UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from _________ to _________
Commission File Number
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| (Exact name of registrant as specified in its charter) |
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| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
1604 US Highway 130
N Brunswick, NJ 08902
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 13, 2025, there were
INTERNATIONAL MEDIA ACQUISITION CORP.
TABLE OF CONTENTS
i
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 Form 10-Q including, without limitation, statements in the “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 the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 15, 2025 and the Company’s final prospectus for its initial public offering filed with the SEC on July 29, 2021. 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. Forward-looking statements in this report may include (but are not limited to), for example, statements about our:
| ● | ability to complete our initial business combination; |
| ● | success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving or initial business combination, as a result they would then receive expense reimbursement. |
| ● | potential ability to obtain additional financing to complete our initial business combination; |
| ● | pool of prospective target businesses; |
| ● | the ability of our officers and directors to generate a number of potential investment opportunities; |
| ● | potential changes in control if we acquire one or more target businesses for stock; |
| ● | the potential liquidity and trading of our securities; |
| ● | the lack of a market for our securities; |
| ● | use of proceed not held in the trust account or available to us from interest income on the trust account balance; or |
| ● | financial performance following our initial public offering. |
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.
ii
PART 1 – FINANCIAL INFORMATION
INTERNATIONAL MEDIA ACQUISITION CORP.
BALANCE SHEETS
|
September 30,
2025 (Unaudited) |
March 31,
(Audited) |
|||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ |
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| Other receivable |
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| Prepaid franchise taxes |
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| Prepaid expenses |
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| Total Current Assets |
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| Investments held in Trust Account |
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| Total Assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ |
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$ |
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| Due to Prior Sponsor |
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| Promissory notes- Prior Sponsor |
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| Promissory notes - JC Unify |
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| Excise tax payable |
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| Income tax payable |
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| Total Current Liabilities |
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| - | - | |||||||
| Deferred underwriting fee payable |
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| Warrant liability |
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| Total Liabilities |
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| Commitments (see Note 6) | ||||||||
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Common stock subject to possible redemption:
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| Stockholders’ Deficit | ||||||||
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Preferred stock, $
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Common stock, $
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| Accumulated deficit |
(
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(
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| Total Stockholders’ Deficit |
(
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) |
(
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) | ||||
| Total Liabilities and Stockholders’ Deficit | $ |
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$ |
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The accompanying notes are an integral part of these unaudited financial statements.
1
INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
For the Three Months Ended
September 30, |
For the Six Months Ended
September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ |
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$ |
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$ |
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$ |
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| Franchise tax expense |
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| Loss from operations |
(
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) |
(
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(
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(
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| Liabilities written back | ||||||||||||||||
| Change in fair value of warrant liability |
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(
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(
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(
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| Interest and dividend income on investments held in trust account |
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| Income (loss) before provision for income taxes |
(
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(
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(
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(
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| Provision for income taxes |
(
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| Net loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| _Weighted average shares outstanding, basic and diluted |
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| Basic and diluted net loss per common share | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
The accompanying notes are an integral part of these unaudited financial statements.
2
INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
For the Six Months Ended September 30, 2025
| Common Stock |
Additional
Paid-in |
Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance at March 31, 2025 |
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$ |
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$ | $ |
(
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) | $ |
(
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) | ||||||||||
| Net loss | - |
(
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) |
(
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) | |||||||||||||||
| Remeasurement of Common Stock Subject to Redemption | - |
(
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(
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| Balance at June 30, 2025 |
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$ |
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$ | $ |
(
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) | $ |
(
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) | ||||||||||
| Net loss | - |
(
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) |
(
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) | |||||||||||||||
| Remeasurement of Common Stock Subject to Redemption | - |
(
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(
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) | |||||||||||||||
| Balance at September 30, 2025 |
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$ |
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$ | $ |
(
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) | $ |
(
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) | ||||||||||
For the Six Months Ended September 30, 2024
| Common Stock |
Additional
Paid-in |
Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance at March 31, 2024 |
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$ |
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$ | $ |
(
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) | $ |
(
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) | ||||||||||
| Net loss | - |
(
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) |
(
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) | |||||||||||||||
| Remeasurement of Common Stock Subject to Redemption | - |
(
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(
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) | |||||||||||||||
| Balance at June 30, 2024 |
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$ |
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$ | $ |
(
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) | $ |
(
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) | ||||||||||
| Net loss | - |
(
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) |
(
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) | |||||||||||||||
| Remeasurement of Common Stock Subject to Redemption | - |
(
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) |
(
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) | |||||||||||||||
| Balance at September 30, 2024 |
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$ |
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$ | $ |
(
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) | $ |
(
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) | ||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
3
INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENT OF CASH FLOWS
(UNAUDITED)
|
For the Six Months Ended
September 30， |
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| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ |
(
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) | $ |
(
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| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest and dividend income on investments held in trust account |
(
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(
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| Change in fair value of warrant liability |
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| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses |
(
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(
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| Prepaid franchise taxes |
(
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| Other receivable |
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| Accounts payable and accrued expenses |
(
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(
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| Income tax payable |
(
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| Net cash used in operating activities |
(
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(
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| Cash Flows from Investing Activities: | ||||||||
| Cash deposited in Trust Account |
(
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(
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| Cash withdrawn from trust account to pay franchise tax |
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| Net cash (used in) provided by investing activities |
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(
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| Cash Flows from Financing Activities: | ||||||||
| Proceeds from loan - JC Unify |
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| Proceeds from promissory note - related party | ||||||||
| Redemption of common stock | ||||||||
| Net cash provided by financing activities |
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| Net Change in Cash |
(
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(
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| Cash - Beginning of period |
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| Cash - End of period | $ | $ |
(
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| Non-cash investing and financing activities | ||||||||
| Accretion of Public Shares to redemption value | $ |
|
$ |
|
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The accompanying notes are an integral part of these unaudited financial statements.
4
INTERNATIONAL MEDIA ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
International Media Acquisition
Corp. (“IMAQ” or the “Company”) is a blank check company incorporated in Delaware on
As of September 30, 2025 the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through September 30, 2025, related to the Company’s formation and initial public offering (“ Initial Public Offering ”), which is described below, and subsequent to the Initial Public Offering, identifying a target and executing a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The Company had selected March 31 as its fiscal year end. On August 16, 2022, the board of directors of International Media Acquisition Corp. approved a change to the Company’s fiscal year end from December 31 to March 31, in accordance with the Company’s Bylaws and effective for the fiscal year beginning April 1, 2022. The Company’s first fiscal year began on April 1, 2022, and ended on March 31, 2023 (“Fiscal 2023”). The Company filed a Transition Report on Form 10-QT that included financial information for the Transition Period with the SEC on September 29, 2022. The Company’s 2021 fiscal year began on January 1, 2021 and ended on December 31, 2021 (“Fiscal 2021”). There was no Fiscal 2022.
The registration statement
filed in connection with the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company
consummated the Initial Public Offering of
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of
On August 6, 2021, in connection
with the underwriters’ exercise in full of their option to purchase up to
5
Simultaneously with the closing
of the exercise of the over-allotment option, the Company consummated the sale of an additional
Following the closing of the
Initial Public Offering and the sale of the Private Units, a total of $
The Company will provide the
holders (the “
public stockholders
”) of the shares of common stock included in the Units sold in the Initial Public
Offering (the “
Public Shares
”) with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for
a pro rata portion of the amount then in the Trust Account (initially anticipated to be $
The Company will proceed with a Business Combination only if, assuming a quorum is present at the stockholder meeting, the Business Combination is approved by the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the meeting. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “ Amended and Restated Certificate of Incorporation ”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“ SEC ”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Prior Sponsor and the other holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares, their Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.
Notwithstanding the above,
if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”)), will be restricted from redeeming its shares with respect to
more than an aggregate of
6
The Prior Sponsor and the
other initial stockholders (as defined in Note 5) have agreed (a) to waive their redemption rights with respect to their Founder Shares,
Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation
rights with respect to their Founder Shares and Private Shares if the Company fails to complete (a Business Combination and (c) not to
propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or
timing of the Company’s obligation to redeem
The Company initially had 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering to complete a Business Combination (the “Initial Combination Period”). On July 27, 2022, IMAQ held a special of stockholders (the “July 2022 Special Meeting”). As approved by its stockholders at the July 2022 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “ July 2022 Charter Amendment ”) which became effective upon filing. The July 2022 Charter Amendment changed the date by which IMAQ must consummate an initial business combination to allow the Company to extend two times for an additional three months each time, or from August 2, 2022 to February 2, 2023. On January 27, 2023, IMAQ held a special meeting of stockholders (the “ January 2023 Special Meeting ”). As approved by its stockholders at the January 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “ January 2023 Charter Amendment ”) which became effective upon filing. The January 2023 Charter Amendment changed the date by which IMAQ must consummate an initial business combination for an additional three (3) months, from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023.
On July 31, 2023, IMAQ held a special meeting of stockholders ( the “July 2023 Special Meeting ”). As approved by its stockholders at the July 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “ July 2023 Charter Amendment ”) which became effective upon filing. The July 2023 Charter Amendment changed the date by which IMAQ must consummate a business combination for twelve (12) additional one (1) month periods from August 2, 2023, to August 2, 2024 (i.e., for a total period of time ending 36 months from the consummation of its initial public offering).
On January 2, 2024, IMAQ held
a special meeting of stockholders (the “
January 2024 Special Meeting
”). As approved by its stockholders at the January
2024 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the
“January
2024 Charter Amendment
”) which became effective upon filing. The January 2024 Charter Amendment extended the deadline by which
IMAQ must consummate an initial business combination for twelve (12) additional one (1) month periods from January 2, 2024 to January
2, 2025 provided that, in connection with each one-month extension, a deposit of $
On December 30, 2024, the
Company held its annual meeting of stockholders (the “
December 2024 Annual Meeting
”). As approved by its stockholders
at the December 2024 Annual Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation
(the “
December 2024 Charter Amendment
”) which became effective upon filing. The December 2024 Charter Amendment extended
the deadline by which IMAQ has to consummate an initial business combination for twenty-four (24) additional one (1) month periods from
January 2, 2025 to January 2, 2027 (“
Combination Period
”) provided that, in connection with each one-month extension,
a deposit of $
7
If the Company is unable to
complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
The underwriters have agreed
to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does
not complete a Business Combination within the Amended Combination Period, and, in such event, such amounts will be included with the
other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering
price per Unit ($
In order to protect the amounts
held in the Trust Account, the Prior Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for
services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into
a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $
Termination of Proposed Business Combination with Risee Entertainment Holdings Private Limited
On October 22, 2022, the Company
entered into a Stock Purchase Agreement (the “
Prior SPA
”) with Risee Entertainment Holdings Private Limited, a company
incorporated in India (“
Risee
”), and Reliance Entertainment Studios Private Limited, company incorporated in India
(the “
Prior Target Company
”). Pursuant to the terms of the Prior SPA, a business combination between the Company and
the Prior Target Company will be effected by the acquisition of
8
Pursuant to Section 12.1(a) of the Prior SPA, wherein in the event of the Initial Closing (as defined in the Prior SPA) has not occurred by the Outside Closing Date (as defined in the Prior SPA) either Risee or the Prior Target Company or the Company has the right to terminate the Prior SPA. Risee terminated the Prior SPA with immediate effect, and the Prior Target Company and the Company acknowledged and accepted the termination letter dated October 25, 2023 received by the Company on October 26, 2023, without any liability to any of the parties involved.
Securities Purchase Agreement
On November 10, 2023, the
Company entered into a Securities Purchase Agreement with JC Unify Capital (Holdings) Limited, a BVI company (“
JC Unify
”
or the “
Buyer
”), the Prior Sponsor, and Shibasish Sarkar, (“
Seller
”, together with the
Prior Sponsor the “
Sellers
”), and as amended on January 31, 2024 (the “
Securities Purchase Agreement
”),
pursuant to which the Prior Sponsor agreed to sell, and the Buyer agreed to purchase,
On January 31, 2024, the Company
entered into the First Amendment to the Securities Purchase Agreement (the
”First Amendment”
) with the Prior Sponsor,
Buyer and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other things, (i) the Prior Sponsor
agreed to sell, and the Buyer agreed to purchase,
Termination of Indemnity Agreements
Pursuant to Section 1.05(b) of the 2023 SPA, wherein the Seller must deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi as a buyer closing condition, the Company has entered into the Termination of Indemnity Agreements with each of Shibasish Sarkar and Vishwas Joshi dated as of March 11, 2025.
9
Issuance of Unsecured January 2024 Promissory Note
On January 31, 2024, the Company
issued an unsecured promissory note in the aggregate principal amount of up to $
Annual Meeting
On February 13, 2024, the Company held its annual meeting of shareholders (the “ 2024 February Annual Meeting ”). At the 2024 February Annual Meeting, Sanjay Wadhwa and Shibasish Sarkar were appointed as Class I directors with a term expiring at the Company’s annual general meeting to be held in 2025; Claudius Tsang and Yu-Ping Edward Tsai were appointed as Class II directors with a term expiring at the Company’s annual meeting to be held in 2026; and Daung-Yen Lu, Yao Chin Chen, and Chih Young Hung were appointed as Class III directors with a term expiring at the Company’s annual meeting to be held in 2027.
On December 30, 2024, the
Company held its December 2024 Annual Meeting. As approved by its stockholders at the Annual Meeting, the Company filed the December 2024
Charter Amendment which became effective upon filing. The December 2024 Charter Amendment extended the deadline by which IMAQ has to consummate
an initial business combination for twenty-four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027 provided
that, in connection with each one-month extension, a deposit of $
Issuance of Unsecured Promissory Note B
On February 27, 2024, the
Company issued an unsecured promissory note in the aggregate principal amount of up to $
Issuance of Unsecured Promissory Note C
On February 27, 2024, the
Company issued an unsecured promissory note in the aggregate principal amount of up to $
10
On June 28, 2024, the Company
entered into amendments to the January 2024 Promissory Note, Promissory Note B and Promissory Note C (the January 2024 Promissory Note,
Promissory Note B and Promissory Note C are collectively referred to as the “JC Unify
Prior Notes
”) with JC Unify Capital
(Holdings) Limited (the “
Amendments to the Promissory Notes
”). Pursuant to the Amendments to the Promissory Notes,
the Buyer has the right to convert the JC Unify Prior Notes into units consisting of
Issuance of Unsecured Promissory Note D
On March 28, 2025, the Company
issued an unsecured promissory note in the aggregate principal amount of up to $
Issuance of Unsecured Promissory Note E
On April 20, 2025, the Company
issued an unsecured promissory note in the aggregate principal amount of up to $
Amendments to Unsecured Promissory Note – Related Party
IMAQ issued four unsecured promissory notes to the Prior Sponsor, dated as of January 14, 2022, and as amended on March 29, 2022 (the “ Amended Post-IPO Promissory Note ”), dated as of August 10, 2022 (the “ August 2022 Promissory Note ”), November 18, 2022 (the “ November 2022 Promissory Note ”), and February 14, 2023 (the “ February 2023 Promissory Note ”, together with Amended Post-IPO Promissory Note, August 2022 Promissory Note and November 2022 Promissory Note, the “ CCM Prior Notes ”).
11
On March 11, 2025, the Company
entered into four amendments to the CCM Prior Notes, the amendment to the Amended Post-IPO Promissory Note (the “
Second Amended
Post-IPO Note
”), the amendment to the August 2022 Promissory Note (the “
Amended August 2022 Note
”), the amendment
to November 2022 Promissory Note (the “
Amended November 2022 Note
”), and the amendment to February 2023 Promissory
Note (the “
Amended February 2023 Note
”, together with the Second Amended Post-IPO Note, the Amended August 2022 Note
and the Amended November 2022 Note, the “Amendments to the CCM Promissory Notes”) with the Prior Sponsor. Pursuant to the
Amendments to the CCM Promissory Notes, the Prior Sponsor shall receive
Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company
On April 3, 2025, the Company
entered into a Merger Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “
Merger Agreement
”)
with VCI Holdings Limited, a British Virgin Islands business company (the “
VCI Target Company
”), and Vietnam Biofuels
Development Joint Stock Company, a Vietnamese company (“
VNB
” and together with Target Company, the “
Target
Group
”), pursuant to which (a) IMAQ will form International Media Mini Acquisition Corp, a British Virgin Islands business company,
as its wholly owned subsidiary (“
Purchaser
”), (b) IMAQ will be merged with and into Purchaser (the “
Redomestication
Merger
”), with Purchaser be the surviving entity (the “
Redomestication Merger Surviving Corporation
”), (c)
following the Redomestication Merger, the Redomestication Merger Surviving Corporation will purchase
Upon its formation, the Purchaser shall sign a joinder agreement, agreeing to be bound by the Merger Agreement as if the Purchaser were a party thereto on the date of its signing.
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.
Voting and Support Agreements
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.
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 Purchaser.
12
Agreement Regarding Representations and Warranties
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 are true, correct and complete as of the date of the RW Agreement and as of the Closing Date.
VCI Loan Agreement
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 $
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.
Equity Line of Credit Agreement
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 $
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.
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.
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 $
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
13
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
The Investor’s committed
obligation under the Rapid Purchase Notice shall not exceed $
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
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 $
Copies of the aforementioned agreements have been filed as Exhibits to the Company’s Current Report on Form 8-K, which was filed with the SEC on April 3 and April 22, 2025.
14
Extension Payment and Shares Redemption
Initially, the Company was
required to complete its initial business combination transaction by August 2, 2022, which was 12 months from the closing of the Initial
Public Offering (the “
Initial Combination Period
”). On July 27, 2022, at a special meeting of the Company’s stockholders
(the “
Extension Meeting
”), the stockholders approved a proposal to amend the Company’s investment management
trust agreement, dated as of July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “
Trustee
”),
allowing the Company to extend the Initial Combination Period two times for an additional three months each time, or from August 2, 2022
to February 2, 2023 by depositing into the Trust Account $
As previously disclosed, stockholders
at the January 2024 Special Meeting approved the January 2024 Charter Amendment to extend the deadline by which IMAQ must consummate an
initial business combination for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025. In connection with
the Special Meeting, the Company’s stockholders elected to redeem an aggregate of
On July 26, 2022, the extension
payment of $
On October 28, 2022, a second
extension payment of $
On February 3, 2023,
the third extension payment of $
On June 1, 2023, a fourth
partial extension payment of $
On June 23, 2023, fifth partial
extension payment of $
On July 11, 2023, sixth partial
extension payment of $
The Company has made the monthly
deposit into the Trust Account of $
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 $
As previously disclosed, stockholders
at the December 2024 Annual General Meeting approved the December 2024 Charter Amendment Proposal and Trust Amendment Proposal to extend
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. In connection with the Annual General Meeting, the Company’s stockholders elected to redeem
an aggregate of
15
On each of December 30, 2024
and January 24, 2025, 2025, March 12, 2025, March 26, 2025, April 23, 2025, May 29, 2025, June 26, 2025, July 25, 2025, August 25, 2025,
September 25, 2025 and October 24, 2025, the Company made a deposit of $
Departure of Director or Certain Officers
On June 20, 2024, the Company received the resignation of Mr. Chih Young Hung as Director of the Company. Mr. Hung’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Hung was the Chair of the Company’s Compensation Committee and Audit Committee.
On July 2, 2024, the Company received the resignation of Mr. Daung-Yen Lu as Director of the Company. Mr. Lu’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Lu was a member of the Company’s Compensation Committee and Audit Committee.
On July 2, 2024, the Company received the resignation of Mr. Yu-Ping Tsai as Director of the Company. Mr. Tsai’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Tsai was a member of the Company’s Compensation Committee and Audit Committee.
On July 4, 2024, the Company received the resignation of Mr. Claudius Tsang as Director of the Company. Mr. Tsang’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
On August 6, 2024, the Company received the resignation of Mr. Yao Chin Chen as Director of the Company. Mr. Chen’s resignation was not the result of any disagreement with the Company. Effective upon Mr. Chen’s resignation as a Director, the size of the Company’s Board reduced to four Directors.
On August 6, 2024, the Board appointed Mr. Hsu-Kao Cheng as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Chih Young Hung with effect from August 6, 2024 until the Company’s annual meeting to be held in 2027. The Board has determined that Mr. Cheng is an “independent director” as that term is defined under the List Rules of the Nasdaq. Mr. Cheng shall serve as the Chairman of the Audit Committee and the Compensation Committee of the Board.
On August 6, 2024, the Board of the Company appointed Mr. Tao-Chou Chang as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Daung-Yen Lu with effect from August 6, 2024 until the Company’s annual meeting to be held in 2027. The Board has determined that Mr. Chang is an “independent director” as that term is defined under the Listing Rules of Nasdaq. Mr. Chang shall serve as a member of the Company’s Audit Committee and the Compensation Committee of the Board.
On August 6, 2024, the Board of the Company appointed Mr. Ming-Hsien Hsu as Class II director of the Board, to fill in the vacancy created by the resignation of Mr. Yu-Ping Tsai with effect from August 6, 2024 until the Company’s annual meeting to be held in 2026. The Board has determined that Mr. Hsu is an “independent director” as that term is defined under the Listing Rules of Nasdaq. Mr. Hsu shall serve as a member of the Company’s Audit Committee and the Compensation Committee of the Board.
16
On March 11, 2025, the Company received the resignation of Mr. Shibasish Sarkar as the Chief Executive Officer and as Class I director of the Company’s board of directors effective immediately. Mr. Sarkar’s resignation was not the result of any disagreement with the Company or the Board. Mr. Sarkar was the Chairman of the Board and the principal accounting and financial officer.
The Board of the Company appointed Ms. Yu-Fang Chiu to serve as Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, to fill in the vacancy created by the resignation of Mr. Shibasish Sarkar with effect from March 11, 2025 until the Company’s annual meeting to be held in 2028 and until her successor is duly elected and qualified or until her earlier death, resignation or removal.
Delisting from the Nasdaq
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.
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.
Liquidity and Going Concern
As of September 30, 2025,
the Company had
cash and a working capital deficit of $
Risks and Uncertainties
Management is currently evaluating the impact of current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, and the ongoing Russia/Ukraine/Belarus, Hamas/Iran/Lebanon/Israel in the Middle Eastern countries conflicts and/or other future global conflicts (including the impact of any sanctions imposed in response thereto) and the United States trade and tariff policy and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
17
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation
Reduction Act of 2022 (the “
IR Act
”) was signed into federal law. The IR Act provides for, among other things, a new
U.S. federal
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
As a result of the redemptions
by the public stockholders in August 2023 and January 2024, and December 2024, the Company recorded $
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC ”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the six months ended September 30, 2025 are not necessarily indicative of the results that may be expected through March 31, 2026 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
18
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had
and
$
Investments Held in Trust Account
Funds held in the Trust Account
may be invested in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity
of
Warrant Liability
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ ASC 815 ”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
19
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. In accordance with the guidance contained in ASC 815, the Public Warrants qualify for equity treatment. The Private Warrants do not qualify as equity and are recorded as a liability at fair value. Changes in the estimated fair value of the Private Warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Warrants (as defined in Note 4) was estimated using a Black-Scholes method (see Note 9).
Common Stock Subject to Possible Redemption
All of the remaining Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable Public Shares have been classified outside of permanent equity.
The Company recognizes 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.
As of September 30, 2025, the redeemable common stock reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | $ |
|
||
| Less: | ||||
| Proceeds allocated to Public Warrants |
(
|
) | ||
| Proceeds allocated to Public Rights |
(
|
) | ||
| Issuance costs allocated to common stock |
(
|
) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value |
|
|||
| Common stock subject to possible redemption, March 31, 2022 |
|
|||
| Plus: | ||||
| Remeasurement of carrying value to redemption value |
|
|||
| Less: | ||||
| Redemption |
(
|
) | ||
| Common stock subject to possible redemption, March 31, 2023 |
|
|||
| Plus: | ||||
| Remeasurement of carrying value to redemption value |
|
|||
| Less: | ||||
| Redemption |
(
|
) | ||
| Common stock subject to possible redemption, March 31, 2024 |
|
|||
| Plus: | ||||
| Remeasurement of carrying value to redemption value |
|
|||
| Less: | ||||
| Redemption |
(
|
) | ||
| Common stock subject to possible redemption, March 31, 2025 | $ |
|
||
| Plus: | ||||
| Remeasurement of carrying value to redemption value |
|
|||
| Common stock subject to possible redemption, September 30, 2025 | $ |
|
20
Offering Costs associated with the Initial Public Offering
The Company complies with
the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally
of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering
costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering
costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs
amounting to $
Share-Based Payment Arrangements
The Company accounts for stock awards in accordance with ASC 718, Compensation - Stock Compensation (“ ASC 718 ”), which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock.
Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
The Company’s effective
tax rate was (
21
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2025.
The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as income tax expense. The Company accrued
The Company has identified the United States as its only “major” tax jurisdiction. The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns for the year ended March 31, 2025, March 31, 2024, March 31, 2023, and March 31, 2022, remain open and subject to examination. The Company filed amended tax returns for the calendar years 2023 and 2022 in July 2024 and subsequently refiled these amended returns in March 2025. Tax return for the calendar year 2024 was also filed in March 2025. All filed tax returns are subject to examination.
The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Share of Common Stock
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.
The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate
of
The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):
|
Three Months Ended
September 30, |
Six Months Ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Basic and diluted net loss per share: | ||||||||||||||||
| Numerators: | ||||||||||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Denominators: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding |
|
|
|
|
||||||||||||
| Basic and diluted net loss per share | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Depository Insurance Coverage of $
22
Fair Value of Financial Instruments
The Company applies ASC 820, Fair Value Measurements (“ ASC 820 ”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the balance sheet for current assets and current liabilities are of approximate fair value due to their short-term nature.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
See Note 9 for additional information on assets and liabilities measured at fair value.
Recent Accounting Standards
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.
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.
The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
23
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement
filed in connection with the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company
completed its Initial Public Offering of
On August 6, 2021, in connection
with the underwriters’ exercise in full of their option to purchase up to
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing
of the Initial Public Offering, the Prior Sponsor purchased an aggregate of
The proceeds from the Private Units was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Amended 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 Private Rights and Private Warrants.
Simultaneously with the closing
of the exercise of the over-allotment option, the Company consummated the sale of an additional
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 9, 2021, the Prior
Sponsor paid an aggregate of $
The Prior Sponsor and the
other holders of the Founder Shares (the “
initial stockholders
”) have agreed not to transfer, assign or sell any of
the Founder Shares (except to certain permitted transferees) until, with respect to
24
On July 7, 2021, the Prior
Sponsor entered into agreements with two independent directors of the Company to transfer
On July 22, 2021, the Prior
Sponsor sold
On September 17, 2021, the
Prior Sponsor sold
On September 17, 2021, the
Prior Sponsor sold
On November 10, 2023, the
Company entered into a Securities Purchase Agreement with Buyer, the Prior Sponsor, and the Seller, pursuant to which the Prior Sponsor
agreed to sell, and the Buyer agreed to purchase,
Promissory Notes – Prior Sponsor
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 $
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 $
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 $
On August 10, 2022, the Company
issued the August 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of $
25
On November 18, 2022, the
Company issued the November 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of
$
On February 14, 2023, the
Company issued the February 2023 Promissory Note an unsecured promissory note to the Prior, pursuant to which the Company may borrow up
to an aggregate amount of up to $
The Amended Post-IPO Promissory
Note, the August 2022 Promissory Note, the November 2022 Promissory Note and the February 2023 Promissory Note are collectively referred
to as the “
CCM Prior Notes
”. On March 11, 2025, the Company entered into four amendments to the CCM Prior Notes, the
Second Amended Post-IPO Note, the Amended August 2022 Note, the Amended November 2022 Note, and the Amended February 2023 Note, collectively
referred to as the “
Amendments to the CCM Promissory Notes
”) with the Prior Sponsor. Pursuant to the Amendments to
the CCM Promissory Notes, the Prior Sponsor shall receive
As of September 30, 2025 and
March 31, 2025, $
Due to Prior Sponsor
The Company received additional
funds from the Prior Sponsor to finance term extension fees. As of September 30, 2025 and March 31, 2025, the amount due to related party
was $
Promissory Notes – JC Unify
On January 31, 2024, the Company
issued the January 2024 Promissory Note in the aggregate principal amount of up to $
On February 27, 2024, the
Company issued Promissory Note B in the aggregate principal amount of up to $
26
On February 27, 2024, the
Company issued Promissory Note C in the aggregate principal amount of up to $
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.
On March 28, 2025, the Company
issued Promissory Note D in the aggregate principal amount of up to $
As of September 30, 2025 and
March 31, 2025, total promissory notes outstanding were $
Loan Transfer Agreement
On January 24, 2023, the Company
entered into a Loan and Transfer Agreement (the “
Loan Agreement
”), with the Prior Sponsor and the lender named therein
(the “
Lender
”), pursuant to which the Prior Sponsor is permitted to borrow $
As additional consideration
for the Lender making the Initial Loan available to the Prior Sponsor, the Company shall issue
Administrative Support Agreement
The Company entered into an
agreement, commencing on the effective date of the Initial Public Offering, to pay the Prior Sponsor up to a total of $
27
Related Party – Working Capital Loans
In order to finance transaction
costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the
Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“
Working Capital
Loans
”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender’s discretion, up to $
As of September 30, 2025 and March 31, 2025, the Company had borrowings under the related party loans.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Merger Agreements
On April 3 and April 22, 2025, the Company entered into a Merger Agreement and related ancillary agreements, respectively, with the Target Group. Refer to Note 1 for further information regarding these agreements.
Registration Rights Agreement
Pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering, the holders of the Founder Shares, the Private Units and any units that may be issued upon conversion of Working Capital Loans or extension loans (and any securities underlying the Private Units or units issued upon conversion of the Working Capital Loans or extension loans) are entitled to certain registration rights. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
Underwriting Agreement
On July 28, 2021, in connection with the Initial Public Offering, the Company entered into an underwriting agreement with Chardan Capital Markets, LLC, as representative of the underwriters named therein.
Pursuant to the underwriting
agreement, the underwriters were paid a cash underwriting discount of $
On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any Service Fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.
Right of First Refusal
Subject to certain conditions,
the Company has granted Chardan Capital Markets, LLC, for a period of
28
Chief Financial Officer Agreement
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 agreed to pay Mr. Joshi up to $
Management Consulting Agreement
On May 5, 2021, the Company
engaged Ontogeny (the “
Ontogeny Consulting Agreement
”) to act as a management consulting and corporate advisor in the
preparation of corporate strategies, management support and business plans for the Company. The Company paid Ontogeny $
On February 14, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny and the Company mutually agreed to termination the Ontogeny PIPE Agreement and release each other from any and all responsibilities and obligations relating to the Ontogeny PIPE Agreement. Since termination, no further payment accrued or paid under the Ontogeny PIPE Agreement.
On November 10, 2023, the
Company entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive
Consulting Agreement
On September 17, 2021, the
Company entered into a consulting agreement, effective as of September 1, 2021, with F. Jacob Cherian, pursuant to which the Company engaged
Mr. Cherian to provide financial advisory services to the Company for a period of 12 months. In consideration for his services, the Company
agreed to pay Mr. Cherian a monthly consulting fee of $
On October 29, 2021, the Company
entered into a letter of engagement and terms of business with Sterling Media Ltd (“
Sterling Media
”) (the “
Sterling
Agreement
”), pursuant to which the Company engaged Sterling Media to provide strategic media coverage for the Company. In consideration
of the services Sterling Media provides to the Company, the Company agreed to pay Sterling Media a total fee of $
29
On October 29, 2021, the Company
also 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 24, 2023. On April 24, 2023 the Company further extended the agreement to September 30, 2023. The agreement was extended
in consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly consulting fee
of $
On November 9, 2023, the Company
entered into two release agreements with Ms. Agarwal, whereby Ms. Agarwal agreed to receive, respectively, $
On January 12, 2022, the Company
entered a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide capital markets advisory services
commencing from January 12, 2022 and ending on the close of a potential placement related to the Company’s initial business combination.
In consideration for the services Chardan will provide to the Company, the Company agreed to pay Chardan a total fee of
On January 12, 2022, the Company
also entered into a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide merger and acquisition
advisory services commencing from January 12, 2022 and ending on close of the Company’s initial business combination. In consideration
for the services Chardan provides to the Company, the Company agreed to pay Chardan a total fee equal to: (i) if the Company enters into
a business combination involving a party other than a target introduced by Chardan, one-half of one percent (
On March 18, 2022, the Company
entered into an engagement letter with Ontogeny (the “
Ontogeny PIPE Agreement
”) relating to corporate advisory &
management consultancy services for the purpose of raising capital in form of private investment in public equity (“
PIPE
”)
financing. Ontogeny Capital will receive a contingent fee equal to
On June 9, 2022, the Company
entered into a letter of engagement with ADAS Capital Partners and Lone Cypress Holdings (“
ADAS
”), pursuant to which
we engaged ADAS to provide Company with introduction to investors residing in geographies outside of United States of America, assist
in negotiations with introduced parties, assist with closing with introduced parties, assets with getting certain capital back from certain
individuals and any other services deemed appropriate. In consideration for the services ADAS will provide to the Company, the Company
agreed to pay ADAS a total fee of $
On June 24, 2022, the Company
entered into a letter of engagement with Morrow Sodali (“
Morrow
”) (the “
Morrow Agreement
”), pursuant
to which Morrow was engaged as Solicitation Agent for shareholders in connection with Company’s Special Meeting (Extension Meeting)
held during third or fourth quarter of 2022 or such other time as determined by the Company (the “Business Combination Meeting”)
pursuant to the terms of the final Proxy Statement to be filed with the SEC. The Company agreed to pay Morrow a total estimated fee of
$
30
On June 28, 2022, the Company
entered into a letter of engagement with Baker Tilly DHC Business Private Limited (“
Baker
”), pursuant to which the
Company 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, the Company agreed to pay Baker a total estimated fee of $
On July 7, 2022, the Company
entered into a letter of engagement with Baker, pursuant to which we engaged Baker to provide Valuation of Intellectual Properties. In
consideration for the services, the Company agreed to pay Baker a total estimated fee of $
On July 20, 2022, the Company
entered into a letter of engagement with Houlihan Capital (the “
Houlihan Capital Agreement
”), pursuant to which we
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 $
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. We agreed to pay FNK a monthly fee of $
On November 14, 2023, the
Company entered into an agreement with Loeb & Loeb LLP (“
Loeb
”), whereby Loeb agreed to accept a reduced amount
of $
Fee disputes
The Company is subject to
a dispute regarding the pending fee of $
31
NOTE 7. WARRANTS
As of September 30, 2025,
there were
Public Warrants may only be
exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants
will become exercisable on the later of (a) the completion of a Business Combination or (b)
No Public Warrants will be
exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable
upon exercise of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement
covering the shares of common stock issuable upon exercise of the warrants is not effective within
No Public Warrants will be exercisable and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the shares of common stock are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.
The Company may call the Public
Warrants for redemption, in whole and not in part, at a price of $
| ● | at any time while the warrants are exercisable; |
| ● |
upon not less than
|
| ● |
if, and only if, the reported last sale price of the shares of common stock equals or exceeds $
|
| ● |
if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire
|
32
If the Company calls the Public
Warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do
so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that
number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market
value. The fair market value shall mean the volume weighted average trading price of our common stock for the
In addition, if (x) the Company
issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its
initial Business Combination at an issue price or effective issue price of less than $
The Private Units are identical
to the Units sold in the Initial Public Offering, except the Private Units and their component securities will not be transferable, assignable
or salable until
The Company accounts for the
The accounting treatment for derivative financial instruments requires that the Company record the Private Warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering and subsequently at the end of each reporting period. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
33
NOTE 8. STOCKHOLDERS’ DEFICIT
Preferred stock
—
The Company is authorized to issue
Common stock
—
The Company is authorized to issue
Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right or a Private Right will automatically receive one-twentieth (1/20) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right or a Private Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share underlying each right upon consummation of the Business Combination.
The Company will not issue
fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or
otherwise addressed in accordance with the applicable provisions of Delaware law. As a result, the holders of the rights must hold rights
in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company
is unable to complete an initial Business Combination within the Amended Combination Period and the Company redeems the Public Shares
for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire
worthless. As of September 30, 2025 and March 31, 2025, there were
34
NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description |
Amount at
Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||
| September 30, 2025 | ||||||||||||||||
| Assets | ||||||||||||||||
| Investments held in Trust Account: | ||||||||||||||||
| Interest-bearing demand deposits | $ |
|
$ |
|
$ | $ | ||||||||||
| Liabilities | ||||||||||||||||
| Warrant liability - Private Warrants | $ |
|
$ | $ | $ |
|
||||||||||
| Description |
Amount at
Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||
| March 31, 2025 | ||||||||||||||||
| Assets | ||||||||||||||||
| Investments held in Trust Account: | ||||||||||||||||
| Money Market investments | $ |
|
$ |
|
$ | $ | ||||||||||
| Liabilities | ||||||||||||||||
| Warrant liability - Private Warrants | $ |
|
$ | $ | $ |
|
||||||||||
The Company utilizes the Black-Scholes method to value the Private Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock using the implied volatility of the comparable companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the Private Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The following table provides the significant inputs to the Black-Scholes method for the fair value of the Private Warrants:
|
As of
August 2021 (Initial Measurement) |
As of
September 30 2025 |
As of
March 31, 2025 |
||||||||||
| Unit price | $ |
|
$ |
|
$ |
|
||||||
| Common stock price | $ |
|
$ |
|
$ |
|
||||||
| Dividend yield | % | % | % | |||||||||
| Term to Business Combination (years) |
|
|
|
|||||||||
| Volatility |
|
% |
|
% |
|
% | ||||||
| Risk-free rate |
|
% |
|
% |
|
% | ||||||
| Fair value | $ |
|
$ |
|
$ |
|
||||||
35
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
| Fair value as of January 15, 2021 (inception) | $ | |||
| Initial measurement as of August 2, 2021 |
|
|||
| Additional warrants issued in over-allotment |
|
|||
| Fair value as of August 2, 2021 | $ |
|
||
| Change in valuation inputs or other assumptions |
(
|
) | ||
| Fair value as of June 30, 2022 | $ |
|
||
| Change in valuation inputs or other assumptions |
(
|
) | ||
| Fair value as of March 31, 2023 | $ |
|
||
| Change in valuation inputs or other assumptions |
|
|||
| Fair value as of March 31, 2024 | $ |
|
||
| Change in valuation inputs or other assumptions |
(
|
) | ||
| Fair value as of March 31, 2025 | $ |
|
||
| Change in valuation inputs or other assumptions |
(
|
) | ||
| Fair value as of September 30, 2025 | $ |
|
Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the period from April 01, 2024, through September 30, 2025.
The Company recognized losses
of $
NOTE 10. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| September 30 | September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Interest earned on investments held in Trust Account | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Investments held in Trust Account | $ |
|
$ |
|
||||
36
The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Interest earned on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the unaudited financial statements.
Extension
On October 24, 2025 the Company
made a deposit of $
37
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to International Media Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Prior Sponsor” refer to Content Creation Media LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly 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 Quarterly 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 the Risk Factors section of the Company’s final prospectus for its Initial Public Offering (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”). 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.
Overview
We are a blank check company incorporated on January 15, 2021, in Delaware and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the “ Initial Public Offering ”) and the private placement of the Private Units (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
The issuance of additional shares in connection with an initial business combination:
| ● | may significantly dilute the equity interest of our investors who would not have pre-emption rights in respect of any such issuance; |
| ● | may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock; |
| ● | could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
| ● | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
| ● | may adversely affect prevailing market prices for our common stock, rights and/or warrants. |
Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:
| ● | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
| ● | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
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| ● | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
| ● | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
| ● | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; |
| ● | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; |
| ● | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
| ● | other purposes and other disadvantages compared to our competitors who have less debt. |
We expect to continue to incur significant costs in the pursuit of our initial business combination plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Recent Developments
Extension Payments
On July 25, 2025, August 25, 2025, September 25, 2025 and October 24, 2025, 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 December 2, 2025.
Results of Operations
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 September 30, 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.
For the three months ended September 30, 2025, we had net loss of $96,967, which consisted of operating costs of $99,876, franchise tax of $40,000, income tax provision of $(1,667) and change in warrant liability of $7,172, partially offset by interest income on investments held in the trust account of $34,069. For the three months ended September 30, 2024, we had had net loss of $170,303, which consisted of operating costs of $152,957, franchise tax of $50,000, income tax provision of $27,805 and change in warrant liability of $88,455, offset by interest income on investments held in the trust account of $148,914.
For the six months ended September 30, 2025, we had a net loss of $217,047, which consisted of operating costs of $213,719, franchise tax of $66,200, income tax provision of $881 and an increase in warrant liability of $5,578, offset by interest income on investments held in the trust account of $69,331. For the six months ended September 30, 2024, we had a net loss of $325,170, which consisted of operating costs of $373,847, franchise tax of $100,000, income tax provision of $55,491 and an increase in warrant liability of $93,237, offset by interest income on investments held in the trust account of $297,405 .
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Liquidity and Capital Resources
On August 2, 2021, we consummated the Initial Public Offering of 20,000,000 units (the “ Units ”), at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one share of common stock (“ Public Share ”), one right (“ Public Right ”) and one redeemable warrant (“ Public Warrant ”). Each Public Right entitles the holder to receive one-twentieth of one share of common stock at the closing of our initial business combination. Each Public Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share.
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.
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.
On August 6, 2021, in connection with the underwriters’ exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, we consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $30,000,000.
Simultaneously with the closing of the exercise of the over-allotment option, we consummated the sale of an additional 82,500 Private Units, at a price of $10.00 per Private Unit, in a private placement to our Prior Sponsor, generating gross proceeds of $825,000.
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.
As of September 30, 2025, the Company had no cash and a working capital deficit of $7,049,524. Accumulated deficit balances were $15,083,870 and $14,852,574 as of September 30, 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.
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Management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs or to complete a Business Combination by December 2, 2025 (or January 2, 2027, if it fully exercises its option to extend the date to consummate a business combination), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to IMAQ to pay income and other tax obligations owed by IMAQ, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of IMAQ’s remaining stockholders and their board of directors, dissolve and liquidate, subject in each case to IMAQ’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law Management has determined that the mandatory liquidation, if a Business Combination not occur, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 2, 2025 (or January 2, 2027, if it exercises its option to extend the date to consummate a business combination). Management plans to continue to draw down the funds on its promissory notes, repayable promptly on demand and, in any event, no later than the date on which the Company terminates or consummates an initial business combination. There is no assurance that the Company’s plans to consummate a business combination will be successful.
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.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 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.
Contractual Obligations
Registration Rights
The holders of the Founder Shares, the Private Units and any units that may be issued upon conversion of the Working Capital Loans or extension loans (and any securities underlying the Private Units or units issued upon conversion of the Working Capital Loans or extension loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Pursuant to the underwriting agreement entered into on July 28, 2021, the underwriters in the IPO are entitled to a deferred fee of 3.5% of the gross proceeds of the IPO and over-allotment, or $8,050,000. The deferred fee will be payable to the underwriters solely in the event that we complete a business combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any underwriting fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.
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Lock-Up Agreements
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 ”).
Joinder Agreement
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.
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.
Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company
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.
Voting and Support Agreements
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.
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
Agreement Regarding Representations and Warranties
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.
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VCI Loan Agreement
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”).
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.
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.
Equity Line of Credit Agreement
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.
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.
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.
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.
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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.
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.
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.
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.
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.
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Promissory Notes to Prior Sponsor
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.
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.
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.
On August 10, 2022, the Company issued the August 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of $895,000 in three installments of (i) up to $195,000 no later than July 31, 2022, (ii) up to $500,000 no later than October 31, 2022, and (iii) up to $200,000 no later than January 31, 2023 at the Company’s discretion. The August 2022 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.
On November 18, 2022, the Company issued the November 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of $300,000 no later than March 31, 2023, at the Company’s discretion. The November 2022 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.
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.
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The Amended Post-IPO Promissory Note, the August 2022 Promissory Note, the November 2022 Promissory Note and the February 2023 Promissory Note are collectively referred to as the “ CCM Prior Notes ”. On March 11, 2025, the Company entered into four amendments to the CCM Prior Notes, the Second Amended Post-IPO Note, the Amended August 2022 Note, the Amended November 2022 Note, and the Amended February 2023 Note, collectively referred to as the “ Amendments to the CCM Promissory Notes ”) with the Prior Sponsor. Pursuant to the Amendments to the CCM Promissory Notes, the Prior Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common Stock pursuant to the Second Amended Post-IPO Note, Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note, respectively, which equals to an aggregate of 206,656 Shares of Common Stock after the date on which the Company consummates a Business Combination as final and full settlement of all outstanding amounts owed under the CCM Prior Notes issued to the Prior Sponsor by the Company, which shall be subject to a 12-month lock-up as described in the Lock-Up Agreement dated March 11, 2025.
As of September 30, 2025 and March 31, 2025, $2,445,000 were outstanding under all four promissory notes issued to the Prior Sponsor.
Promissory Notes - JC Unify
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.
On February 27, 2024, the Company issued Promissory Note B in the aggregate principal amount of up to $530,000 to the Buyer. Pursuant to Promissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to $530,000. The Promissory Note B 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 B 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 Promissory Note B does not bear interest. The proceeds of Promissory Note B 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.
On February 27, 2024, the Company issued Promissory Note C in the aggregate principal amount of up to $470,000 to the Buyer. Pursuant to Promissory Note C, the Buyer agreed to loan to the Company an aggregate amount of up to $470,000. The Promissory Note C 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 C does not bear interest and 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.
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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
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.
As of September 30, 2025 and March 31, 2025, $2,943,971 and $ 2,659,713 were outstanding, respectively, under all the promissory notes issued to JC Unify.
Issuance of Promissory Note – Wei-Hua Chang
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.
Due to Prior Sponsor
The Company received additional funds from the Prior Sponsor to finance term extension fees. As of September 30, 2025 and March 31, 2025, the amount due to related party was $656,913.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans ”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units.
As of September 30, 2025 and March 31,2025, the Company had no borrowings under the related party loans.
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Polar Loan Agreement
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.
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.
The proceeds of the Polar Loan will be used for the Company to fund amounts deposited into the Company’s trust account in connection with each extension.
Administrative Support Agreement
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Prior Sponsor up to a total of $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or liquidation, the Company will cease paying these monthly fees. In April 2023 the agreement was terminated and the amount due was waived. Since then, no further payment has accrued or paid under this agreement.
Underwriting Agreement
On July 28, 2021, in connection with the Initial Public Offering, the Company entered into an underwriting agreement with Chardan Capital Markets, LLC, as representative of the underwriters named therein.
Pursuant to the underwriting agreement, the underwriters were paid a cash underwriting discount of $0.20 per Unit sold in the Initial Public Offering, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per Unit sold in the Initial Public Offering, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.
On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any underwriting fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.
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Right of First Refusal
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.
Chief Financial Officer Agreement
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 September 30, 2025 and March 31, 2025.
Consulting Agreements
We have engaged Ontogeny to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support and business plans for us. We paid Ontogeny $40,000 at the time of signing the engagement agreement and $35,000 upon the filing of the registration statement relating to the Initial Public Offering. We paid Ontogeny an aggregate of $1,650,000 upon the closing of the Initial Public Offering and exercise of the underwriters’ over-allotment option. In addition, upon the consummation of our initial business combination, we have agreed to pay Ontogeny $2,875,000 for certain management consulting and corporate advisory services. On November 10, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common stock of the post-Business Combination company in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of all obligations owed to Ontogeny by the Company. The payment will be made concurrently with the closing of the Business Combination.
On September 17, 2021, the Company entered into a consulting agreement, effective as of September 1, 2021, with F. Jacob Cherian, pursuant to which the Company engaged Mr. Cherian to provide financial advisory services to us for a period of 12 months. In consideration for his services, we agreed to pay Mr. Cherian a monthly consulting fee of $12,000 per month. The agreement was terminated in April 2022, and no further payments have since accrued or been paid under this agreement.
On October 29, 2021, the Company entered into a letter of engagement and terms of business with Sterling Media Ltd (“ Sterling Media ”) (the “ Sterling Agreement ”), pursuant to which the Company engaged Sterling Media to provide strategic media coverage for the Company. In consideration for the services Sterling Media provides to the Company, the Company agreed to pay Sterling Media a total fee of £20,000. On November 7, 2023, the Company entered into an agreement with Sterling Media, whereby Sterling Media agreed to receive GBP 6,000 in accordance with the Sterling Agreement, as full and final satisfaction of all obligations owed to Sterling Media by the Company. Upon receipt of the payment, all payment obligations of the Company to Sterling Media were cancelled and terminated and there is no further amount due under the Sterling Agreement. On February 14, 2024, the Company repaid the outstanding fees of $12,145, as such, no further amount under the Sterling Agreement.
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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 September 30, 2025 and March 31, 2025, the Company accrued $162,000 consulting fees.
On January 12, 2022, the Company entered into a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide capital markets advisory services commencing from January 12, 2022 and ending on the close of a potential placement related to our initial business combination. In consideration for the services Chardan will provide to the Company, the Company agreed to pay Chardan a total fee of 5% of the aggregate sales price of securities sold in the financing transaction plus reimbursement of out-of-pocket expenses capped at $25,000.
On January 12, 2022, the Company also entered into a letter of engagement with Chardan, pursuant to which we engaged Chardan to provide merger and acquisition advisory services commencing from January 12, 2022 and ending on close of our initial business combination. In consideration for the services Chardan provides to the Company, the Company agreed to pay Chardan a total fee equal to: (i) if we enter into a business combination involving a party other than a target introduced by Chardan, one-half of one percent (0.5%) of the aggregate value of the business combination; and (ii) if we consummate a business combination with a target introduced by Chardan, three percent (3%) of the first $100 million aggregate value of the target, two percent (2.0%) of the aggregate value of the target greater than $100 million but less than $200 million, and one percent (1.0%) of the aggregate value of the target greater than $200 million but less than $300 million, paid at the close of the business combination plus reimbursement of out-of-pocket expenses capped at $25,000.
On March 18, 2022, the Company entered into an engagement letter with Ontogeny Capital relating to corporate advisory & management consultancy services for the purpose of raising capital in form of a private investment in public equity (“ PIPE ”) financing. Ontogeny Capital will receive a contingent fee equal to 5% of the gross proceeds of securities sold in the PIPE up to $75 million in gross proceeds and 5.5% of the gross proceeds of securities sold in the PIPE from $75 million up to $150 million in gross proceeds. The engagement letter also provides for an additional incremental discretionary fee of 0.5% of gross proceeds if the gross proceeds of securities sold in a PIPE are above $150 million. The agreement was terminated on February 14, 2023.
On June 9, 2022, the Company entered into a letter of engagement with ADAS Capital Partners and Lone Cypress Holdings (“ ADAS ”), pursuant to which we engaged ADAS to provide Company with introduction to investors residing in geographies outside of United States of America, assist in negotiations with introduced parties, assist with closing with introduced parties, assets with getting certain capital back from certain individuals and any other services deemed appropriate. In consideration for the services ADAS will provide to us, we agreed to pay ADAS a total fee of $25,000. The engagement ended on June 22, 2023.
On June 24, 2022, the Company entered into a letter of engagement with Morrow Sodali (“ Morrow ”) (the “ Morrow Agreement ”), pursuant to which we engaged Morrow to act as Solicitation Agent for our shareholders in connection with Company’s Special Meeting (Extension Meeting) held in the third quarter of 2022. In consideration for the services Morrow provided to us, we agreed to pay Morrow a total estimated fee of $25,000. On November 7, 2023, the Company entered into an agreement with Morrow, whereby Morrow agreed to receive $9,630 in accordance with the Morrow Agreement, as full and final satisfaction of all obligations owed to Morrow by the Company. On March 12, 2025, the Company paid the outstanding amount of $9,630, and as such, no further amount due under the engagement.
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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.
On July 7, 2022, the Company entered into a letter of engagement with Baker, pursuant to which we engaged Baker to provide Valuation of Intellectual Properties. In consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated fee of $10,000. On February 14, 2024, the Company paid the outstanding amount of $7,766, as such, no further amount due under the engagement.
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.
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.
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 September 30, 2025 and March 31, 2025, a total amount of 247,963 (including $68,460 other legal fees) and $235,798 were outstanding and accrued, respectively.
Critical Accounting Policies and Estimates
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:
Net Loss Per Share of Common Stock
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.
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Warrant Liability
We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annual period end date while the warrants are outstanding.
Common Stock Subject to Possible Redemption
All of the remaining Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with the initial business combination and in connection with certain amendments to our Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable Public Shares have been classified outside of permanent equity.
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.
Recent Accounting Standards
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.
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.
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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.
Share Based Payment Arrangements
On July 7, 2021, the Prior Sponsor entered into agreements with two independent directors to transfer 95,000 Founder Shares to each director, subject to and upon closing of our initial business combination. As such, under ASC 718, these shares are transferred subject to a performance condition and compensation expense will be recognized at the date of a business combination when earned.
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.
On September 17, 2021, the Prior Sponsor sold 25,000 of its Founder Shares to an additional independent director (the “ Additional Independent Director ”) for 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 Additional Director was determined to be $141,250 as of September 17, 2021.
On September 17, 2021, the Prior Sponsor sold 75,000 of its Founder Shares to an independent consultant (the “ Consultant ”) for 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 Consultant was determined to be $423,750 as of September 17, 2021.
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 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 Polar making the Polar Initial Loan available to Prior 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).
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.
On July 7, 2021, the Prior Sponsor entered into a subscription agreement with Suresh Ramamurthi, whereby the Prior Sponsor agreed to issue to Suresh Ramamurthi 95,000 insider shares as described in the Prospectus of the Company. On December 18, 2023, the Company entered into a director letter agreement with Suresh Ramamurthi whereby the Company agreed to issue the insider shares as stipulated in the subscription agreement. The shares will be issued concurrently with the closing of the Business Combination.
On July 20, 2021, the Prior Sponsor entered into a subscription agreement with David M. Taghioff, whereby the Prior Sponsor agreed to issue to David M. Taghioff 95,000 insider shares as described in the Prospectus of the Company. On December 18, 2023, the Company entered into a director letter agreement with David M. Taghioff whereby the Company agreed to issue the insider shares as stipulated in the subscription agreement. The shares will be issued concurrently with the closing of the Business Combination.
On November 9, 2023, the Company entered into an agreement with Priyanka Agarwal, whereby Priyanka Agarwal agreed to receive 12,825 shares of common stock of the post-Business Combination company in accordance with the consulting agreement signed on October 29, 2021, as full and final satisfaction of all and any service fees owed to Priyanka Agarwal by the Company. The shares will be issued concurrently with the closing of the Business Combination.
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On November 9, 2023, the Company entered into an agreement with Vishwas Joshi, our previous Chief Financial Officer, whereby Vishwas Joshi agreed to receive 36,000 shares of common stock of the post-Business Combination company in accordance with the Chief Financial Officer Agreement, 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.
On November 9, 2023, the Company entered into an agreement with ALMT Legal, Advocates & Solicitor (“ALMT”), whereby ALMT agreed to receive (i) $75,000 and (ii) 11,000 shares of common stock of the post-Business Combination company in accordance with the agreement signed on November 10, 2021, as full and final satisfaction of all and any service fees owed to ALMT by the Company. The payment of $75,000 was made and the shares will be issued concurrently with the closing of the Business Combination.
On November 10, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common stock of the post-Business Combination company in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of all obligations owed to Ontogeny by the Company. The shares will be issued concurrently with the closing of the Business Combination.
On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any service fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer, who is also our principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based upon that evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective as of September 30, 2025.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business and other contingencies from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.
ITEM 1A. RISK FACTORS
As a smaller reporting company, the Company is not required to provide Risk Factors in this Quarterly Report on Form 10-Q. However, in addition to the risk factors disclosed in our prospectus filed with the SEC on July 29, 2021, the Company had identified additional risk factors as disclosed in its Annual Report filed on Form 10-K for the fiscal year ended March 31, 2025. There has been no material change in the Risk Factors as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025. Any of those factors could result in a significant or material adverse effect on our results of operations or financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report:
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer (Principal Executive, Financial and Accounting Officer) Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer (Principal Executive, Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| International Media Acquisition Corp. | ||
| Date: November 13, 2025 | ||
| By: | /s/ Yu-Fang Chiu | |
| Yu-Fang Chiu | ||
| Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive Officer and Principal Financial Officer) | ||
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