International Media Acquisition Corp.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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.
Jun 30, 2026 · Filed Aug 7, 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-Q
Period ended 2025-12-31; filed 2026-02-04.
0001213900-26-012330
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001213900-26-086723
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 137 previous paragraphs and 147 current paragraphs.
89 unchanged; 44 reworded; 12 added; 3 removed; 1 previous and 2 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 (12)
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 (“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”) with (i) Ethanol Quang Nam Production Company Limited, a limited liability company incorporated under the Laws of Vietnam (“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 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 (the “Share Purchase Closing Payment 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 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 VCI Business Combination is subject to certain conditions as further described in the Merger 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”). 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 VCI Business Combination is subject to certain conditions as further described in the Merger Agreement.
Current report
Promissory Notes - Prior Sponsor
Current report
Due to JC Unify
Current report
The Company received additional funds from the Buyer to finance working capital. As of June 30, 2026 and March 31, 2026, the amount due to JC Unify was $78,766 and $0, respectively.
Removed paragraphs (3)
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.
Previous report
Promissory Notes to Prior Sponsor
Previous report
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.
Reworded paragraphs (44)
Previous wording
On July 25, 2025, August 25, 2025, September 25, 2025, October 24, 2025, November 26, 2025, December 29, 2025 and January 28, 2026 the Company made monthly deposits of $2,000 to the Trust Account to extend the period of time the Company has to consummate an initial business combination from August 2, 2025 to March 2, 2026.
Current wording
On each of July 25, 2025, August 25, 2025, September 25, 2025, October 24, 2025, November 26, 2025, December 29, 2025, January 28, 2026, February 25, 2026, March 27, 2026, April 27, 2026, May 29, 2026, June 26, 2026, and July 24, 2026 the Company made a deposit of $2,000 to the Trust Account to extend the period of time the Company has to consummate an initial business combination from August 2, 2025 to September 2, 2026.
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 December 31, 2025, 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.
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 June 30, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, and, after the Initial Public Offering, 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 three months ended December 31, 2025, we had net loss of $59,590 which consisted of operating costs of $63,853, franchise tax of $40,000, income tax provision of $(1,923) and change in warrant liability of $12,313, partially offset by interest income on investments held in the trust account of $30,027. For the three months ended December 31, 2024, we had had net loss of $160,073, which consisted of operating costs of $147,668, franchise tax of $50,000, income tax provision of $39,540 and change in warrant liability of $(54,987), offset by interest income on investments held in the trust account of $132,122.
Current wording
For the three months ended June 30, 2026, we had net loss of $ $82,031 which consisted of operating costs of $86,243, franchise tax of $29,100, income tax provision of $(410) and change in warrant liability of $5,259, partially offset by interest income on investments held in the trust account of $27,643. For the three months ended June 30, 2025, we had had net loss of $120,079, which consisted of operating costs of $113,843, franchise tax of $26,200, income tax provision of $2,547 and change in warrant liability of $(12,750), partially offset by interest income on investments held in the trust account of $35,261.
Previous wording
We intend to use substantially all of the net proceeds of the Initial Public Offering and the private placement, including the funds held in the trust account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting commissions payable to the underwriters in an amount equal to 3.5% ($8,050,000) of the total gross proceeds raised in the Initial Public Offering upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to affect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.
Current wording
We intend to use substantially all of the net proceeds of the Initial Public Offering and the private placement, including the funds held in the trust account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting commissions payable to the underwriters in an amount equal to 3.5% ($8,050,000) of the total gross proceeds raised in the Initial Public Offering upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.
Previous wording
As of December 31, 2025, the Company had no cash and a working capital deficit of $7,117,454. Accumulated deficit balances were $15,141,411 and $14,852,574 as of December 31, 2025 and March 31, 2025, 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 June 30, 2026, the Company had no cash and a working capital deficit of $7,339,979. Accumulated deficit balances were $15,308,426 and $15,221,442 as of June 30, 2026 and March 31, 2026, 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 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 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 “Codification Subtopic 205-40, Presentation of Financial Statements - 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 unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
We did not have any off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non- financial assets.
Current wording
We did not have any off-balance sheet arrangements as of June 30, 2026.
Previous wording
Concurrently with the execution of the Merger Agreement, IMAQ, VCI Target Company, VNB and a shareholder of the VCI Target Company (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 Purchaser or the VCI Target Company for consummation of the share purchase and the other transactions contemplated by the Merger Agreement.
Current wording
Concurrently with the execution of the 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 the VCI for consummation of the share purchase and the other transactions contemplated by the Merger Agreement.
Previous wording
In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the VCI Target Company 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 Purchase
Current wording
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.
Previous wording
Concurrently with the execution of the Merger Agreement, IMAQ and certain principal shareholders of VNB (the “Principal Shareholders”) and the VCI Target Company entered into an agreement (the “RW Agreement”) pursuant to which each of the Principal Shareholders represents and warrants to the Company and Purchaser that the representations and warranties contained in Article IV (Representations and Warranties of the Company Group) of the Merger Agreement was true, correct and complete as of the date of the RW Agreement and as of the Closing Date.
Current wording
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.
Previous wording
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on April 9, 2025, the Company entered into the Merger Agreement on April 3, 2025 with VNB and VCI Target Company (collectively referred to as the “Borrower”).
Current wording
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on April 9, 2025, the Company entered into the Original Merger Agreement on April 3, 2025 with VNB and VCI (collectively referred to as the “Borrower”).
Previous wording
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 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 Lender.
Current wording
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 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 June 30,2026, the Company provided $499,900 loan to VCI in pursuant to this agreement.
Previous wording
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 Target Company 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 wording
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.
Previous wording
In connection with the Closing, the Company will form the Purchaser. Upon Purchaser’s formation, the Company will assign the Equity Line Agreement to Purchaser and Purchaser shall be deemed to be the Company as if it were the original signatory to the Equity Line Agreement.
Current wording
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.
Previous wording
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 closing of the VCI Business Combination.
Current wording
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.
Previous wording
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 wording
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’s 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.
Previous wording
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 Target Company and the issuance of the Commitment Shares is contingent upon the Closing with VCI Target Company.
Current wording
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.
Previous wording
On February 1, 2021, the Company issued an unsecured promissory note to the Prior Sponsor (the “Initial Promissory Note”), pursuant to which we could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021 and June 17, 2021, we issued additional unsecured promissory notes to the Prior Sponsor (the “Additional Promissory Notes” and, together with the “Initial Promissory Note”, the “IPO Promissory Notes”), pursuant to which the Company may borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes were non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes was repaid on August 6, 2021.
Current wording
On February 1, 2021, the Company issued an unsecured promissory note to the Prior Sponsor (the “Initial Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021 and June 17, 2021, the Company issued additional unsecured promissory notes to the Prior Sponsor (the “Additional Promissory Notes” and, together with the “Initial Promissory Note”, the “IPO Promissory Notes”), pursuant to which the Company may borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes were non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes was repaid on August 6, 2021.
Previous wording
On January 14, 2022, the Company issued an unsecured promissory note to the Prior Sponsor (the “Post-IPO Promissory Note”), pursuant to which we could borrow up to an aggregate of $500,000 in two installments of (i) up to $300,000 during the month of March 2022, and (ii) up to $200,000 during the month of June 2022 at our discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummate an initial Business Combination.
Current wording
On January 14, 2022, the Company issued an unsecured promissory note to the Prior Sponsor (the “Post-IPO Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $500,000 in two installments of (i) $300,000 during the month of March 2022, and (ii) $200,000 during the month of June 2022 at the Company’s discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummate an initial Business Combination.
Previous wording
On March 29, 2022, the Company amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow at our discretion under the note increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022 (the “Amended Post-IPO Promissory Note”). No other terms were amended pursuant to this amendment and restatement.
Current wording
On March 29, 2022, the Company amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow at its discretion under the note increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022 (the “Amended Post-IPO Promissory Note”). No other terms were amended pursuant to this amendment and restatement.
Previous wording
On February 14, 2023, the Company issued the February 2023 Promissory Note to the Prior, 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
On January 31, 2024, the Company issued the January 2024 Promissory Note in the aggregate principal amount of up to $1,300,000 to the Buyer. Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note 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. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 New Units at the closing of the Business Combination, which shall be identical in all respects to the private placement units issued at the Company’s initial public offering (the “New Units”), and (b) 847,675 shares of Additional Securities of which (i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.
Current wording
On January 31, 2024, the Company issued the January 2024 Promissory Note in the aggregate principal amount of up to $1,300,000 to the Buyer. Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note 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. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement units as described in the prospectus dated July 28, 2021 (Registration No. 333-255106) (the “Prospectus”), at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 new units at the closing of the Business Combination, which shall be identical in all respects to the private placement units issued at the Company’s initial public offering (the “New Units”), and (b) 847,675 shares of Additional Securities of which (i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.
Previous wording
On June 28, 2024, the Company entered into Amendments to the JC Unify Prior Notes with the Buyer. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right to convert the JC Unify Prior Notes into 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
Current wording
On June 28, 2024, the Company entered into the Amendments to the JC Unify Prior Notes with the Buyer. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right to convert the JC Unify Prior Notes into 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.
Previous wording
As of December 31, 2025 and March 31, 2025, $3,000,504 and $2,659,713 were outstanding, respectively, under all the promissory notes issued to JC Unify.
Current wording
As of June 30, 2026 and March 31, 2026, $2,900,000 were outstanding under all the promissory notes issued to JC Unify.
Previous wording
The Company received additional funds from the Prior Sponsor to finance term extension fees. As of December 31, 2025 and March 31, 2025, the amount due to related party was $656,913.
Current wording
The Company received additional funds from the Prior Sponsor to finance term extension fees. As of June 30, 2026 and March 31, 2026, the amount due to Prior Sponsor was $656,913.
Previous wording
As of December 31, 2025 and March 31,2025, the Company had no borrowings under the related party loans.
Current wording
As of June 30, 2026 and March 31,2026, the Company had no borrowings under the related party loans.
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 Polar (the “Initial Securities”), and as additional consideration for the 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
Subject to certain conditions, the Company has granted Chardan, the representative of the underwriters in the Initial Public Offering, for a period of 18 months after the date of the consummation of our business combination, a right of first refusal to act as book-running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Initial Public Offering.
Current wording
Subject to certain conditions, the Company granted Chardan, the representative of the underwriters in the Initial Public Offering, for a period of 18 months after the date of the consummation of our business combination, a right of first refusal to act as book-running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Initial Public Offering.
Previous wording
On February 8, 2021, the Company entered into an agreement with Vishwas Joshi to act as Chief Financial Officer of the Company for a period of twenty-four months from the date of listing of the Company on NASDAQ. The Company has agreed to pay Mr. Joshi up to $400,000, subject to the Company successfully completing a Business Combination. If the Company does not complete a Business Combination within the Initial Combination Period, the Company has agreed to pay Mr. Joshi $40,000. The expense accrued under this agreement is $40,000 as of September 30, 2023. On July 21, 2023, the Company extended the tenure of the agreement from July 27, 2023, to September 30, 2023 with no further extension. On November 9, 2023, the Company entered into an agreement with Mr. Joshi, whereby Mr. Joshi agreed to receive 36,000 shares of common stock of the post-Business Combination company in full and final satisfaction of all obligations owed to Mr. Joshi by the Company. The payment will be made concurrently with the closing of the Business Combination. The Company accrued $360,000 service fees as of December 31, 2025 and March 31, 2025.
Current wording
On February 8, 2021, the Company entered into an agreement with Vishwas Joshi to act as Chief Financial Officer of the Company for a period of twenty-four months from the date of listing of the Company on NASDAQ. The Company has agreed to pay Mr. Joshi up to $400,000, subject to the Company successfully completing a Business Combination. If the Company does not complete a Business Combination within the Initial Combination Period, the Company has agreed to pay Mr. Joshi $40,000. On November 9, 2023, the Company entered into an agreement with Vishwas Joshi, whereby Vishwas Joshi agreed to receive 36,000 shares of common stock of the post-Business Combination company as full and final satisfaction of all and any service fees owed to Vishwas Joshi by the Company. The shares will be issued concurrently with the closing of the Business Combination. The Company accrued $360,000 service fees as of June 30, 2026 and March 31, 2026.
Previous wording
On October 29, 2021, the Company entered into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal to provide strategy, management and financial advisory services to the Company, as specified in the consulting agreement, commencing on October 29, 2021, and ending on October 28, 2022 (the “Term of Consulting Agreement”). On January 28, 2023, the Company extended the existing agreement to April 28, 2023. In consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided in the consulting agreement. In addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred at our request. On November 9, 2023, the Company entered into an agreement with Ms. Agarwal, whereby Ms. Agarwal agreed to receive, respectively, $31,500 and 12,825 shares of common stock of the post-Business Combination company in full and final satisfaction of all and any service fees owed to Ms. Agarwal by the Company. The payment will be made concurrently with the closing of the Business Combination. As of December 31, 2025 and March 31, 2025, the Company accrued $162,000 consulting fees.
Current wording
On October 29, 2021, the Company entered into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal to provide strategy, management and financial advisory services to the Company, as specified in the consulting agreement, commencing on October 29, 2021 and ending on October 28, 2022 (the “Term of Consulting Agreement”). On January 28, 2023, the Company extended the existing agreement to April 28, 2023. In consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided in the consulting agreement. In addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred at our request. On November 9, 2023, the Company entered into two release agreements with Ms. Agarwal, whereby Ms. Agarwal agreed to receive, respectively, $31,500 and 12,825 shares of common stock of the post-Business Combination company in full and final satisfaction of all and any service fees owed to Ms. Agarwal by the Company. The payment will be made concurrently with the closing of the Business Combination. As of June 30, 2026 and March 31, 2026, the Company accrued $162,000 consulting fees.
Previous wording
On July 20, 2022, we entered into a letter of engagement with Houlihan Capital (the “Houlihan Capital Agreement”), pursuant to which the Company engaged Houlihan to render a written opinion (“Opinion”), whether or not favorable, to the Board of Directors of the Company as to whether, as of the date of such Opinion, that the consideration to be issued or paid in the Transaction is fair from a financial point of view to the stockholders of the Company. In consideration for the services, the Company agreed to pay Houlihan a total estimated fee of $150,000. On November 7, 2023, the Company entered into an agreement with Houlihan Capital, whereby Houlihan Capital agreed to receive $13,675, as full and final satisfaction of all obligations owed to Houlihan Capital by the Company. The Company repaid the outstanding balance of $50,000 on February 14, 2024, as such, no further amount due under the Houlihan Capital Agreement.
Current wording
On July 20, 2022, the Company entered into a letter of engagement with Houlihan Capital (the “Houlihan Capital Agreement”), pursuant to which the Company engaged Houlihan to render a written opinion (“Opinion”), whether or not favorable, to the Board of Directors of the Company as to whether, as of the date of such Opinion, that the consideration to be issued or paid in the Transaction is fair from a financial point of view to the stockholders of the Company. In consideration for the services, the Company agreed to pay Houlihan a total estimated fee of $150,000. On November 7, 2023, the Company entered into an agreement with Houlihan Capital, whereby Houlihan Capital agreed to receive $13,675, as full and final satisfaction of all obligations owed to Houlihan Capital by the Company. The Company repaid the outstanding balance of $50,000 on February 14, 2024, as such, no further amount due under the Houlihan Capital Agreement.
Previous wording
On September 13, 2022, the Company entered into a letter of engagement with FNK IR (the “FNK IR Agreement”), pursuant to which the Company engaged FNK IR to act as integrated investor and media relations partner on behalf of the Company. The Company agreed to pay FNK a monthly fee of $8,000 per month. The engagement was terminated in February 2023.
Current wording
On September 13, 2022, the Company entered into a letter of engagement with FNK IR (the “FNK IR Agreement”), pursuant to which the Company engaged FNK IR to act as integrated investor and media relations partner on behalf of the Company. The Company agreed to pay FNK IR a monthly fee of $8,000 per month. The engagement was terminated in February 2023.
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 December 31, 2025 and March 31, 2025, a total amount of $261,263 (including $81,760 other legal fees) and $235,798 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 June 30, 2026 and March 31, 2026, a total amount of $287,213 and $273,853 were outstanding and accrued, respectively.
Previous wording
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified critical accounting estimates; we have identified the following critical accounting policies:
Current wording
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified critical accounting estimates; we have identified the following critical accounting policies:
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 December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.
Current wording
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted ASU 2023-09 on April 1, 2026 and there was no material impact on its financial position, results of operations or cash flows.
Previous wording
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Current wording
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.
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.
Showing the first 40 of 44 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report — wording carried from elsewhere
Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the nine months ended December 31, 2025, we had a net loss of $276,636, which consisted of operating costs of $277,572, franchise tax of $106,200, income tax provision of $(1,043) and change in warrant liability of $6,735, offset by interest income on investments held in the trust account of $99,357. For the nine months ended December 31, 2024, we had a net loss of $485,243 which consisted of operating costs of $521,515, franchise tax of**$150,000,** income tax provision of $95,031 and change in warrant liability of $(148,224), offset by interest income on investments held in the trust account of $429,527.