24,000. The engagement ended in 2022.
Current wording
On June 28, 2022, the Company entered into a letter of engagement with Baker Tilly DHC Business Private Limited (“Baker”), pursuant to which we engaged Baker to provide Purchase Price Allocation (“PPA”) study in accordance with the extant provision of U.S. GAAP ASC 805. In consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated fee of $24,000. The engagement ended in 2022.
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. The Company paid $150,000 on May 9, 2024. As of March 31, 2025 and 2024, a total amount of $235,798 (including $56,295 other legal fees) and $329,503 were 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. The Company repaid $150,000 on May 9, 2024. As of March 31, 2026 and 2025, the total amounts of $273,853 and $235,798 were outstanding and accrued, respectively.
Previous wording
Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share. We have not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,847,675 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events.
Current wording
Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share. Warrants and rights issued in connection with the Initial Public Offering and private placement have been excluded from the diluted earnings per share calculation. As these warrants are not exercisable until the consummation of a Business Combination, the diluted net income or loss per share remains identical to the basic net income or loss per share.
Previous wording
We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.
Current wording
We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.
Previous wording
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.*** ***
Current wording
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance as of March 31, 2025.* *
Previous wording
On July 22, 2021, the Prior Sponsor sold 30,000 of its Founder Shares to each of its five independent directors (the “Initial Independent Directors”) (or 150,000 Founder Shares in total) for cash consideration of approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Initial Independent Directors was determined to be $787,500 as of July 22, 2021.
Current wording
On July 22, 2021, the Prior Sponsor sold 30,000 of its Founder Shares to each of its five independent directors (the “Initial Independent Directors”) (or 150,000 Founder Shares in total) for cash consideration of approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founder Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founder Shares. The value of the Founder Shares sold to the Initial Independent Directors was determined to be $787,500 as of July 22, 2021.
Previous wording
On January 24, 2023, the Company entered into the Polar Loan Agreement, by and among the Company, the Prior Sponsor, and Polar, pursuant to which the Sponsor was permitted to borrow the Polar Initial Loan and the Polar Monthly Loan (collectively with the Polar Initial Loan, the “Polar Loan”), which will in turn be loaned by the Prior Sponsor to the Company, to cover certain extension payments to the trust account of the Company. As additional consideration for Polar making the Polar Initial Loan available to Sponsor, the Company shall issue the Initial Securities to Polar, and as additional consideration for Polar making each Polar Monthly Loan available to Sponsor, the Company shall issue 166,700 shares of Common Stock to Polar for each Monthly Loan (up to 500,100 shares of common stock).
Current wording
On January 24, 2023, the Company entered into the Polar Loan Agreement, by and among the Company, the Prior Sponsor, and NPIC, pursuant to which the Prior Sponsor was permitted to borrow the Polar Initial Loan and the Polar Monthly Loan (collectively with the Polar Initial Loan, the “Polar Loan”), which will in turn be loaned by the Prior Sponsor to the Company, to cover certain extension payments to the trust account of the Company. As additional consideration for NPIC making the Polar Initial Loan available to Sponsor, the Company shall issue the Initial Securities to NPIC, and as additional consideration for NPIC making each Polar Monthly Loan available to Sponsor, the Company shall issue 166,700 shares of Common Stock to NPIC for each Monthly Loan (up to 500,100 shares of common stock).
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 Prior Sponsor which in turn be loaned by the Prior Sponsor to IMAQ, 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 Multi-Strategy Master Fund (“Polar”), whereby Polar agreed to fund up to $128,000 (the “Investor Capital Contribution”) to the Prior Sponsor which in turn be loaned by the Prior Sponsor to IMAQ, 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.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
In connection with its IPO, the Company entered into the Stock Escrow Agreement on July 28, 2021 (the “Stock Escrow Agreement”), with Continental Stock Transfer & Trust Company as the Escrow Agent (the “Escrow Agent”), and the Initial Stockholders (as defined in the Stock Escrow Agreement) of the Company.
Current report — wording carried from elsewhere
Issuance of Unsecured Promissory Note – Wei-Hua Chang
Current report — wording carried from elsewhere
The foregoing description of Promissory Note E does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note E, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.
Current report — wording carried from elsewhere
On March 11, 2025, in connection with the closing of the Securities Purchase Agreement, the Company entered into lock-up agreements with the Prior Sponsor and Ontogeny Capital LTD (“Ontogeny”, and together with the Prior Sponsor, the “Locked-up Parties”), respectively, pursuant to which the Locked-up Parties agreed, subject to certain customary exceptions, not to transfer, offer, sell, contract to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ received or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any shares of common stock of IMAQ, or any securities convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case, held by, or beneficially owned by, the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month after the closing of the Business Combination (the “Lock-Up Agreements”).
Current report — wording carried from elsewhere
On March 11, 2025, the Buyer entered into a joinder agreement (the “Joinder Agreement”) with IMAQ and the Escrow Agent, pursuant to which the Buyer agreed to be deemed a party to the Stock Escrow Agreement, to be bound by, and to comply with the Stock Escrow Agreement as an Initial Stockholder in the same manner as if it was an original signatory to the Stock Escrow Agreement.
Current report — wording carried from elsewhere
Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company
Current report — wording carried from elsewhere
On April 20, 2025, the Company issued Promissory Note E in the aggregate principal amount of up to $3,000,000 to the Promissory Note E Lender. Pursuant to the Promissory Note E, the Promissory Note E Lender agreed to loan to the Company an aggregate amount of up to $3,000,000. The Promissory Note E shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note E is convertible into Promissory Note E Conversion Securities, with no fractional Promissory Note E Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note E does not bear interest. The proceeds of Promissory Note E will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Amendments to Promissory Notes – JC Unify
Previous report — wording carried elsewhere
On June 28, 2024, the Company entered into the Amendments to the JC Unify Prior Notes. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right to convert the Prior Notes into the JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. The Amendments to the JC Unify Prior Notes also amended the events of default, so that the failure of the Company to issue JC Unify Prior Notes Conversion Securities constitutes a failure to make required payments, constituting an event of default.