UNITED STATES
___________________
SCHEDULE 14A
___________________
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for the use of the Commission only (as permitted by Rule 14a
-6
(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to §240.14a
-12
INTERNATIONAL
MEDIA ACQUISITION CORP.
________________________________________________________________
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a
-6
(i)(1) and 0
-11
.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
(Name of Registrant as Specified in its
Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
INTERNATIONAL MEDIA
ACQUISITION CORP.
PROXY STATEMENT FOR ANNUAL GENERAL MEETING
December
9, 2024
Dear Stockholders:
You are cordially invited to attend the Annual General Meeting (the “
Annual General Meeting
”) of International Media Acquisition Corp., a Delaware limited liability company (“
International Media
” “
IMAQ
”, the “
Company
,” “
we
,” “
us
” or “
our
”), to be held on December
30, 2024, at 9:00 a.m., Eastern Time, at the offices of Loeb Loeb LLP, located at 345 Park Avenue, New York, NY 10154, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually via the Internet. You will be able to attend the Annual General Meeting online, vote, and submit your questions during the Annual General Meeting by visiting
https://www.cstproxy.com/imac/agm2024
or dialing 1 800
-450-7155
or +1 857
-999-9155
using the following information:
Meeting ID: 6763082#
While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb Loeb LLP. The accompanying proxy statement is dated December
9, 2024, and is first being mailed to stockholders of the Company on or about December
10, 2024. The Notice of Annual Meeting of Stockholders, the Proxy Statement and the proxy card accompany this letter are also available at
https://www.cstproxy.com/imac/
agm
2024
.
Even if you are planning on attending the Annual General Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Annual General Meeting. It is strongly recommended that you complete and return your proxy card before the Annual General Meeting date to ensure that your shares will be represented at the Annual General Meeting. Instructions on how to vote your shares are on the proxy materials you received for the Annual General Meeting.
As discussed in the enclosed Proxy Statement, the purpose of the Annual General Meeting is to consider and vote upon the following proposals:
(i)
Proposal 1
—
The Charter Amendment Proposal
— A proposal to amend IMAQ’s current certificate of incorporation (the “Current Charter”) to extend the date by which it has to consummate a business combination (the “Combination Period”) for twenty
-four
(24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (the “
Charter Amendment Proposal
”)
(ii)
Proposal 2 — Trust Amendment Proposal —
A proposal to amend IMAQ’s investment management trust agreement, dated as of July 28, 2021, as amended on July 26, 2022, January 27, 2023, July 31, 2023, (the “
Trust Agreement
”), by and between the Company and Continental Stock Transfer Trust Company (the “Trustee”), allowing the Company to extend the Combination Period for twenty
-four
(24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (i.e., for a total period of time ending 65 months from the consummation of the IPO) (as amended, the “
Trust Amendment
”) by depositing into the trust account (the “
Trust Account
”) $2,000 for each one
-month
extension (each, an “
Extension Payment
”) (the “
Trust Amendment Proposal
”);
(iii)
Proposal 3
—
Target Amendment Proposal
— A proposal to allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “
Target Amendment Proposal
”); and
(iv)
Proposal No. 4
—
The Director Proposal
— a proposal to elect one Class I director to the Company’s board of directors until the expiration of his or her term or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. This proposal is referred to as the “
Director Proposal
”. The term of the Class I directors will end at our annual meeting held in 2028.
1604 US Highway 130
North Brunswick, NJ 08902
(212) 960-3677
OF STOCKHOLDERS OF INTERNATIONAL MEDIA ACQUISITION CORP.
Passcode: 6763082#
(v) Proposal No. 5 — The Adjournment Proposal — To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “ Adjournment Proposal ”).
Each of the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before you vote.
The Board has fixed the close of business on December 3, 2024 (the “Record Date”) as the date for determining stockholders entitled to receive notice of and vote at the Annual General Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Annual General Meeting or any adjournment thereof.
You are not being asked to vote on a Business Combination at this time.
The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company an option to further extend the time to complete an initial business combination (the “Business Combination” ). Pursuant to the Company’s Current Charter, the Company must consummate a Business Combination by January 2, 2025 (assuming the Company extends the date by which IMAQ must consummate a business combination to the maximum time allowed, i.e., 41 months from the consummation of the IPO, the “Termination Date”).
If the Charter Amendment Proposal and Trust Amendment are approved, the Company will instead have the right to extend the Combination Period twenty -four (24) times for an additional one (1) month each time up to January 2, 2027 to complete a Business Combination, provided that the Extension Payment of $2,000 per month (the “ Extension Payment ”) is deposited into the Trust Account on or prior to the date of the same applicable deadline. Assuming that there are no redemptions, the Extension Payment would result in additional amount per public share of approximately $0.002 per month.
IMAQ management believes that if the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Buyer (as defined below) or their affiliates will, if needed, contribute a sufficient amount to the Company as a loan (each loan being referred to herein as a “Contribution” ) for the Company to deposit the funds into the Trust Account as the Extension Payment and to extend the business combination period for an additional one (1) month period each time for a total of twenty -four (24) times. Each Extension Payment will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) shall be made in the form of non -interest bearing, unsecured promissory notes. If we complete a Business Combination, we will, at the option of the Sponsor, repay the Contribution or convert a portion or all of the amounts loaned under such Contribution into units, which units will be identical to the private placement units issued to our Sponsor that closed concurrently with our initial public offering as described in the registration statement for our initial public offering. The Company will not be obligated to repay the loans if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.
The purpose of the Target Amendment Proposal is to afford the Company with flexibility for its search of target to undertake an initial business combination (the “Business Combination”). Pursuant to its initial public offering prospectus, the Company currently cannot undertake a Business Combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “ China -based Target ”). If the Target Amendment Proposal is approved, the Company shall have the right to undertake a Business Combination with a China -based Target . This will allow the Company to access a larger pool of target candidates and provide additional flexibility for the Company to consummate a Business Combination by the Termination Date.
IMAQ’s board of directors (the “ Board ”) has determined that given the Company’s expenditure of time, efforts and money on identifying suitable target business and completion of a Business Combination, and the market opportunity the Company has observed in the People’s Republic of China (including Hong Kong and Macau) (the “ PRC ”, or “ China ”), it is in the best interests of its shareholder to approve the Target Amendment Proposal. If the Target Amendment Proposal is approved, there will be no restriction in the geographic location of targets that we can pursue, and we may pursue a Business Combination with a China -based Target. If we undertake a Business Combination with a China -based Target, we will be subject to legal and operational risks associated with being based in China. See “ Proposal 3 — The Target Amendment Proposal — Risks Related to Our Possible Business Combination with a China -based Target ” for details.
The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company an option to further extend the Combination Period. The Current Charter provides that the Company has until January 2, 2025 (if extended to the maximum time allowed under the Current Charter) to complete its initial business combination. The purpose of the Target Amendment Proposal is to afford the Company with flexibility for its search of target to undertake a Business Combination. You are not being asked to vote on any business combination at this time. If the Charter Amendment, the Trust Amendment and the Target Amendment are implemented and you do not elect to redeem your public shares now, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated the business combination by the applicable termination date.
On November 10, 2023, the Company entered into a Securities Purchase Agreement (amended on January 31, 2024, and as amended from time to time, the “Securities Purchase Agreement”) with JC Unify Capital (Holdings) Limited, a BVI company (“JC Unify” or the “Buyer”), the Sponsor, and Shibasish Sarkar, pursuant to which, among other things, (i) the Sponsor agreed to sell, and JC Unify agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total Company Securities owned by the Sponsor (“Transferred Sponsor SPAC Securities”) for an aggregate purchase price of $1.00 (the “Closing Cash Purchase Price”), (ii) the Sellers shall deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of the SPAC, other than the officer and director(s) as mutually agreed (iii) in connection with the issuance of a $1,300,000 promissory note by JC Unify to the Company, the SPAC shall issue (i) 100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan Capital Markets LLC (the “Chardan”), $50,000 shall be rebated via wire transfer from the Chardan to the Sponsor at the Closing, (v) the Sellers and JC Unify agree and acknowledge that the Company shall purchase directors and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer or director of the SPAC prior to the signing of the SPA (“Initial Officers and Directors”) with coverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations.
The obligation of JC Unify and Sellers in connection with the Closing are subject to the satisfaction (or waiver) of the certain conditions as described in the Securities Purchase Agreement.
On January 31, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the “January 2024 Promissory Note”) 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 Common Stock of the Company (the “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 an unsecured promissory note in the aggregate principal amount of up to $530,000 (the “Promissory Note B”) 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 an unsecured promissory note in the aggregate principal amount of up to $470,000 (the “Promissory Note C”) 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.
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 “Prior Notes”) with JC Unify Capital (Holdings) Limited (the “Amendments to the Promissory Notes”). Pursuant to the Amendments to the Promissory Notes, JC Unify Capital (Holdings) Limited has the right to convert the Prior Notes into units consisting of one share of Common Stock of the Company and one right to receive one -twentieth of one share of Common Stock of the Company (together, the “Conversion Securities”), with no fractional Conversion Securities to be issued upon conversion, and the Prior Notes to be converted immediately prior to the closing of the Business Combination. The Amendments to the Promissory Notes also amended the events of default, so that the failure of the Company to issue Conversion Securities constitutes a failure to make required payments, constituting an event of default.
In connection with the Annual General Meeting, public stockholders may elect (the “ Election ”) to redeem their shares for a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to IMAQ to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal and the Adjournment Proposal, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Charter Amendment Proposal, the Trust Amendment Proposal and the Target Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when a business combination is submitted to a vote by the stockholders, subject to any limitations set forth in our Charter. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately $11.5 million of marketable securities as of December 3, 2024. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if IMAQ has not completed a business combination by January 2, 2027 (if extended to the maximum time allowed). Our Sponsor, other initial stockholders, and our initial officers and directors (collectively, “Initial Stockholders”), own an aggregate of 5,750,000 shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to the IPO and our Sponsor owns 796,900 units, which we refer to as the “Private Placement Units”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.
To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior to the Annual General Meeting (or December 26 , 2024). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit / Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
As of December 3, 2024, there was approximately $11.5 million in the Trust Account. If the Target Amendment Proposal is approved, there will be no restriction in the geographic location of targets that we can pursue, and we may pursue a Business Combination with a China -based Target. If the Charter Amendment Proposal is approved and the Company extends the Combination Period up to January 2, 2027, with twenty -four (24) one -month extensions after January 2, 2025, the redemption price per share at the meeting for the Business Combination or the Company’s subsequent liquidation will be approximately $11.80 per share (without taking into account any extension deposits or interest earned after December 3, 2024 and before deducting any taxes payable).
If the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal and the Director Proposal are not approved, and we have not consummated a business combination by January 2, 2025, we will (a) (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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 the Company to pay taxes, 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.
Subject to the foregoing, the affirmative vote of at least a majority of the Company’s outstanding common stock, including the common stock owned by our Initial Stockholders (the “ Common Stock ”), will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. A majority of the shares represented in person or by proxy at the Annual General Meeting will be required to approve the Target Amendment Proposal. Assuming a quorum is present, the Class I director will be elected by a plurality of the votes cast. Notwithstanding stockholder approval our Board will retain the right to abandon and not implement the Charter Amendment Proposal, the Trust Amendment Proposal and the Target Amendment Proposal at any time without any further action by our stockholders. The Adjournment Proposal will require the affirmative vote of a majority of the share present in person or by proxy and will only be put forth for a vote if the Chairman of the Annual General Meeting may deem necessary or appropriate to adjourn the Annual General Meeting to a later date or dates.
Our Board has fixed the close of business on December 3, 2024, as the date for determining the Company’s shareholders entitled to receive notice of and vote at the Annual General Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Annual General Meeting or any adjournment thereof.
We know that many of our shareholders will be unable to attend the Annual General Meeting. We are soliciting proxies so that each shareholder of record has an opportunity to vote on all matters that are scheduled to come before the shareholders at the Annual General Meeting. Whether or not you plan to participate at the Annual General Meeting, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Annual General Meeting. Regardless of the number of IMAQ shares you own, your attendance or by proxy is important for quorum purposes and your vote is important for proper corporate action.
Our Board of Directors has determined that it is in the best interests of our shareholders to allow the Company to effect the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal and to re -elect Shibasish Sarkar as a Class I director. After careful consideration of all relevant factors, the Board of Directors has determined that each of the proposals is advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
IMAQ’s Initial Stockholders, IMAQ’s current directors and officers and JC Unify have interests in the Charter Amendment Proposal, the Trust Amendment Proposal, and Target Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and Private Units (both as defined below). See the section entitled “ Annual General Meeting of IMAQ Shareholders — Interests of the Initial Stockholder s” in this proxy statement.
Enclosed is the Proxy Statement containing detailed information concerning the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal and the Adjournment Proposal at the Annual General Meeting. Whether or not you plan to participate in the Annual General Meeting, we urge you to read this material carefully and vote your shares. Thank you for your continuing interest in International Media Acquisition Corp.
|
Sincerely, |
||
|
/s/ Shibasish Sarkar |
||
|
Shibasish Sarkar |
||
|
Chief Executive Officer |
||
|
December 9, 2024 |
INTERNATIONAL MEDIA ACQUISITION CORP.
NOTICE OF ANNUAL GENERAL MEETING
OF STOCKHOLDERS
TO BE
HELD ON
DECEMBER
30
, 2024
December 9, 2024
To the Stockholders of International Media Acquisition Corp.:
NOTICE IS HEREBY GIVEN that an Annual General Meeting of Stockholders (the “ Annual General Meeting ”) of International Media Acquisition Corp. (the “ Company ,” “ IMAQ ” or “ we ”), a Delaware corporation, will be held on December 30, 2024, at 9:00 a.m. Eastern Time. The Company will be holding the Annual General Meeting at the offices of Loeb Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via the Internet. You will be able to attend the Annual General Meeting online, vote, and submit your questions during the Annual General Meeting by visiting https://www.cstproxy.com/imac/ ag m2024 or dialing 1 800 -450-7155 or +1 857 -999-9155 using the following information:
Meeting ID: 6763082#
Passcode: 6763082#
The purpose of the Annual General Meeting will be to consider and vote upon the following proposals:
(i) Proposal 1 — The Charter Amendment Proposal — A proposal to amend IMAQ’s current certificate of incorporation (the “Current Charter”) to extend the date by which it has to consummate a business combination (the “Combination Period”) for twenty -four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (the “ Charter Amendment Proposal ”)
(ii) Proposal 2 — Trust Amendment Proposal — A proposal to amend IMAQ’s investment management trust agreement, dated as of July 28, 2021, as amended on July 26, 2022, January 27, 2023, July 31, 2023 and January 2, 2024, (the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer Trust Company (the “Trustee”), allowing the Company to extend the Combination Period for twenty -four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (i.e., for a total period of time ending 65 months from the consummation of the IPO) (as amended, the “ Trust Amendment ”) by depositing into the trust account (the “ Trust Account ”) $2,000 for each one -month extension (each, an “ Extension Payment ”) (the “ Trust Amendment Proposal ”);
(iii) Proposal 3 — Target Amendment Proposal — A proposal to allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “ Target Amendment Proposal ”); and
(iv) Proposal No. 4 — The Director Proposal — a proposal to elect one Class I director to the Company’s board of directors until the expiration of his or her term or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. This proposal is referred to as the “ Director Proposal ”. The term of the Class I directors will end at our annual meeting held in 2028.
(v) Proposal 5 — The Adjournment Proposal — To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “ Adjournment Proposal ”).
Each of the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before you vote.
The Board of Directors has fixed the close of business on December 3, 2024 as the record date for the Annual General Meeting and only holders of shares of record at that time will be entitled to notice of and to vote at the Annual General Meeting or any adjournment or adjournments thereof.
|
By Order of the Board of Directors |
||
|
/s/ Shibasish Sarkar |
||
|
Chief Executive Officer |
||
|
North Brunswick,
| ||
|
December 9, 2024 |
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL GENERAL MEETING, YOU ARE RESPECTFULLY REQUESTED BY THE COMPANY’S BOARD OF DIRECTORS TO INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY AND SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY, OR FOLLOW THE INSTRUCTIONS CONTAINED IN THE PROXY CARD OR VOTING INSTRUCTIONS PROVIDED BY YOUR BROKER. IF YOU GRANT A PROXY, YOU MAY REVOKE IT AT ANY TIME PRIOR TO THE ANNUAL GENERAL MEETING.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 30 , 2024. THIS PROXY STATEMENT TO THE STOCKHOLDERS WILL BE AVAILABLE AT https://www.cstproxy.com/imac/ ag m2024.
INTERNATIONAL MEDIA ACQUISITION CORP.
1604
US Highway 130
North Brunswick, NJ 08902
FORWARD LOOKING STATEMENTS
This proxy statement contains statements that are forward -looking and as such are not historical facts. This includes, without limitation, statements regarding the plans and objectives of management for future operations, including as they relate to a business combination. These statements constitute projections, forecasts and forward -looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward -looking statements, but the absence of these words does not mean that a statement is not forward -looking . When the Company discusses its strategies or plans, including as they relate to a business combination, it is making projections, forecasts or forward -looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo -political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10 -K , as amended, filed with the SEC on August 8, 2024 and Form 10 -Q filed with the SEC on November 13, 2024, and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and stockholders’ value are beyond the Company’s ability to control or predict.
All such forward -looking statements speak only as of the date of this proxy statement. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward -looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward -looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Forward -Looking Statements” section.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Annual General Meeting to be held in person or virtually on December 30, 2024, or at any adjournments and/or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposal to be considered at the Annual General Meeting.
When and where is the Annual General Meeting?
The Annual General Meeting will be held on December 30, 2024, at 9:00 a.m., Eastern Time at the offices of Loeb Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and via the Internet. You will be able to attend the Annual General Meeting online, vote, and submit your questions during the Annual General Meeting by visiting https://www.cstproxy.com/imac/ ag m2024 or dialing 1 800 -450-7155 or +1 857 -999-9155 using the following information:
Meeting ID: 6763082#
Passcode: 6763082#
What are the proposals on which I am being asked to vote at the Annual General Meeting?
IMAQ shareholders are being asked to consider and vote on the following proposals:
1. The Charter Amendment Proposal — To amend IMAQ’s current certificate of incorporation (the “Current Charter”) to extend the date by which it has to consummate a business combination (the “Combination Period”) for twenty -four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (the “Charter Amendment Proposal”)
2. Trust Amendment Proposal — To amend IMAQ’s investment management trust agreement, dated as of July 28, 2021, as amended on July 26, 2022, January 27, 2023, July 31, 2023 and January 2, 2024, (the “Trust Agreement”), by and between the Company and Continental Stock Transfer Trust Company (the “Trustee”), allowing the Company to extend the Combination Period for twenty -four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (i.e., for a total period of time ending 65 months from the consummation of the IPO) (as amended, the “Trust Amendment”) by depositing into the trust account (the “Trust Account”) $2,000 for each one -month extension (each, an “Extension Payment”) (the “Trust Amendment Proposal”);
3. Target Amendment Proposal — To allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “Target Amendment Proposal”); and
4. Director Proposal — a proposal to elect one Class I director to the Company’s board of directors until the expiration of his or her term or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. This proposal is referred to as the “Director Proposal”. The term of the Class I directors will end at our annual meeting held in 2028.
5. Adjournment Proposal — To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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Are the proposals conditioned on one another?
The Charter Amendment Proposal and the Trust Amendment Proposal are cross -conditioned on the approval of each other. The Target Amendment Proposal, Director Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal. For more information, see “Proposal No. 1 — Charter Amendment Proposal,” “Proposal No. 2 — Trust Amendment Proposal”, “Proposal No. 3 — Target Amendment Proposal” “Proposal No. 4 — Director Proposal,” “Proposal No. 5 — Adjournment Proposal.”
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual General Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described below. If any matters not described in this proxy statement are properly presented at the Annual General Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual General Meeting is adjourned, the proxy holders can vote the shares on the new Annual General Meeting date as well, unless you have properly revoked your proxy instructions, as described elsewhere herein.
Can I attend the Annual General Meeting?
The Annual General Meeting will be held at 9:00 a.m., Eastern Time, on December 30, 2024, at the offices of Loeb Loeb LLP, located at 345 Park Avenue, New York, NY 10154, or virtually via live webcast. You will be able to attend the Annual General Meeting online, vote and submit your questions during the Annual General Meeting by visiting https://www.cstproxy.com/imac/ ag m2024 or dialing 1 800 -450-7155 or +1 857 -999-9155 using the following information:
Meeting ID: 6763082#
Passcode: 6763082#
We encourage you to access the Annual General Meeting webcast prior to the start time. While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb Loeb LLP. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre -addressed postage -paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares.
Where will I be able to find the voting results of the Annual General Meeting?
We will disclose voting results on a Current Report on Form 8 -K that we will file with the SEC within four business days after the Annual General Meeting. If final voting results are not available to us in time to file a Current Report on Form 8 -K within four business days after the Annual General Meeting, we will file a Current Report on Form 8 -K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8 -K as soon as they become available.
How do I change my vote?
Stockholders may send a later -dated , signed proxy card to the Company’s proxy solicitor, Advantage Proxy, Inc., Attention: Karen Smith, Toll Free: 1 -877-870-8565 , Collect: 1 -206-870-8565 , E -mail : ksmith@advantageproxy.com so that it is received prior to the vote at the Annual General Meeting (which is scheduled to take place on December 30, 2024). Stockholders also may revoke their proxy by sending a notice of revocation to the Company’s Chief Executive Officer, which must be received prior to the vote at the Annual General Meeting, or by attending the Annual General Meeting, revoking their proxy and voting in person. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
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How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR,” and “WITHHELD” votes, abstentions and broker non -votes for the proposal. A stockholder’s failure to vote by proxy or to vote in person at the meeting will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions and broker non -votes will be counted in connection with the determination of whether a valid quorum is established.
If my shares are held in “street name,” will my broker automatically vote them for me?
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non -discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non -discretionary ” items.
Your broker, bank, or nominee can vote your shares with respect to “non -discretionary ” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non -votes with respect to the proposals. We believe that the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal and the Director Proposal are “non -discretionary ” matters, and therefore, there will not be any broker non -votes at the Annual General Meeting.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual General Meeting for the Annual General Meeting to be properly held under our Charter. The presence, in person, by proxy, or if a corporation or other non -natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual General Meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so -called “broker non -votes ”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self -regulatory organization rules, its broker may not vote its shares on “non -discretionary ” matters. We believe that the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal and the Director Proposal are “non -discretionary ” matters.
Who can vote at the Annual General Meeting?
Holders of our common stock as of the close of business on December 3, 2024, the Record Date, are entitled to vote at the Annual General Meeting. As of the Record Date, there were 7,522,430 shares of common stock issued and outstanding, including 975,530 public shares. In deciding all matters at the Annual General Meeting, each stockholder will be entitled to one vote for each share of common stock held by them on the Record Date.
Registered Stockholders. If our shares are registered directly in your name with our transfer agent , Continental, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual General Meeting.
Street Name Stockholders. If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of common stock at the Annual General Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”
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Does the Board recommend voting for the approval of the proposals?
Yes. After careful consideration of the terms and conditions of the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal, and the Adjournment Proposal, the Board has determined that each of the foregoing proposals is in the best interests of the Company and its shareholders. The Board unanimously recommends that the Company shareholders vote “FOR” the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal, and if necessary, the Adjournment Proposal.
How do I vote?
If you are a holder of record of the Company’s common stock on December 3, 2024, the Record Date for the Annual General Meeting, you may vote in person or by virtual attendance at the Annual General Meeting or by submitting a proxy for the Annual General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre -addressed postage -paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Annual General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
What interests do IMAQ’s directors and officers, the Initial Stockholders and the Buyer have in the approval of the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal and the Director Proposal?
IMAQ’s directors and officers, the Initial Stockholders and the Buyer have interests in the Charter Amendment Proposal, the Trust Amendment Proposal, Target Amendment Proposal and Director Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of the securities of IMAQ it owns and the possibility of future compensatory arrangements. See the section entitled “Proxy Statement for The Annual General Meeting — Interests of the Initial Stockholders, the Company’s Directors and Officers and the Buyer” in this proxy statement.
Do I have appraisal rights or dissenters’ rights if I object to the Charter Amendment Proposal, Trust Amendment Proposal, Target Amendment Proposal or the Director Proposal?
No. There are no appraisal rights available to IMAQ shareholders in connection with the Charter Amendment Proposal, Trust Amendment Proposal, Target Amendment Proposal or the Director Proposal.
If I own a public warrant or a public right, can I exercise Redemption rights with respect to my public warrants or public rights?
No. The holders of public warrants and public rights issued in connection with the IPO have no Redemption rights with respect to such public warrants and public rights.
If I am a unit holder, can I exercise Redemption rights with respect to my units?
No. Holders of outstanding units must separate the underlying public shares, public warrants and public rights prior to exercising Redemption rights with respect to the public shares.
If you hold units registered in your own name, you must deliver the certificate for such units to Continental with written instructions to separate such units into public shares, public warrants and public rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your Redemption rights upon the separation of the public shares from the units. See “How do I exercise my Redemption rights?” below. The address of Continental is listed under the question “Who can help answer my questions?” below.
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If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares, public warrants and public rights. This must be completed far enough in advance to permit your nominee to exercise your Redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.
How do I exercise my Redemption rights?
In connection with the Annual General Meeting, IMAQ shareholders may seek to redeem all or a portion of their public shares for a pro rata portion of the funds available in the Trust Account at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Annual General Meeting, including interest earned on the funds held in the Trust Account and not previously released to IMAQ to pay its taxes, divided by the number of then issued and outstanding public shares, subject to the limitations described in the final prospectus dated July 29, 2021, filed in connection with the IPO.
Continental Stock Transfer Trust Company, LLC
1 State Street, 30
th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
In order to exercise your Redemption rights, you must, prior to 5:00 p.m. New York Time on December 26, 2024 (two (2) business days before the Annual General Meeting), (i) submit a written request to Continental, that IMAQ redeem your Public Shares for cash, and (ii) deliver your shares to Continental physically or electronically through DTC. The address of IMAQ’s transfer agent is listed under the question “Who can help answer my questions?” below. IMAQ requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.
A physical share certificate will not be needed if your shares are delivered to IMAQ’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and IMAQ’s transfer agent will need to act to facilitate the request. It is IMAQ’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because IMAQ does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their Redemption rights and thus will be unable to redeem their shares.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with IMAQ’s consent, until the vote is taken with respect to the matters presented at the Annual General Meeting. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your Redemption rights, you may request that Continental return the shares (physically or electronically). Such requests may be made by contacting Continental at the phone number or address listed under the question “Who can help answer my questions?”
IMAQ’s shareholders seeking to exercise their Redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the vote on the proposals to approve the Charter Amendment, Extension Amendment, the Trust Amendment and the Target Amendment at the Annual General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Annual General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal and the Director Proposal are approved.
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There is a nominal cost associated with the above -referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise Redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising Redemption rights, regardless of the timing of when such delivery must be effectuated.
What should I do if I receive more than one set of voting materials for the Annual General Meeting?
You may receive more than one set of voting materials for the Annual General Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Who will solicit and pay the cost of soliciting proxies for the Annual General Meeting?
Our Board is soliciting proxies for use at the Annual General Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Advantage Proxy, Inc. (“Advantage Proxy”) to assist in the solicitation of proxies for the Annual General Meeting. We have agreed to pay Advantage Proxy a fee of $7,000, plus associated disbursements for the Annual General Meeting, and will reimburse Advantage Proxy for its reasonable out -of -pocket expenses and indemnify Advantage Proxy against certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Who can help answer my questions?
If you have questions about the Annual General Meeting or the proposal to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the Company’s filings with the SEC, including our Annual Report on Form 10 -K for the year ended March 31, 2024, and our subsequent Quarterly Reports on Form 10 -Q , you should contact:
International Media Acquisition Corp.
1604 US Highway 130
North Brunswick, NJ, 08902
Telephone: (212) 960
-3677
You may also contact the Company’s proxy solicitor at:
Advantage Proxy, Inc.
Toll Free: 1
-877-870-8565
Collect: 1
-206-870-8565
Email:
ksmith@advantageproxy.com
You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “ Where You Can Find More Information .”
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THE ANNUAL GENERAL MEETING OF STOCKHOLDERS
TO BE HELD
DECEMBER 30
, 2024
FIRST MAILED ON OR ABOUT
DECEMBER 10
, 2024
Date, Time and Place of the Annual General Meeting
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the board of directors (the “Board”) for use at the Annual General Meeting of International Media Acquisition Corp., a Delaware limited liability company (the “Company,” “we,” “us” or “our”), and any adjournments and/or postponements thereof (the “Annual General Meeting”). The Annual General Meeting will be held on December 30, 2024, at 9:00 a.m., Eastern Time, at the offices of Loeb Loeb LLP, located at 345 Park Avenue, New York, NY 10154, and will be available to attend virtually via the Internet. You will be able to attend the Annual General Meeting online, vote and submit your questions during the Annual General Meeting by visiting ht tps://www.cstproxy.com/imac/ ag m2024 or dialing 1 800 -450-7155 or +1 857 -999-9155 using the following information:
Meeting ID: 6763082#
Passcode: 6763082#
While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb Loeb LLP.
The principal executive office of the Company is 1604 US Highway 130, North Brunswick, NJ 08902, and its telephone number, including area code is (212) 960 -3677 .
Proposals at the Annual General Meeting
At the Annual General Meeting, you will be asked to consider and vote upon the following matters:
(i) Proposal 1 — The Charter Amendment Proposal — A proposal to amend IMAQ’s current certificate of incorporation (the “Current Charter”) to extend the date by which it has to consummate a business combination (the “Combination Period”) for twenty -four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (the “ Charter Amendment Proposal ”)
(ii) Proposal 2 — Trust Amendment Proposal — A proposal to amend IMAQ’s investment management trust agreement, dated as of July 28, 2021, as amended on July 26, 2022, January 27, 2023, July 31, 2023 and January 2, 2024, (the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer Trust Company (the “Trustee”), allowing the Company to extend the Combination Period for twenty -four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027 (i.e., for a total period of time ending 65 months from the consummation of the IPO) (as amended, the “ Trust Amendment ”) by depositing into the trust account (the “ Trust Account ”) $2,000 for each one -month extension (each, an “ Extension Payment ”) (the “ Trust Amendment Proposal ”);
(iii) Proposal 3 — Target Amendment Proposal — A proposal to allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “ Target Amendment Proposal ”); and
(iv) Proposal No. 4 — The Director Proposal — a proposal to elect one Class I director to the Company’s board of directors until the expiration of his or her term or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. This proposal is referred to as the “ Director Proposal ”. The term of the Class I directors will end at our annual meeting held in 2028.
(v) Proposal No. 5 — The Adjournment Proposal — To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “ Adjournment Proposal ”).
Each of the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal, and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before you vote.
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The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company an option to further extend the time to complete an initial business combination (the “Business Combination” ). The Company’s Current Charter provides that the Company has the right to extend the Combination Period for one (1) month until January 2, 2025 (i.e., 41 months from the consummation of the IPO).
If both the Charter Amendment Proposal and Trust Amendment Proposal and approved, the Company will have the right to extend the Combination Period twenty -four (24) times for an additional one (1) month each time up to January 2, 2027 to complete a Business Combination, provided that the Extension Payment of $2,000 per month (the “ Extension Payment ”) is deposited into the Trust Account on or prior to the date of the same applicable deadline. Assuming that there are no redemptions, the Extension Payment would result in additional amount per public share of approximately $0.002 per month. Public stockholders may elect to redeem all, or a portion of, their shares for a per -share price, payable in cash, equal to the pro rata aggregate amount then on deposit in the Trust account (prior to the Extension Payment), including interest not previously released to IMAQ to pay franchise and income taxes.
IMAQ management believes that if the Charter Amendment Proposal is approved, the Buyer or their affiliates will, if needed, contribute a sufficient amount to the Company as a loan (each loan being referred to herein as a “Contribution ”) for the Company to deposit the funds into the Trust Account as the Extension Payment and to extend the business combination period for an additional one (1) month period each time for a total of twenty -four (24) times. Each Extension Payment will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) shall be made in the form of non -interest bearing, unsecured promissory notes. If we complete a Business Combination, we will, at the option of the Sponsor, repay the Contribution or convert a portion or all of the amounts loaned under such Contribution into units, which units will be identical to the private placement units issued to our Sponsor that closed concurrently with our initial public offering as described in the registration statement for our initial public offering. The Company will not be obligated to repay the loans if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.
If the Charter Amendment Proposal, the Trust Amendment Proposal and the Target Amendment Proposal are not approved, and we have not consummated a business combination by January 2, 2025, we will (a) (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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 the Company to pay taxes, 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.
Our Board of Directors has determined that it is in the best interests of our shareholders to allow the Company to effect the Charter Amendment Proposal and the Trust Amendment Proposal.
You are not being asked to vote on a Business Combination at this time.
The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company an option to further extend the Combination Period. The Current Charter provides that the Company has until January 2, 2025 (i.e., 41 months from the consummation of its IPO, after twelve (12) one -month extensions) to complete its initial business combination. The purpose of the Target Amendment Proposal is to afford the Company with flexibility for its search of target to undertake a Business Combination.
The purpose of the Target Amendment Proposal is to afford the Company with flexibility for its search of target to undertake an initial business combination (the “Business Combination”). Pursuant to its initial public offering prospectus, the Company was prohibited from undertaking a Business Combination with any entity with its principal business operations in China (including Hong Kong and Macau).
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If the Target Amendment Proposal is approved, the Company shall have the right to undertake a Business Combination with a China -based Target (including in circumstances where it is the counterparty to a VIE or other arrangement with a China -based Target) . This will allow the Company to access a larger pool of target candidates and provide additional flexibility for the Company to consummate a Business Combination by the Termination Date.
IMAQ’s board of directors (the “Board”) has determined that given the Company’s expenditure of time, efforts and money on identifying suitable target business and completion of a Business Combination, and the market opportunity the Company has observed in the People’s Republic of China (including Hong Kong and Macau) (the “PRC”, or “China”), it is in the best interests of its shareholder to approve the Target Amendment Proposal. IMAQ intends to call an additional meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the “Business Combination Meeting”).
If the Target Amendment Proposal is approved, there will be no restriction in the geographic location of targets that we can pursue, and we may pursue a Business Combination with a China -based Target. If we undertake a Business Combination with a China -based Target, we will be subject to legal and operational risks associated with being based in China. See “ Proposal 3 — The Target Amendment Proposal — Risks Related to Our Possible Business Combination with a China -based Target ” for details.
The purpose of the Director Proposal is elect one Class I directors to serve until the 2028 annual meeting and until her or his successor is appointed and qualified. The approval of the Director Proposal requires an ordinary resolution of the holders of the shares of Common Stock. The Board of Directors has nominated Shibasish Sarkar to be re -elected as a Class I director.
You are not being asked to vote on any business combination at this time. If the Charter Amendment, the Trust Amendment and the Target Amendment are implemented and you do not elect to redeem your public shares now, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated the business combination by the applicable termination date.
In connection with the Annual General Meeting, public stockholders may elect (the “ Election ”) to redeem their shares for a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to IMAQ to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal, the Adjournment Proposal, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Annual General Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Charter Amendment Proposal, the Trust Amendment Proposal and the Target Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when a business combination is submitted to a vote by the stockholders, subject to any limitations set forth in our Charter. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately $11.5 million of marketable securities as of December 3, 2024. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if IMAQ has not completed a business combination by January 2, 2027 (if extended to the maximum time allowed). Our Initial Stockholders, own an aggregate of 5,750,000 shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to the IPO and our Sponsor owns 796,900 units, which we refer to as the “Private Placement Units”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.
Subject to the foregoing, the affirmative vote of at least a majority of the Company’s outstanding common stock, including the common stock owned by our Initial Stockholders (the “ Common Stock ”), will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. A majority of the shares represented in person or by proxy at the Annual General Meeting will be required to approve the Target Amendment Proposal. Assuming a quorum is present, the Class I director will be elected by a plurality of the votes cast. Notwithstanding stockholder approval our Board will retain the right to abandon and not implement the Charter Amendment Proposal,
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the Trust Amendment Proposal and the Target Amendment Proposal at any time without any further action by our stockholders. The Adjournment Proposal will require the affirmative vote of a majority of the share present in person or by proxy and will only be put forth for a vote if the Chairman of the Annual General Meeting may deem necessary or appropriate to adjourn the Annual General Meeting to a later date or dates. The Adjournment Proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual General Meeting to approve the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal or the Director Proposal.
Each of the Charter Amendment Proposal the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal and the Adjournment Proposal are more fully described in this Proxy Statement.
Sale of Sponsor Securities
On November 10, 2023, the Company entered into a Securities Purchase Agreement (amended on January 31, 2024, and as amended from time to time, the “Securities Purchase Agreement”) with JC Unify Capital (Holdings) Limited, a BVI company (“JC Unify” or the “Buyer”), Content Creation Media LLC, a Delaware limited liability company (the “Sponsor”), and Shibasish Sarkar, pursuant to which, among other things, (i) the Sponsor agreed to sell, and JC Unify agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total Company Securities owned by the Sponsor for an aggregate purchase price of $1.00, (ii) the Sellers shall deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of the SPAC, other than the officer and director(s) as mutually agreed, (iii) in connection with the issuance of a $1,300,000 promissory note by JC Unify to the Company, the SPAC shall issue (i) 100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan Capital Markets LLC (the “Chardan”), $50,000 shall be rebated via wire transfer from the Chardan to the Sponsor at the Closing, (v) the Sellers and JC Unify agree and acknowledge that the Company shall purchase directors and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer or director of the SPAC prior to the signing of the SPA (“Initial Officers and Directors”) with coverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations.
The obligation of JC Unify and Sellers in connection with the Closing are subject to the satisfaction (or waiver) of the certain conditions as described in the Securities Purchase Agreement.
Promissory Notes — JC Unify
On January 31, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the “January 2024 Promissory Note”) 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 Common Stock of the Company (the “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.
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On February 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $530,000 (the “Promissory Note B”) 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 an unsecured promissory note in the aggregate principal amount of up to $470,000 (the “Promissory Note C”) 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.
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 “Prior Notes”) with JC Unify Capital (Holdings) Limited (the “Amendments to the Promissory Notes”). Pursuant to the Amendments to the Promissory Notes, JC Unify Capital (Holdings) Limited has the right to convert the Prior Notes into units consisting of one share of Common Stock of the Company and one right to receive one -twentieth of one share of Common Stock of the Company (together, the “Conversion Securities”), with no fractional Conversion Securities to be issued upon conversion, and the Prior Notes to be converted immediately prior to the closing of the Business Combination. The Amendments to the Promissory Notes also amended the events of default, so that the failure of the Company to issue Conversion Securities constitutes a failure to make required payments, constituting an event of default.
After careful consideration of all relevant factors, the Board of Directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Voting Rights and Revocation of Proxies
The record date with respect to this solicitation is the close of business on December 3, 2024 (the “ Record Date ”) and only stockholders of record at that time will be entitled to vote at the Annual General Meeting and any adjournment or adjournments thereof.
The shares of Common Stock represented by all validly executed proxies received in time to be taken to the Annual General Meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the stockholder at any time prior to its being voted by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. We intend to release this Proxy Statement and the enclosed proxy card to our stockholders on or about December 10, 2024.
Dissenters’ Right of Appraisal
Holders of shares of our Common Stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection with this solicitation.
Outstanding Shares and Quorum
The number of outstanding shares of Common Stock entitled to vote at the Annual General Meeting is 7,522,430 shares. Each share of Common Stock is entitled to one vote. The presence in person or by proxy at the Annual General Meeting of the holders of 3,761,216 shares, or a majority of the number of outstanding shares of Common Stock, will constitute a quorum. There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld on certain matters (so -called “broker non -votes ”) will be treated as present for quorum purposes on all matters.
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Broker Non-Votes
Holders of shares of our Common Stock that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares. If a stockholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the shares with respect to “routine” items, but it will not be permitted to vote the shares with respect to “non -routine ” items. In the case of a non -routine item, such shares will be considered “broker non -votes ” on that proposal.
Proposal 1 (Charter Amendment Proposal) is a matter that we believe will be considered “non -routine .”
Proposal 2 (Trust Amendment Proposal) is a matter that we believe will be considered “non -routine .”
Proposal 3 (Target Amendment Proposal) is a matter that we believe will be considered “non -routine .”
Proposal 4 (Director Proposal) is a matter that we believe will be considered “non -routine .”
Proposal 5 (Adjournment Proposal) is a matter that we believe will be considered “routine.”
Banks or brokerages cannot use discretionary authority to vote shares on Proposals 1, 2, 3 and 4 if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.
Required Votes for Each Proposal to Pass
Assuming the presence of a quorum at the Annual General Meeting:
|
Proposal |
Vote Required |
Broker Discretionary
|
||
|
Charter Amendment Proposal |
Majority of outstanding shares |
No |
||
|
Trust Amendment Proposal |
Majority of outstanding shares |
No |
||
|
Target Amendment Proposal |
Majority of outstanding shares |
No |
||
|
Director Proposal |
Majority of outstanding shares |
No |
||
|
Adjournment Proposal |
Majority of the outstanding shares represented by virtual attendance or by proxy and entitled to vote thereon at the Annual General Meeting |
Yes |
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portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by January 2, 2025 because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $ 11.80 per share, without taking into account any interest earned after December 3, 2024 and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, we may determine, in our discretion, to liquidate the securities held in the trust account.
There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.
The funds in the trust account have, since our initial public offering, been held only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a -7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may, in our own discretion, instruct Continental Stock Transfer Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account. This may mean that the amount of funds available for redemption would not increase, thereby reducing the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
In addition, the longer that the funds in the trust account are held in short -term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time.
We may be subject to the excise tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our common stock after December 31, 2022.
The Inflation Reduction Act of 2022, which, among other things, imposes a 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022 (the “Excise Tax”), subject to certain exceptions. If applicable, the amount of the Excise Tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. The Biden administration has proposed increasing the Excise Tax rate from 1% to 4%; however, it is unclear whether such a change will be enacted and, if enacted, how soon it could take effect.
Because we are a publicly listed Delaware corporation, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our IMAQ Public
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Shares after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available. Generally, issuances of securities in connection with an initial business combination transaction (including any PIPE transaction at the time of an initial business combination), as well as any other issuances of securities not in connection with an initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. On June 28, 2024, the Treasury finalized certain of the proposed regulations (those relating to procedures for reporting and paying the Excise Tax). The remaining regulations (largely relating to the computation of the Excise Tax) remain in proposed form. The Treasury intends to finalize these proposed regulations at a later date and, until such time, taxpayers may continue to rely on the proposed regulations. In addition, the Excise Tax would be payable by us, and not by the redeeming holder. Finally, subject to certain exceptions, the Excise Tax should not apply in the event of our complete liquidation.
Interests of the Initial Stockholders, the Company’s Directors and Officers and the Buyer
In considering the recommendation of our Board to vote in favor of the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal and the Adjournment Proposal, you should keep in mind and be aware that the Company’s Sponsor, other initial stockholders, and initial officers and directors (collectively, “Initial Stockholders”), the Company’s current directors and officers and the Buyer have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
• IMAQ’s Sponsor has fiduciary obligations to its members and Shibasish Sarkar, (IMAQ’s Chief Executive Officer and Chairman) is the controlling member of our Sponsor. Because Mr. Sarkar has a fiduciary obligation to both IMAQ and the Sponsor, he has a conflict of interest when voting.
• If the Target Amendment Proposal is not approved, IMAQ will be unable to consummate a Business Combination with a China -based Target.
• If the Charter Amendment Proposal, the Trust Amendment Proposal, and the Target Amendment Proposal are approved, the Sponsor, the Buyer or their affiliates will no longer be required to deposit into the Trust Account $20,000 for each subsequent one -month extension, on or prior to the date of the applicable deadline.
• If the Charter Amendment Proposal, the Trust Amendment Proposal and the Target Amendment Proposal are approved, the Sponsor or the Buyer or their affiliates will deposit into the Trust Account only $2,000 for each one -month extension as interest -free loans to be repaid by the Company upon consummation of a business combination. No funds from the Trust Account will be used to repay such loans in the event of our liquidation.
• If an initial business combination is not completed on time, IMAQ will be required to cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding IMAQ Public Shares for cash and, subject to the approval of its board of directors dissolve and liquidate. In such event, the 5,750,000 Founder Shares currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The Founder Shares were purchased for an aggregate purchase price of $25,000 at IPO and had an aggregate market value of approximately $65.5 million based on the OTC closing price of $11.39 per share of IMAQ Common Stock as of December 3, 2024. Certain IMAQ directors and officers and Initial Stockholders have indirect economic interests in the Founder Shares.
• If an initial business combination is not completed, an aggregate of 4,125,000 Founder Shares and 657,675 private placement units to be transferred to JC Unify at the closing of the transaction contemplated by the Securities Purchase Agreement for a total purchase price of $1 will be worthless. Such private units had an aggregate market value of approximately $7.6 million based on the closing price of $11.59 per public unit as of December 3, 2024, and such Founder Shares had an aggregate market value of approximately $47.0 million based on the OTC closing price of $11.39 per share of IMAQ Common Stock as of December 3, 2024.
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• If an initial business combination is not completed, an aggregate of 796,900 private units purchased by IMAQ’s Sponsor for a total purchase price of $7,969,000, will be worthless. The private units had an aggregate market value of approximately $9.2 million based on the OTC closing price of $11.59 per public unit as of December 3, 2024 will be worthless. The Initial Stockholders and certain IMAQ directors and officers have indirect economic interests in the Private Units.
• Because of these interests, IMAQ’s Initial Stockholders, current directors and officers and the Buyer could benefit from the completion of a business combination that is not favorable to its public shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. For example, if the share price of the IMAQ Common Stock declined to $5.00 per share after the close of the business combination, IMAQ’s public shareholder that purchased shares in the initial public offering, would have a loss of $5.00 per share, while IMAQ’s Initial Stockholders, IMAQ’s current directors and officers, and the Buyer would have a gain of approximately $4.99 per share because it acquired the Founder Shares for a nominal amount. In other words, IMAQ’s initial stockholders, IMAQ’s current directors and officers and the Buyer can earn a positive rate of return on their investment even if public stockholders experience a negative rate of return in the post -combination company.
• The Initial Stockholders have agreed to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it if IMAQ fails to complete a Business Combination by the Termination Date. The Initial Stockholders have agreed not to redeem any common stock, held by it in connection with a shareholder vote to approve a Business Combination.
• IMAQ’s Sponsor is Content Creation Media LLC, and the manager of Content Creation Media LLC is Shibasish Sarkar, IMAQ’s Chief Executive Officer and Chairman. If an initial business combination is not completed, Content Creation LLC, the initial directors and officers, and the Buyer, and the current directors and officers will lose, among others, the following:
• Approximately $65.5 million (based on the OTC closing price of $11.39 per share of IMAQ Common Stock as of December 3, 2024) of the 5,750,000 Founder Shares that the Initial Stockholders hold, of which 4,125,000 Founder Shares will be beneficially owned by the Buyer at the closing of transaction contemplated by the Securities Purchase Agreement;
• Approximately $9.2 million (based on the OTC closing price of $11.59 per public unit as of December 3, 2024) of the 796,900 private units that the Sponsor holds and, of which 657,675 private units will be beneficially owned by the Buyer as at the closing of the transaction contemplated by the Securities Purchase Agreement;
• Repayment of an interest -free loan of $1,741,927 (as of September 30, 2024) made by the Buyer since the loan will become payable at the closing of the business combination, or the date on which IMAQ determines that it is unable to effect a business combination, and an aggregate of 100,000 units and 847,675 shares of Common Stock, to be issued to JC Unify upon the Business Combination as part of the promissory note will not be issued. Such units had an aggregate market value of approximately $1.2 million based on the closing price of $11.59 per public unit as of December 3, 2024, and such shares had an aggregate market value of approximately $9.7 million based on the OTC closing price of $11.39 per share of IMAQ Common Stock as of December 3, 2024; and
• Approximately $2.4 million (based on the OTC closing price of $11.39 per share of IMAQ Common Stock as of December 3, 2024) of the approximately 210,000 shares of Common Stock, that is convertible from loan from the Sponsor, since the loan will be converted only upon the closing of the business combination.
• The directors and officers may be incentivized to complete a transaction, regardless of its terms, as continued indemnification of IMAQ’s directors and officers, along with the continuation of directors’ and officers’ liability insurance following a Business Combination would not be available in the event of liquidation.
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• The Initial Stockholders or the Buyer or their affiliates may make loans from time to time to the Company to fund certain capital requirements. If our Initial Stockholders or the Buyer or their affiliates makes any working capital loans, up to $1,150,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Since we will not repay such loans if we do not complete a business combination, a conflict of interest may arise.
• Additionally, if the Charter Amendment Proposal, the Trust Amendment Proposal and the Target Amendment Proposal are approved and the Company consummates an initial Business Combination, our officers and directors may have additional interests as described in a separate proxy statement/prospectus for such transaction.
Voting Procedures
Each share of our Common Stock that you own in your name entitles you to one vote on each of the proposals for the Annual General Meeting. Your proxy card shows the number of shares of our Common Stock that you own.
• You can vote your shares in advance of the Annual General Meeting by completing, signing, dating and returning the enclosed proxy card in the postage -paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Annual General Meeting If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of our Common Stock will be voted as recommended by our Board of Directors. Our Board of Directors recommends voting “FOR” the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal, the Director Proposal and the Adjournment Proposal.
• You can attend the Annual General Meeting and vote telephonically even if you have previously voted by submitting a proxy. However, if your shares of Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Common Stock.
Solicitation of Proxies
Your proxy is being solicited by our Board on the proposals being presented to stockholders at the Annual General Meeting. The Company has agreed to pay Advantage Proxy, Inc. its customary fee and out -of -pocket expenses. The Company will reimburse Advantage Proxy, Inc. for reasonable out -of -pocket expenses and will indemnify Advantage Proxy, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Advantage Proxy, Inc. at:
Advantage Proxy, Inc.
PO Box 10904,
Yakima, WA 98909
Toll Free: 866
-894-0536
Email: Ksmith@advantageproxy.com
The cost of preparing, assembling, printing and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Annual General Meeting, will be borne by the Company.
Some banks and brokers have customers who beneficially own Common Stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out -of -pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Common Stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.
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Delivery of Proxy Materials to Stockholders
Only one copy of this Proxy Statement will be delivered to an address where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.
We will deliver promptly upon written or oral request a separate copy of this Proxy Statement. If you share an address with at least one other stockholder, currently receive one copy of our Proxy Statement at your residence, and would like to receive a separate copy of our Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to International Media Acquisition Corp.,1604 US Highway 130; North Brunswick, NJ 08902; Attention: Secretary, or call the Company promptly at (212) 960 -3677 .
If you share an address with at least one other stockholder and currently receive multiple copies of our Proxy Statement, and you would like to receive a single copy of our Proxy Statement, please specify such request in writing and send such written request to International Media Acquisition Corp., 1604 US Highway 130; North Brunswick, NJ 08902; Attention: Secretary.
Conversion Rights
Pursuant to our currently existing charter, any holders of our public shares may demand that such shares be converted for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the Annual General Meeting. Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or not they are holders of our Common Stock as of the Record Date. If you properly exercise your conversion rights, your shares will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of our IPO (calculated as of two business days prior to the Annual General Meeting). For illustrative purposes, based on funds in the Trust Account of approximately $11.5 million on December 3, 2024, the estimated per share conversion price would have been approximately $11.80 (without taking into account any extension deposits or interest earned after December 3, 2024 and before deducting any taxes payable).
In order to exercise your conversion rights, you must:
• submit a request in writing prior to 5:00 p.m., Eastern time on December 26, 2024 (two business days before the Annual General Meeting) that we convert your public shares for cash to Continental Stock Transfer Trust Company, our transfer agent, at the following address:
Continental Stock Transfer Trust Company, LLC
1 State Street, 30
th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
E
-mail
: spacredemptions@continentalstock.com
and
• deliver your public shares either physically or electronically through The Depository Trust Company to our transfer agent at least two business days before the Annual General Meeting. Stockholders seeking to exercise their conversion rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their broker, bank or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.
Any demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests (and submitting shares to the transfer agent) and thereafter, with our consent. If you delivered your shares for conversion to our transfer agent and decide within the required timeframe not to exercise your conversion rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.
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Prior to exercising conversion rights, stockholders should verify the market price of our Common Stock, as they may receive higher proceeds from the sale of their Common Stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. The OTC closing price of the Company’s common stock on December 3, 2024, the record date of the Annual General Meeting, was $11.39. Accordingly, if the market price were to remain the same until the date of the Annual General Meeting, exercising redemption rights would result in a public stockholder receiving approximately $0.41 more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
If you exercise your conversion rights, your shares of our Common Stock will cease to be outstanding immediately prior to the Annual General Meeting (assuming the Trust Amendment Proposal and the Charter Amendment Proposal are approved) and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request conversion.
If the Charter Amendment Proposal, the Trust Amendment Proposal and the Target Amendment Proposal are not approved, and we have not consummated a business combination by January 2, 2025, we will (a) (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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 the Company to pay taxes, 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.
Holders of outstanding units must separate the underlying public shares, public rights, and public warrants prior to exercising conversion rights with respect to the public shares.
If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your conversion rights with respect to the public shares upon the separation of the public shares from the units. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your conversion rights with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your conversion rights.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person who is known by us to be the beneficial owner of more than 5% of our issued and outstanding Common Stock, (ii) each of our officers and directors, and (iii) all of our officers and directors as a group as of the Record Date. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon conversion of the rights or exercise of the warrants, as the rights and warrants are not exercisable within 60 days of the Record Date.
|
Name and Address of Beneficial Owner (1) |
Number of
|
Percentage
of
| ||||||
|
Shibasish Sarkar (2) |
6,296,900 |
83.71 |
% |
|||||
|
Ming-Hsien Hsu |
— |
— |
|
|||||
|
Hsu-Kao Cheng |
— |
— |
|
|||||
|
Tao-Chou Chang |
— |
— |
|
|||||
|
All current officers and directors as a group (4 individuals) |
6,296,900 |
83.71 |
% |
|||||
|
Content Creation Media LLC (Our Sponsor) (3) |
6,296,900 |
83.71 |
% |
|||||
|
Name |
Age |
Position |
||
|
Shibasish Sarkar |
51 |
Chairman, Director and Chief Executive Officer |
||
|
Ming-Hsien Hsu |
57 |
Independent Director |
||
|
Tao-Chou Chang |
66 |
Independent Director |
||
|
Hsu-Kao Cheng |
47 |
Independent Director |
The following is a summary of the biographical information of our director -nominee :
Shibasish Sarkar has served as our Chairman of the Board of Directors and Chief Executive Officer since our inception. Mr. Sarkar has extensive experience with over 30 years in the media industry. Mr. Sarkar has been handling multiple verticals across films, television, animation, gaming content and operations of digital and new media platforms. Between January 2019 and October 2021, Mr. Sarkar had been the Group CEO at Reliance Entertainment and was Group COO from September 2015 to December 2018. Reliance Entertainment is a part of the Reliance ADA Group, a leading private sector business serving over 250 million customers across financial services, infrastructure, power, telecommunications, media and entertainment, and healthcare sectors. While in service, Mr. Sarkar had also served as director and member of the senior leadership team of various Reliance ADA Group companies. Mr. Sarkar has hands -on experience and domain expertise within geographic markets of India, UK, Middle East and Asia, having helmed the distribution and production of hundreds of films having collaborated with the leading filmmakers actors of Indian film industry. Mr. Sarkar has been a pioneer in producing digital content with clients across major OTT and TV Video -On -Demand platforms like Netflix, Amazon Prime Video, Disney+ Hotstar, Jio and SonyLIV etc. Mr. Sarkar is also the President of the Producers Guild Of India. Mr. Sarkar’s significant experience in the media and entertainment industry makes him well qualified to serve as a member of our board of directors.
The following is a summary of the biographical information of our continuing directors:
Hsu -Kao Cheng has served as our Director since August 2024. Mr. Cheng has served as the Chairman of TheMoonGroup since 2018, where he is responsible for charging of company operations in accordance with the law and is responsible for handling various organizational business. Mr. Cheng has been the Chairman of the Taipei Digital Asset Business Association since 2023. Since July 2018, Mr. Cheng has served as an entrepreneurship consultant for Taiwan’s Small and Medium Enterprises Division of the Ministry of Economic Affairs. During his tenure, Mr. Cheng is responsible for assisting aspiring entrepreneurs and new business owners from 0 to 1 entrepreneurial stage to solve difficulties in their business stages. Since 2022, Mr. Cheng has served as a digital transformation expert at the Digital Transformation Institute of the Information Strategy Foundation, where he promotes the digital transformation of small and medium -sized manufacturing industries, assists in proposing new models, new products and new services, and develops digital transformation guidance guidelines. Mr. Cheng is also a part -time lecturer at the Promotion Department of the Chinese Culture University, CCU and at the Industrial Promotion Office of Mingchuan University, since July 2022 and June 2022, respectively. Mr. Cheng obtained his Master’s degree in accounting and Bachelor’s degree in accounting at the National Chengchi University (NCCU) in 2018 and 2012, respectively. Mr. Cheng is a United States Certified Public Accountant (CPA) and Certified Anti -Money Laundering Specialist (CAMS). Mr. Cheng’s significant experience in entrepreneurship, company operations and digital transformation makes him qualified to serve as a member of our board of directors.
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Tao -Chou Chang has served as our Director since August 2024. Mr. Chang has over two decades of experience in the legal field, holding various judicial and professorial positions from 2000 to 2023. Mr. Chang established and is a Solo Practitioner Lawyer at Tao -Chou Chang Law Office since September 2023. He was previously a trial Judge at Taiwan High Court from September 2022 to August 2023. During his tenure, he reviewed lower court decisions and tried appellate cases. Mr. Chang was an administrative Judge at Judicial Yuan Criminal Department from September 2019 to August 2022, where he supervised Taiwan’s judicial administration of criminal courts. He was awarded commendations twice by the Judicial Yuan in 2002 and 2010. The Judicial Yuan published his research “Juvenile Delinquency with respect to Intellectual Property Infringements”, “The Participation of Indigenous People in Criminal Trials,” and “The System of Assigned Defenders” in 2013, 2017 and 2020 respectively. Mr. Chang served as a Judge at the Taiwan High Court Taichung Branch Court from 2018 to 2019. He previously served as the Division Chief Judge in Taiwan Taichung District Court from 2016 to 2018, and from 2014 to 2016, Mr. Chang served as the Division Chief Judge in Taiwan Chiayi District Court. Mr. Chang served as a Judge in the Taiwan Chiayi District Court from 2000 to 2014. Mr. Chang served as an Adjunct Assistant Professor at the National Chung Hsing University and the National Chung Cheng University from 2017 to 2018 and 2014 to 2016, respectively. He also served as a Lecturer at the National Chiayi University in 2006. Mr. Chang obtained his PhD in Law and LLM in Intellectual Property Law from the University of Washington in 2013 and 2004, respectively. He obtained his Master of Laws and Bachelor of Laws from the National Taiwan University in 2001 and 1993, respectively. He served as Second Lieutenant in the Air Force of Republic of China, Taiwan from 1994 to 1996. Mr. Chang is a licensed attorney in Taiwan. Mr. Chang’s extensive legal expertise makes him qualified to serve as a member of our board of directors.
Ming -Hsien Hsu has served as our director since August 2024. Since July 2024, Mr. Hsu has served as Vice President at Cathay United Bank Co., Ltd. At present, he is responsible for meeting the financial and investment needs of High Net Worth Individuals (HNWI). From March 2024 to May 2024, he served as CFO of Taijia Development and Construction Co., Ltd. During his tenure, he was responsible for financial budget review, fund flows management, review of financial statements and financial internal control system. From March 2023 to February 2024, Mr. Hsu served as Assistant Vice President at O -Bank Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain working capital, invest in financial products and complete project financing. From November 2022 to March 2023, Mr. Hsu served as a Vice President at KGI Bank., Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain working capital, invest in financial products and complete project financing. From September 2018 to September 2022, Mr. Hsu served as an Assistant Vice President at Taishin International Bank Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain working capital, invest in financial products and complete project financing. From August 2012 to September 2018, Mr. Hsu served as a Deputy Manager at Far Eastern International Bank Co., Ltd. Mr. Hsu began his career at Ta Chong Commercial Bank Co., Ltd where he served as junior manager from April 2007 to June 2012. Mr. Hsu obtained his master’s degree in business administration from the National Cheng Kung University in 2005. He obtained his Bachelor of Business Administration from Tamkang University in 2002.
Involvement in Certain Legal Proceedings
To the knowledge of our management, there was no material proceeding to which any director or executive officer, or any associate thereof, is a party adverse to us or has a material interest adverse to us.
Director Independence
Nasdaq requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an executive officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of our Board of Directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
The Board of Directors has determined that one of its four directors, Shibasish Sarkar, is a non -independent director of the Company and three of its four directors, Ming -Hsien Hsu, Hsu -Kao Cheng and Tao -Chou Chang are “independent” directors as defined in the applicable Nasdaq listing standards and applicable SEC rules. Board of Directors is composed of a majority of independent directors. The Company’s audit committee consists of three independent directors — Ming -Hsien Hsu, Hsu -Kao Cheng and Tao -Chou Chang. Mr. Hsu -Kao Cheng is the chair of the audit committee. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office.
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Audit Committee
Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Ming -Hsien Hsu, Hsu -Kao Cheng and Tao -Chou Chang, each of whom is an independent director under the Nasdaq listing standards and under Rule 10 -A-3 (b)(1) of the Exchange Act. Hsu -Kao Cheng is the Chairperson of the Audit Committee.
The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
• reviewing and discussing with management and the independent registered public accounting firm the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10 -K ;
• discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
• discussing with management major risk assessment and risk management policies;
• monitoring the independence of the independent auditor;
• verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
• reviewing and approving all related -party transactions;
• inquiring and discussing with management our compliance with applicable laws and regulations;
• pre -approving all audit services and permitted non -audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
• appointing or replacing the independent auditor;
• determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
• approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
Director nominations
We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or NASDAQ rules. In accordance with Rule 5605(e)(2) of the NASDAQ rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. Ming -Hsien Hsu, Hsu -Kao Cheng and Tao -Chou Chang will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605(e)(1)(A) of the NASDAQ rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.
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We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.
Compensation Committee
Our Compensation Committee consists of Ming -Hsien Hsu, Hsu -Kao Cheng and Tao -Chou Chang, each of whom is an independent director under the Nasdaq listing standards. Hsu -Kao Cheng is the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;
• reviewing and approving the compensation of all of our other executive officers and reviewing and making recommendations with respect to all non -executive officer compensation;
• reviewing our executive compensation policies and plans;
• implementing and administering our incentive compensation equity -based remuneration plans;
• assisting management in complying with our proxy statement and annual report disclosure requirements;
• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
• producing a report on executive compensation to be included in our annual proxy statement; and
• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.
Compensation Committee Interlocks and Insider Participation
To the Company’s knowledge, none of the officers currently serves, and in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving on our Board of Directors.
Code of Ethics
We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business. You may review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8 -K .
Delinquent Beneficial Ownership Reports
Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. To the Company’s knowledge, during the year ended March 31, 2024, there were no delinquent filings, except that a late form 3 was filed for each of Chen Jim, Tsang Claudius, Lu Daung -yen , Tsai Yu Ping and Hung Chih -Young upon becoming a member of the Board of Directors.
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BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
At the advice of other members of the management or the Board, or Chairperson calls meetings of the Board when necessary. After the election, we have three independent directors. Our Board has two standing committees, each of which is comprised solely of independent directors with a committee chair. The Board believes that the Company’s chief executive officer is best situated to serve as chairman of the Board because he is the director most familiar with our business and the director most capable of identifying strategic priorities and executing our business strategy. In addition, having a single leader eliminates the potential for confusion and provides clear leadership for the Company. Our Board has overall responsibility for risk oversight. The Board has delegated responsibility for the oversight of specific risks to Board committees as follows:
• The Audit Committee oversees the Company’s risk policies and processes relating to the financial statements and financial reporting processes, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, policies and processes for monitoring and mitigating those risks.
• The Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our overall compensation policies for employees.
The Board is responsible to approve all related party transactions according to our Code of Ethics. We have not adopted written policies and procedures specifically for related person transactions.
STOCKHOLDER COMMUNICATIONS
Stockholders who wish to communicate with the Board or with specified members of the Board should do so by sending any communication to 1604 US Highway 130 North Brunswick, NJ, 08902; Attention: Ms. Priyanka Agarwal.
Any such communication should state the number of shares beneficially owned by the shareholder making the communication. Our Secretary will forward such communication to the full Board or to any individual member or members of the Board to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority to discard the communication or take appropriate legal action regarding the communication.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Founder Shares
On February 9, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 share of common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over -allotment option was not exercised in full or in part, so that the Sponsor would own, on an as -converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Units and underlying securities and assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). On August 6, 2021, the underwriters’ exercised the over -allotment option in full, thus these shares are no longer subject to forfeiture.
The 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 50% of the Founder Shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30 -trading day period following the consummation of an initial Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of an initial Business Combination, or earlier in each case if, subsequent to an initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
On July 7, 2021, the Sponsor entered into agreements with two independent directors of the Company to transfer 95,000 Founder Shares to each director, subject to and upon closing of the Company’s 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 Sponsor sold 30,000 of its Founder Shares to each of its five independent directors (the “Directors”) (or 150,000 Founder Shares in total) for cash consideration of approximately $0.004 per. 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 Directors was determined to be $787,500 as of July 22, 2021. As such, the Company recognized compensation expense of $786,848 within stock -based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.
On September 17, 2021, the Sponsor sold 25,000 of its Founder Shares to an additional independent director (the “Additional Director”) for consideration of approximately $0.004 per. 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. As such, the Company recognized compensation expense of $141,150 within stock -based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.
On September 17, 2021, the Sponsor sold 75,000 of its Founder Shares to an independent consultant (the “Consultant”) for consideration of approximately $0.004 per. 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. As such, the Company recognized compensation expense of $423,450 within stock -based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.
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On November 10, 2023, the Company entered into a Securities Purchase Agreement with Buyer , the Sponsor, and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), pursuant to which the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents 76% of the total Company Securities (as defined in the Securities Purchase Agreement) owned by the Sponsor for an aggregate purchase price of $1.00.
On January 31, 2024, the Company entered into the First Amendment to the Securities Purchase Agreement (the “First Amendment” ) with the Sponsor, Buyer and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other things, (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total company securities owned by the Sponsor, (ii) the Sellers shall deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of the SPAC, other than the officer and director(s) as mutually agreed, whose resignations shall be effective on the 10 th day following the mailing to stockholders of a Schedule 14F or proxy statement pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors (iii) in connection with the issuance of a $1,300,000 promissory note by the Buyer to the Company, the SPAC shall issue (i) 100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan Capital Markets LLC (the “ Chardan ”), $50,000 shall be rebated via wire transfer from the Chardan to the Sponsor at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall purchase directors and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer or director of the SPAC prior to the signing of the SPA (“Initial Officers and Directors”) with coverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations.
Promissory Notes — Related Party
On February 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Initial Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021, and June 17, 2021, the Company issued additional unsecured promissory notes to the Sponsor (the “Additional Promissory Notes” and, together with the “Initial Promissory Note”, the “IPO Promissory Notes”), pursuant to which the Company may borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes were non -interest bearing and payable on the earlier of (i) March 31, 2022, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes was repaid on August 6, 2021.
On January 14, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Post -IPO Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $500,000 in two installments of (i) $300,000 during the month of March 2022, and (ii) $200,000 during the month of June 2022 at the Company’s discretion. The Post -IPO Promissory Note is non -interest bearing and payable promptly after the date on which the Company consummates 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 its discretion under the note increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022. No other terms were amended pursuant to this amendment and restatement.
On August 10, 2022, the Company issued an unsecured promissory note to the Sponsor (the “August 2022 Promissory Note”), 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.
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On November 18, 2022, the Company issued an unsecured promissory note to the Sponsor (the “November 2022 Promissory Note”), 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 an unsecured promissory note to the Sponsor (the “February 2023 Promissory Note”), 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.
As of September 30, 2024 and March 31, 2024, $2,445,000 was outstanding under all the promissory notes for both periods.
Promissory Notes — JC Unify
On January 31, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the “January 2024 Promissory Note”) to JC Unify. Pursuant to the January 2024 Promissory Note, JC Unify agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement units as described in the prospectus dated July 28, 2021 (Registration NO. 333 -255106 ) (the “Prospectus”) at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 new units at the closing of the Business Combination, which shall be identical in all respects to the private placement units issued at the Company’s initial public offering (the “New Units”), and (b) 847,675 shares of Common Stock of the Company (the “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 an unsecured promissory note in the aggregate principal amount of up to $530,000 (the “Promissory Note B”) to JC Unify. Pursuant to Promissory Note B, JC Unify 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. 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 an unsecured promissory note in the aggregate principal amount of up to $470,000 (the “Promissory Note C”) to JC Unify. 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 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 C does not bear interest. The proceeds of the Note 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.
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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 “ Prior Notes ”) with JC Unify Capital (Holdings) Limited (the “ Amendments to the Promissory Notes ”). Pursuant to the Amendments to the Promissory Notes, JC Unify Capital (Holdings) Limited has the right to convert the Prior Notes into units consisting of one share of Common Stock of the Company and one right to receive one -twentieth of one share of Common Stock of the Company (together, the “ Conversion Securities ”), with no fractional Conversion Securities to be issued upon conversion, and the Prior Notes to be converted immediately prior to the closing of the Business Combination. The Amendments to the Promissory Notes also amended the events of default, so that the failure of the Company to issue Conversion Securities constitutes a failure to make required payments, constituting an event of default.
As of September 30, 2024 and March 31, 2024, total loans outstanding were $1,741,927 and $1,062,232, respectively.
Due to Related Party
The Company received additional funds from the Sponsor to finance term extension fees. As of September 30, 2024 and March 31, 2024, the amount due to related party was $656,913 for both periods.
Administrative Support Agreement
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the 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. As of September 30, 2024 and March 31, 2024, no amount was outstanding.
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 $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, 2024 and March 31, 2024, the Company had no borrowings under the related party loans.
Loan and Transfer Agreement
On January 26, 2023, the Company entered into a Loan and Transfer Agreement, dated as of the date hereof (the “Loan Agreement”), by and among the Company, Content Creation Media, LLC (the “Sponsor”), and the lender named therein (the “Lender”), pursuant to which the Sponsor was permitted to borrow $385,541 (the “Initial Loan”) and $128,513 per month, at the Company’s discretion (each a “Monthly Loan” and collectively with the Initial Loan, the “Loan”) which will in turn be loaned by the Sponsor to the Company, to cover certain extension payments to the trust account of the Company. Pursuant to the Loan Agreement, the Loan shall be payable within five (5) days of the date on which Company consummates its de -SPAC transaction.
As additional consideration for the Lender making the Initial Loan available to Sponsor, the Company shall issue 500,000 shares of Common Stock to the Lender (the “Initial Securities”), and as additional consideration for the lender making each Monthly Loan available to Sponsor, the Company shall issue 166,700 shares of Common Stock to Lender for each Monthly Loan. Such securities shall be subject to no transfer restrictions or any other lock -up provisions, earn
73
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 Loan were used for the Company to fund amounts deposited into the Company’s trust account in connection with each extension of the time available for the Company to consummate a business combination.
General
Our sponsor, officers and directors, or any of their respective affiliates, are entitled to be reimbursed for certain bona -fide , documented out -of -pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out -of -pocket expenses incurred by such persons in connection with activities on our behalf.
No compensation or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our management team, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is).
All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
Related Party Policy
Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our issued and outstanding common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.
We also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
Our sponsor, officers and directors are, and may become a sponsor, an officer or director of other special purpose acquisition companies with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Notwithstanding that, such officers and directors will continue to have a pre -existing fiduciary obligation to us, and we will, therefore, have priority over any special purpose acquisition companies they subsequently join.
These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
74
To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our insiders, officers or directors unless we have obtained an opinion from an independent investment banking firm and the approval of a majority of our disinterested and independent directors (if we have any at that time) that the business combination is fair to our unaffiliated stockholders from a financial point of view. In no event will our insiders, or any of the members of our management team be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).
Term of Office
If he is elected, Shibasish Sarkar will be elected as Class I director. The term of the Class I directors will end at our annual meeting held in 2028, the term of the Class II directors will end at our annual meeting held in 2026, and the term of our Class III directors will end at our annual meeting held in 2027.
Vote Required for Election
The person receiving a plurality of the votes cast will be elected as a Class I Director.
Recommendation of the IMAQ Board
The Company’s Board of Directors recommends that you vote “FOR” Shibasish Sarkar as a Class I Director of the Company.
75
PROPOSAL 5: THE ADJOURNMENT PROPOSAL
The Adjournment Proposal, if approved, will allow the chairman of the Annual General Meeting (who has agreed to act accordingly) to adjourn the Annual General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual General Meeting to approve the Charter Amendment Proposal, the Trust Amendment Proposal, or the Target Amendment Proposal.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders, the chairman of the meeting will not exercise his or her ability to adjourn the Annual General Meeting to a later date (which he would otherwise have as the Chairman) in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual General Meeting to approve the Charter Amendment Proposal, the Trust Amendment Proposal, the Target Amendment Proposal and the Director Proposal.
Vote Required
If a majority of the shares represented in person or by proxy which were present and voted at the Annual General Meeting vote for the Adjournment Proposal, the chairman of the Annual General Meeting will exercise his or her power to adjourn the meeting as set out above.
The Sponsor has agreed to vote any shares of IMAQ Common Stock owned by them in favor of the Adjournment Proposal.
Recommendation of the IMAQ Board
The Company’s Board of Directors recommends that you vote “FOR” the Adjournment Proposal.
76
EXECUTIVE OFFICERS AND DIRECTOR COMPENSATION
None of our executive officers and directors receive any compensation for their services to us, except for the compensation of $40,000 to Mr. Viswash Joshi, our former chief financial officer pursuant to an employment agreement that he entered into with us on February 8, 2021, as further described below. No other compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out -of -pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out -of -pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. No compensation was paid to any person in the fiscal year ended March 31, 2024.
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 Combination Period, the Company has agreed to pay Mr. Joshi $40,000. The expense accrued under this agreement is $40,000 as of March 31, 2024. On July 21, 2023, the Company extended the tenure of the agreement from July 27, 2023, to September 30, 2023, and the tenure was not further extended after September 30, 2023.
Other than above, none of our officers or directors have received any compensation for services rendered to us. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out -of -pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.
Other than the aforementioned payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post -combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
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OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
There were no option exercises for the year ended March 31, 2024 or options outstanding as of March 31, 2024.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee, on behalf of the Board, serves as an independent and objective party to monitor and provide general oversight of the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our independent registered public accounting firm, our compliance with legal and regulatory requirements and our standards of business conduct. The Audit Committee performs these oversight responsibilities in accordance with its Audit Committee Charter. Currently, the Board has four members, including three independent member. The Audit Committee consists of the three independent members. At the time the audited financial statements for the year ended March 31, 2024 were audited, an independent Audit Committee was in place and approved such financial statements.
Our management is responsible for preparing our financial statements and our financial reporting process. Our independent registered public accounting firm is responsible for expressing an opinion on the conformity of our audited financial statements to generally accepted accounting principles in the United States of America. The Audit Committee met with our independent registered public accounting firm, with and without management present, to discuss the results of their examinations and the overall quality of our financial reporting.
In this context, the Audit Committee reviewed and discussed our audited financial statements for the year ended March 31, 2024 with management and with our independent registered public accounting firm. The Audit Committee discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees), which includes, among other items, matters related to the conduct of the audit of our annual financial statements.
The Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence from us and our management. In addition, no non -audit services were provided by our independent registered public accounting firm in 2024 was compatible with maintaining our registered public accounting firm’s independence and has concluded that it was.
Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board that our audited financial statements be included in our Annual Report on Form 10 -K for the year ended March 31, 2024.
Respectfully submitted by the Audit Committee,
Ming -Hsien Hsu
Hsu -Kao Cheng
Tao -Chou Chang
The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing of our company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent we specifically incorporate this Audit Committee Report by reference therein.
The Audit Committee has selected the firm of MERCURIUS ASSOCIATES LLP (Formerly known as AJSH Co LLP (“Mercurius”), an independent registered public accounting firm, as our auditors for the fiscal year ending March 31, 2025.
78
INDEPENDENT AUDITOR INFORMATION
Representatives of Mercurius have been invited to but are not expected to be present at the Annual Meeting. Mercurius was engaged by us on June 24, 2023.
Audit Fees
We incurred approximately $25,600 and $35,000 for professional services rendered by our registered independent public accounting firm, Mercurius, for the audit and reviews of the Company’s financial statements for each of fiscal 2024 and 2023, respectively.
Audit-Related Fees
We incurred approximately $20,750 and $0 for audit -related fees to Mercurius in each of fiscal 2024 and 2023, respectively.
Tax Reporting Preparation Fees
We did not incur any tax fees to Mercurius in each of fiscal 2024 and 2023.
All Other Fees
We did not incur any fees from our registered independent public accounting firms for services rendered to us, other than the services covered in “Audit Fees” and “Audit -Related Fees” for the fiscal years ended March 31, 2024 and 2023.
Pre-Approval Policies and Procedures
The Audit Committee pre -approves all audit and non -audit services performed by the Company’s auditor and the fees to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s independence.
With respect to the Company’s auditing and other non -audit related services rendered by its registered independent public accounting firm for the years ended March 31, 2024 and 2023, all engagements were entered into pursuant to the Audit Committee’s pre -approval policies and procedures.
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OTHER MATTERS
Stockholder Proposals
No business may be transacted at any annual general meeting or Annual General Meeting other than business that is either (i) specified in the notice of the general meeting (or any supplement thereto) given by or at the direction of the directors of the Company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in our governing documents.
Other Business
The Board does not know of any other matters to be presented at the Annual General Meeting. If any additional matters are properly presented at the Annual General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.
Principal Executive Offices
Our principal executive offices are located at 1604 US Highway 130, North Brunswick, NJ, 08902. Our telephone number is (212) 960 -3677 .
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information available to us as of the Record Date, with respect to our shares of common stock held by:
• each person known by us to be the beneficial owner of more than 5% of our issued and outstanding common stock;
• each of our executive officers and directors and director nominees; and
• all our executive officers and directors as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.
In the table below, percentage ownership is based on 7,522,430 shares of common stock outstanding as of the Record Date, including 975,530 public shares. Voting power represents the combined voting power of shares of common stock owned beneficially by such person. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon conversion of the rights or exercise of the warrants, as the rights and warrants are not exercisable within 60 days of the Record Date.
|
Number of
|
Percentage of
| |||||||
|
Directors and Officers (1) |
|
|||||||
|
Shibasish Sarkar (2) |
6,296,900 |
83.71 |
% |
|||||
|
Ming-Hsien Hsu |
0 |
|
||||||
|
Hsu-Kao Cheng |
0 |
|
||||||
|
Tao-Chou Chang |
0 |
|
||||||
|
All officers and directors as a group (4 individuals) |
6,296,900 |
83.71 |
% |
|||||
|
Holders of more than 5% of our outstanding common stock |
|
|||||||
|
Content Creation Media LLC (2)(3) |
6,296,900 |
83.71 |
% |
|||||
|
By: |
|
|||
|
Name: |
Shibasish Sarkar |
|||
|
Title: |
Chief Executive Officer |
Annex A-2
Annex B
PROPOSED FIFTH AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 5 (this “ Amendment ”), dated as of December [•], 2024, to the Investment Management Trust Agreement (as defined below) is made by and between International Media Acquisition Corp. (the “ Company ”) and Continental Stock Transfer Trust Company, as trustee (“ Trustee ”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of July 28, 2021 (as amended by Amendment No.1 to the Investment Management Trust Agreement, dated July 26, 2022, Amendment No. 2 to the Investment Management Trust Agreement, dated January 27, 2023, Amendment No. 3 to the Investment Management Trust Agreement, dated July 31, 2023, and Amendment No. 4 to the Investment Management Trust Agreement, dated January 2, 2024 the “ Trust Agreement ”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by January 2, 202 5 (the “Deadline Date”) (provided that the Board, in its discretion, upon written notice to the Trustee, may extend the Deadline Date by one month on up to twenty-four (24) occasions (each, an “Extension”), but in no event to a date later than January 2, 2027 (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open)) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of record as of such date; provided , however , that the Company or the Sponsor (or their respective affiliates or permitted designees) will deposit into the Trust Account $ 2,000 for each Extension (each, a “ Contribution ”); provided further, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders.
2. Amendments to Definitions .
(i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:
“ Trust Agreement ” shall mean that certain Investment Management Trust Agreement, dated July 28, 2021, by and between International Media Acquisition and Continental Stock Transfer Trust Company, as amended by Amendment No. 1 to Investment Management Trust Agreement dated July 26, 2022, by Amendment No. 2 to the Investment Management Trust Agreement, dated January 27, 2023, by Amendment No.3 to Investment Management Trust Agreement dated July 31, 2023, by Amendment No.4 to Investment Management Trust Agreement dated January 2, 2024, and by Amendment to No.5 to Investment Management Trust Agreement, dated December [•], 2024.”; and
Annex B-1
3. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
4. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
5. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
6. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[signature page follows]
Annex B-2
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER TRUST COMPANY, as Trustee
|
By: |
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|||
|
Name: |
[•] |
|||
|
Title: |
[•] |
INTERNATIONAL MEDIA ACQUISITION CORP.
|
By: |
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|||
|
Name: |
Shibasish Sarkar |
|||
|
Title: |
Chief Executive Officer |
Annex B-3
INTERNATIONAL MEDIA ACQUISITION CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Annual General Meeting to be Held on December
30, 2024: The Proxy Statement is available at
https://www.cstproxy.com/imac/
ag
m2024
The undersigned hereby appoints Shibasish Sarkar, or the Chairperson of the general meeting as proxy of the undersigned to attend the Annual General Meeting of Stockholders (the “
Annual General Meeting
”) of International Media Acquisition Corp., a Delaware limited liability company (the “
Company
”), to be held via teleconference as described in the Proxy Statement on December
30, 2024 at 9:00 a.m. Eastern time, or at such other time, on such other date to which the meeting may be postponed or adjourned, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Annual General Meeting, dated December
9, 2024 (the “
Notice
”), a copy of which has been received by the undersigned, as follows:
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THISPROXY WILL BE VOTED “FOR” THE PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
Please mark vote as indicated in this example
☒
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
1.
PROPOSAL 1. CHARTER AMENDMENT — APPROVAL
OF AN AMENDMENT TO THE COMPANY’S CURRENT CERTIFICATE OF INCORPORATION (THE “CURRENT CHARTER”) TO EXTEND THE DATE BY WHICH IT HAS TO CONSUMMATE A BUSINESS COMBINATION (THE “COMBINATION
PERIOD”) FOR TWENTY
-FOUR
(24) ADDITIONAL ONE (1) MONTH PERIODS FROM
JANUARY
2, 2025 TO JANUARY
2, 2027 BY DELETING THE CURRENT CHARTER
IN ITS ENTIRETY AND SUBSTITUTING IT WITH THE NEW AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION (THE “NEW CHARTER”) TO THE ACCOMPANYING PROXY STATEMENT (THE “CHARTER AMENDMENT PROPOSAL”)
For
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Against
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Abstain
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2.
PROPOSAL 2. TRUST AMENDMENT — APPROVAL OF AN AMENDMENT
TO THE COMPANY’S INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AS OF
JULY
28, 2021, AS AMENDED ON JULY
26, 2023, JANUARY
27, 2023, JULY
31, 2024 AND JANUARY
2, 2024,
(THE “TRUST AGREEMENT”), BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK
TRANSFER TRUST COMPANY (THE “TRUSTEE”), ALLOWING THE COMPANY TO
EXTEND THE COMBINATION PERIOD FOR TWENTY
-FOUR
(24) ADDITIONAL ONE (1) MONTH PERIODS FROM JANUARY
2,
2025 TO JANUARY
2, 2027 (I.E., FOR A TOTAL
PERIOD OF TIME ENDING 65 MONTHS FROM THE CONSUMMATION OF
THE IPO) (AS AMENDED, THE “TRUST AMENDMENT”) BY DEPOSITING INTO
THE TRUST ACCOUNT (THE “TRUST ACCOUNT”)
$2,000
FOR EACH
ONE
-MONTH
EXTENSION (EACH, AN “EXTENSION PAYMENT”) (THE “TRUST AMENDMENT PROPOSAL”)
For
☐
Against
☐
Abstain
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3. PROPOSAL 3. TARGET AMENDMENT — APPROVAL OF AN AMENDMENT TO ALLOW THE COMPANY TO UNDERTAKE AN INITIAL BUSINESS COMBINATION WITH ANY ENTITY WITH ITS PRINCIPAL BUSINESS OPERATIONS IN CHINA (INCLUDING HONG KONG AND MACAU) (THE “TARGET AMENDMENT PROPOSAL”)
For
☐
Against
☐
Abstain
☐
1604 US HIGHWAY
130
NORTH BRUNSWICK, NJ, 08902
PROXY FOR
THE ANNUAL GENERAL MEETING OF
STOCKHOLDERS
(Continued and to be marked, dated and signed on reverse side)
4. PROPOSAL 4. DIRECTOR — TO ELECT ONE INDIVIDUALS TO SERVE AS A CLASS I DIRECTOR UNTIL THE EXPIRATION OF HIS OR HER TERM OR UNTIL HIS OR HER RESPECTIVE SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED OR UNTIL HIS OR HER EARLIER RESIGNATION, REMOVAL OR DEATH. THE TERM OF THE CLASS I DIRECTORS WILL END AT OUR ANNUAL MEETING HELD IN 2028.
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FOR all nominees listed below (except as indicated). ☐ |
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WITHHOLD AUTHORITY to vote for all nominees listed below. ☐ |
If you wish to withhold your vote for any individual nominee, strike a line through that nominee’s name set forth below:
Shibasish Sarkar
5. PROPOSAL 5. ADJOURNMENT — TO DIRECT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING TO ADJOURN THE ANNUAL GENERAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IF, BASED UPON THE TABULATED VOTE AT THE TIME OF THE MEETING, THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE PROPOSALS 1 ,2, 3 AND 4.
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For ☐ |
Against ☐ |
Abstain ☐ |
NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING AND ANYADJOURNMENT(S) THEREOF.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
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Dated:____________________________________ |
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Signature of Stockholder |
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(Signature if held Jointly) Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney. |
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PLEASE PRINT NAME |
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Certificate Number(s) |
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Total Number of Shares Owned |
Sign exactly as your name(s) appears on your stock certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a stock certificate is registered in two names or held as joint tenants or as community property, both interested persons should sign.
PLEASE COMPLETE THE FOLLOWING :
I plan to attend the Annual General Meeting (Circle one): Yes No
Number of attendees: ______
PLEASE NOTE :
STOCKHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE ANNUAL GENERAL MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.