8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 20, 2025

Date of Report (Date of earliest event reported)

International Media Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40687	86-1627460
(State or other jurisdiction <br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer <br><br>Identification No.)
1604 US Highway 130 North Brunswick, NJ	08902
---	---
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 960-3677

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
---	---
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
---	---
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which<br> registered
Common Stock	IMAQ	None
Warrants	IMAQW	None
Rights	IMAQR	None
Units	IMAQU	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Issuance of Promissory Note

On April 20, 2025, International Media Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal amount of up to $3,000,000 (the “Promissory Note”) to Wei-Hua Chang (the “Lender”). Pursuant to the Promissory Note, the Lender agreed to loan to the Company an aggregate amount of up to $3,000,000. The 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. The Promissory Note is convertible into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth of one share of Common Stock of the Company (together, the “Conversion Securities”), with no fractional Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination (as defined in the Promissory Note). The Promissory Note does not bear interest.

The proceeds of Promissory 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.

The foregoing description of Promissory Note is not complete and is subject to and qualified in its entirety by reference to the full text of Promissory Note which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

Loan Agreement

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on April 9, 2025, the Company entered into a Merger Agreement on April 3, 2025 (the “Merger Agreement”), with VCI Holdings Limited (“VCI”) and Vietnam Biofuels Development Joint Stock Company (“VNB”, and together with VCI, the “Borrower”). The Borrower wishes to borrow funds to cover certain expenses arising out of the initial business combination contemplated by the Merger Agreement (the “Transaction”).

On April 20, 2025, the Company entered into a non-interest bearing unsecured loan (the “Loan Agreement”) to provide a maximum aggregate amount of $499,900 (the “Loan”) to the Borrower to be used by the Borrower exclusively for the expenses directly arising out of the Transaction or as otherwise agreed upon by the Lender.

The Loan bears no interest and the Borrower shall repay the principal amount of the Loan within thirty (30) days of the earlier of: (i) the termination of the Merger Agreement, except where such termination shall have resulted from material breach by the Company of the Merger Agreement, then the Loan shall be waived, (ii) the date on which the parties determine that the parties will not be able to consummate the Transaction. VCI and VNB will be jointly and severally liable for the repayment of the principal amount of the Loan. Upon a successful consummation of the Transaction, the Loan repayment may be waived at the option of the Borrower.

The foregoing description of the Loan Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Loan Agreement which is filed as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.

1

Additional Information and Where to Find It

The Merger Agreement will be submitted to shareholders of International Media Acquisition Corp. (“IMAQ”) for their consideration and approval. International Media Mini Acquisition Corp. (“Purchaser”) and VCI Holdings Limited (“Target Company”) intend to jointly file a registration statement (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to IMAQ’s shareholders in connection with IMAQ’s solicitation for proxies for the vote by IMAQ’s shareholders in connection with the Merger Agreement and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities to be issued to Target Company and Vietnam Biofuels Development Joint Stock Company (“VNB” together with Target Company, the “Target Group”)’s shareholders in connection with the completion of the Merger Agreement. After the Registration Statement is filed and declared effective, IMAQ will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Merger Agreement. IMAQ’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with IMAQ’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the Merger Agreement, because these documents will contain important information about IMAQ, Target Group and the Merger Agreement. Shareholders may also obtain a copy of the preliminary and definitive proxy statements and the prospectus, once available, as well as other documents filed with the SEC regarding the Merger Agreement and other documents filed with the SEC by IMAQ, without charge, at the SEC’s website located at www.sec.gov or by directing a request to IMAQ.

Important Information for Investors and Stockholders

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward Looking Statements

Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of IMAQ’s and the Target Company’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAQ and the Target Company. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

2

Any forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAQ and the Target Group. These forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the transaction, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect IMAQ, the Target Group or the combined company or the expected benefits of the transaction; the failure to obtain approval of the shareholders of IMAQ or the Target Group; the failure to realize the anticipated benefits of the proposed transaction; matters discovered by the parties as they complete their respective due diligence investigation of the other party; costs related to the proposed transactions; IMAQ’s failure to satisfy the conditions to the consummation the proposed transactions, including the approval of the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) and the other transactions contemplated hereby or thereby by the stockholders of IMAQ, the risk that the proposed transactions may not be completed by the stated deadlines and the potential failure to obtain an extension of the stated deadlines; the outcome of any legal proceedings that may be instituted against IMAQ or the Target Company related to the proposed transactions; the attraction and retention of qualified directors, officers, employees and key personnel following the proposed transactions, combined company’s ability following the proposed transactions to compete effectively in a highly competitive market; the ability to protect and enhance the Target Company’s corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in the Target Company’s industry; the uncertain effects of any pandemics; the risk of downturns and the possibility of rapid change in the highly competitive industries in which the Target Group operates or the markets that the Target Group targets; future financial performance of IMAQ following the transaction; the ability of the Target Group to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; the risk that the transaction disrupts current plans and operations of the Target Group as a result of the announcement and consummation of the transaction; the possibility that the Target Group may be adversely affected by other economic, business, regulatory, and/or competitive factors; the evolution of the markets in which the Target Group competes, including technological changes and other trends affecting the biofuel industry; the ability of the Target Group to implement its existing strategic initiatives and continue to innovate; the risk that the Target Group may not be able to execute its growth strategy and the timing of expected business milestones; and the risk of declines or disruptions in the Vietnamese economy. The foregoing list of risks is not exhaustive.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that IMAQ and the Target Company do not presently know, or that IMAQ and the Target Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect IMAQ’s and the Target Company’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the exhibits hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the exhibits hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of IMAQ and the Target Company described above. IMAQ and the Target Company anticipate that subsequent events and developments will cause their assessments to change. However, while IMAQ and the Target Company may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law.

3

Participants in the Solicitation

IMAQ and the Target Group and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from IMAQ’s stockholders in connection with the proposed Merger Agreement. A list of the names of the directors and executive officers of IMAQ and information regarding their interests in the Business Combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the second paragraph under the above section entitled “Important Information for Investors and Stockholders.”

IMAQ and the Target Group, and their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from IMAQ’s shareholders in connection with the proposed Transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of IMAQ’S shareholders in connection with the proposed Transaction will be set forth in the proxy statement/prospectus to be filed with the SEC in connection with the Transaction. You can find more information about IMAQ’s directors and executive officers in IMAQ’s definitive proxy statement related to its Annual General Meeting dated December 9, 2024 and IMAQ’s Current Report on Form 8-K dated March 14, 2025. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as described in the section entitled “Additional Information and Where to Find It.”

Item 9.01. Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.	Description
10.1	Promissory Note, dated April 20, 2025, issued to Wei-Hua Chang
10.2*	Loan Agreement, dated as of April 20, 2025, by and among International Media Acquisition Corp., VCI Holdings Limited, and Vietnam Biofuels Development Joint Stock Company.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Certain exhibits and schedules to this Exhibit have been omitted<br>in accordance with Regulation S-K Item 601(a)(5). International Media Acquisition Corp. agrees to furnish supplementally a copy of all<br>omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
---	---

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 22, 2025
INTERNATIONAL MEDIA ACQUISITION CORP.
By:	/s/ Yu-Fang Chiu
Name:	Yu-Fang Chiu
Title:	Chief Executive Officer and Chief Financial Officer

5

Exhibit 10.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

---

Principal Amount: $3,000,000	Dated as of April 20, 2025

---

International Media Acquisition Corp, a Delaware corporation (the “Maker”), promises to pay to the order of Wei-Hua Chang or its designated affiliates, registered assigns or successors in interest (the “Payee”) the principal sum of up to Three Million Dollars (US$3,000,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker, at its sole discretion, to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1. Principal. The principal balance of this Promissory Note (this “Note”) shall be payable promptly on demand and, in any event, no later than the date on which the Maker terminates or consummates an initial business combination (a “Business Combination”) with a target business (as described in its initial public offering prospectus dated July 28, 2021 (Registration No. 333-255106) (the “Prospectus”)). The principal balance may be prepaid at any time.

(a)	Drawdown Requests. The principal of this Note may be drawn down from time to time prior to the<br>due date hereof upon written request from the Maker to the Payee (each, a “Drawdown Request”). Each Drawdown Request<br>shall state the amount to be drawn down; provided, however, that the maximum amount of drawdowns outstanding under this Note may not exceed<br>Three Million Dollars (US$3,000,000).
(b)	Availability of Funds. The Payee shall make the following amounts available to the Maker in immediately<br>available funds, within 7 (seven) days of the following dates:
---	---
a.	Upon signing of this Note: Five Hundred Thousand Dollars (US$500,000);
---	---
b.	May 15, 2025: Five Hundred Thousand Dollars (US$500,000);
---	---
c.	June 15, 2025: One Million Dollars (US$1,000,000);
---	---
d.	July 30, 2025: One Million Dollars (US$1,000,000).
---	---

2. Conversion Rights. The Payee has the right in its sole discretion, but not the obligation, to convert this Note, in whole or in part, into units consisting of one share of Common Stock of the Maker and one right to receive one-twentieth of one share of Common Stock (together, the “Conversion Securities”), at the option of the Payee. The number of Conversion Securities to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.

(a)	Fractional Conversion Securities. No fractional Conversion Securities will be issued upon conversion<br>of this Note. In lieu of any fractional Conversion Securities to which Payee would otherwise be entitled, Maker will pay to Payee in cash<br>the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Conversion Securities.
(b)	Effect of Conversion. If the Payee elects to convert this Note into Conversion Securities, this<br>Note shall be deemed to be converted immediately prior to the closing of the Business Combination. At its expense, the Maker will, as<br>soon as practicable after receiving this Note for cancellation after the closing of a Business Combination, issue and deliver to Payee,<br>at Payee’s address set forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for<br>the number of Conversion Securities to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to<br>applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional<br>Conversion Securities as described herein.
---	---

3. Interest. No interest shall accrue on the unpaid principal balance of this Note.

4. Application of Re-Payments. All re-payments by the Maker shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a)	Failure to Make Required Payments. Failure by Maker to (i) issue Conversion Securities pursuant<br>to Section 2 hereof, if so elected by the Payee or (ii) pay the principal of this Note when due (whether at maturity, because of a mandatory<br>prepayment provision or acceleration or otherwise) or (iii) to pay any other amount due under this Note within five (5) business days<br>following the due date thereof.
(b)	Voluntary Liquidation, Etc. The commencement by Maker or any subsidiary thereof of a proceeding<br>under any law relating to its bankruptcy, insolvency, reorganization, rehabilitation, adjustment of debts, relief of debtors, dissolution,<br>liquidation, winding up or other similar action (”Insolvency Laws”), or the consent by it to the appointment of, or<br>taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for<br>any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally<br>to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
---	---
(c)	Involuntary Bankruptcy, Etc. (A) The commencement by any person other than Maker of a case against<br>Maker or any of its subsidiaries under any Insolvency Law that is not dismissed within 45 days, or (B) the commencement of any proceeding<br>for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial<br>part of its property, or (C) any decree or order is entered declaring Maker or any of its subsidiaries insolvent or bankrupt or ordering<br>the winding-up or liquidation of the affairs of Maker or any of its subsidiaries.
---	---

2

6. Remedies.

(a)	Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice<br>to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts<br>payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which<br>are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)	Upon the occurrence of an Event of Default specified in Section 5(b) or 5(c), the unpaid principal balance<br>of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all<br>cases without any action on the part of Payee and without presentment, demand, protest or other notice of any kind, all of which are hereby<br>expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
---	---

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

9. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Maker:

Wei-Hua Chang

No. 23, Rende Rd., Nantou City,

Nantou County 540002, Taiwan

If to Payee:

International Media Acquisition Corp.

1604 HWY 130, NORTH BRUNSWICK,

NJ, 08902

3

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) business days following tender of delivery or dispatch by express mail or delivery service.

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11. Jurisdiction. The courts of the State of New York located in the Borough of Manhattan (and appropriate appellate courts) have exclusive jurisdiction to settle any dispute arising out of or in connection with this Note (including a dispute relating to any non-contractual obligations arising out of or in connection with this Note) and the parties submit to the exclusive jurisdiction of the courts of New York. Notwithstanding the foregoing, nothing in this Note shall prevent the Payee from enforcing this Note in any jurisdiction where the assets of the Maker are or may be located.

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13. Trust Waiver. Payee has read the Prospectus and understands that Maker has established the trust account described in the Prospectus (the “Trust Account”), for the benefit of the public shareholders and the underwriters of Maker’s initial public offering (the “Underwriters”) pursuant to the certain investment management trust agreement, dated as of July 28, 2021, and as amended from time to time, between the Maker and Continental Stock Transfer & Trust Company (the “Trust Agreement”) and that, except for certain exceptions described in the Prospectus, Maker may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement.

Notwithstanding anything herein to the contrary, Payee hereby agrees that he, she or it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that, he, she or it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker; provided that (a) nothing herein shall serve to limit or prohibit Payee’s right to pursue a claim against the Maker for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby (including a claim against the Maker to specifically perform its obligations under this Note) so long as such claim would not affect the Maker’s ability to fulfill its obligation to effectuate any redemption, and (b) nothing herein shall serve to limit or prohibit any claims that Payee may have in the future against the Maker’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of the Business Combination and any assets that have been purchased or acquired with any such funds).

4

14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

16. Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Note.

---

IN WITNESS WHEREOF, each party hereto, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.

International Media Acquisition Corp.
By:	/s/ Yu-Fang Chiu
Name:	Yu-Fang Chiu
Title:	Chief Executive Officer
Wei-Hua Chang
By:	/s/ Wei-Hua Chang
Name:	Wei-Hua Chang

5

Exhibit 10.2

---

LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is made on this day of April 20, 2025 (the “Effective Date”).

BETWEEN:

1.	VCI Holdings Limited, a British Virgin Islands business company (“VCI”) and Vietnam Biofuels DevelopmentJoint Stock Company, a joint stock company incorporated under the Laws of Vietnam (“VNB”, and together with VCI,<br>the “Borrower”);
2.	International Media Acquisition Corp., a Delaware corporation (the “Lender”).
---	---

WHEREAS:

A.	The Lender and the Borrower entered into a merger agreement dated April 3, 2025 (the “Merger Agreement”), pursuant<br>to which, among other things, International Media Mini Acquisition Corp. (“Purchaser”) a to be formed British Virgin<br>Islands business company and wholly owned subsidiary of the Lender, will merger with and into Purchaser (the “RedomesticationMerger”), in which Purchaser will be the surviving entity (the “Redomestication Merger Surviving Corporation”);<br>and (ii) immediately after the Redomestication Merger, the parties hereto desire to effect a share purchase transaction, pursuant to which<br>the Redomestication Merger Surviving Corporation will undertake to acquire 100% of the issued and outstanding shares of VCI, and, as consideration<br>for such purchase, the Redomestication Merger Surviving Corporation shall issue shares to the shareholders of VCI (the “SharePurchase”). Following the Share Purchase, VCI will become a wholly-owned subsidiary of the Redomestication Merger Surviving<br>Corporation;
B.	At the completion of the restructuring and prior to the closing of the Merger Agreement, VCI will own 100% of the issued share capital<br>of VNB.
---	---
C.	The Borrower wishes to borrow money to cover certain expenses arising out of the Transaction until such time the Lender consummates<br>its initial business combination with the Borrower (the “Transaction”);
---	---
D.	The Lender has agreed to provide a loan to the Borrower to be used by the Borrower exclusively for expenses directly arising out of<br>the Transaction, or as otherwise agreed upon by the Lender (“Purpose of Loan”);
---	---

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows with effect from the Effective Date:

---

1.	Recitals Integral
1.1	The recitals above shall form an integral part of this Agreement.
---	---
2.	Amount and Purpose of Loan
---	---
2.1	The Lender hereby agrees to lend to the Borrower a loan in a maximum aggregate amount of Four Hundred Ninety-Nine Thousand Nine Hundred<br>Dollars ($499,900.00) in lawful money of the United States of America (the “Loan”).
---	---
2.2	The Lender shall make $399,925 available to the Borrower by or before April 19 2025, and $99,975 by or before May 18, 2025.
---	---
2.3	The Borrower shall use the Loan solely for the Purpose of Loan.
---	---
3.	Interest on the Loan
---	---

No interest shall accrue on the unpaid balance of the Loan. In the Event of Default, an interest rate of 1% shall accrue and roll forward for each subsequent 30-day period (“Penalty”), but in no event shall exceed the maximum rate permitted by applicable laws in Hong Kong.

4.	Repayment of the Loan
4.1	The Borrower shall repay the principal amount of the Loan within thirty (30) days of the earlier of:, (i) the termination of the Merger<br>Agreement, except where such termination shall have resulted from material breach by the Lender of the Merger Agreement, then the Loan<br>shall be waived, (ii) the date on which the Parties determines that the Parties will not be able to consummate the Transaction. VCI<br>and VNB will be jointly and severally liable for the repayment of the principal amount of the Loan.
---	---
4.2	The Borrower may prepay the Loan, in whole or in part, at any time without penalty.
---	---
4.3	All payments made by the Borrower to the Lender under this Agreement shall be made in immediately available funds and shall be paid<br>by transfer to the bank account detailed in Appendix I.
---	---
4.4	Upon a successful consummation of the Transaction, the Loan repayment shall be waived at the option of the Borrower.
---	---
5.	Application of Payments
---	---

All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Agreement, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Loan.

6.	Events of Default

The following shall constitute an event of default (“Eventof Default”):

---

6.1	Failure to Make Required Payments. Failure by Borrower to pay the principal of this Loan within one (1) business day following the<br>date when due.
6.2	Voluntary Liquidation, Etc. The commencement by Borrower of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation<br>or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,<br>custodian, sequestrator (or other similar official) for Borrower or for any substantial part of its property, or the making by it of any<br>assignment for the benefit of creditors, or the failure of Borrower generally to pay its debts as such debts become due, or the taking<br>of corporate action by Borrower in furtherance of any of the foregoing.
---	---
6.3	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of<br>maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator,<br>assignee, custodian, trustee, sequestrator (or similar official) for Borrower or for any substantial part of its property, or ordering<br>the winding-up or liquidation of the affairs of Borrower, and the continuance of any such decree or order unstayed and in effect for a<br>period of 60 consecutive days.
---	---

2

7.	Remedies.
7.1	Upon the occurrence of an Event of Default specified in Section 6.1 hereof, Lender may, by written notice to Borrower, declare the<br>Loan to be due immediately and payable, whereupon the unpaid principal amount of this Loan, the Penalty, and all other amounts payable<br>hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are<br>hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
---	---
7.2	Upon the occurrence of an Event of Default specified in Sections 6.2 and 6.3, the unpaid principal balance of this Loan, the Penalty,<br>and all other sums payable with regard to this Loan, shall automatically and immediately become due and payable, in all cases without<br>any action on the part of Lender.
---	---

---

Waivers.

Borrower and all endorsers and guarantors of, and sureties for, this Loan waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Loan, all errors, defects and imperfections in any proceedings instituted by Lender under the terms of this Note, and all benefits that might accrue to Borrower by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Borrower agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Lender.

8.	Statements Conclusive

The statement of the Lender as to any amount payable by the Borrower hereunder shall (in the absence of obvious error) be conclusive and binding on the parties hereto.

9.	Waiver; Amendments

No failure on the part of the Lender to exercise, or delay in exercising, any right shall operate as a waiver thereof, and no specific waiver shall be construed as a general waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Borrower and the Lender.

10.	Trust Waiver

Borrower that Lender has established a trust account for the benefit of its public shareholders pursuant to the certain investment management trust agreement, dated as of July 28, 2021, and as amended on January 27, 2023, July 31, 2023, January 2, 2024 and December 31, 2024 by and between the Lender and Continental Stock Transfer & Trust Company (the “IMTA”) and that, except for certain exceptions described in the Prospectus, Lender may disburse monies from the Trust Account only for the purposes set forth in the IMTA.

3

Notwithstanding anything herein to the contrary, Borrower hereby agrees that he, she or it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that, he, she or it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Lender; provided that (a) nothing herein shall serve to limit or prohibit Borrower’s right to pursue a claim against the Lender for legal relief against monies or other assets held outside the Trust Account, or (b) for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby (including a claim against the Lender to specifically perform its obligations under the Loan) so long as such claim would not affect the Lender’s ability to fulfill its obligation to effectuate any redemption.

11.	Severability

If any provision hereof shall be illegal or unenforceable for any reason, the legality and enforceability of the remainder of the provisions hereof shall not be affected or impaired thereby.

12.	Entire Agreement

This Agreement constitutes the entire agreement between the parties to this Agreement in relation to the Loan, the Lender’s obligation to make or fund the Loan and the Borrower’s obligations in respect of the Loan, and supersedes any previous agreement, whether express or implied, regarding the Loan.

13.	Notices

All notices to be given under this Agreement shall be in writing and shall be served to the addresses stated below or to such other address as a party may subsequently designate in writing to the other parties. Alternatively, notices may be served by e-mail.

If to VCI:

VCI Holdings Limited

Tricor Services (BVI) Limited, 2/F, Palm Grove House, P.O. Box 3340,

Road Town, Tortola, British Virgin Islands

Attention: Navinderjeet Singh

Email: projects@valensint.com

If to VNB:

Vietnam Biofuels Development Joint Stock Company

Floor 4, TSG Lotus Sai Dong Tower, No. 190, Sai Dong Street, Viet Hung Ward,

Long Bien District, Hanoi City, Vietnam

Attention: Tran Duong

Email: board@vnbiofuels-jsc.com

If to the Lender, to:

International Media Acquisition Corp.

1604 US Highway 130, North Brunswick, NJ, 08902

Attention: Ms. Yu-Fang Chiu

Email: adachiu1003@gmail.com

4

14.	Assignment
14.1	This Agreement shall benefit and be binding upon the parties hereto and their respective successors and permitted assigns or transferees.<br>Any reference in this Agreement to any party shall be construed accordingly.
---	---
14.2	The Lender shall not, at any time prior to completion of the Merger Agreement, assign, transfer or otherwise dispose of all or any<br>of its rights or obligations under this Agreement without the prior written consent of the Borrower.
---	---
14.3	The Borrower shall not assign, transfer or otherwise dispose of all or any of its rights or obligations under this Agreement without<br>the prior written consent of the Lender.
---	---
15.	Governing Law and Jurisdiction
---	---

This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong Special Administrative Region. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrator shall be one. The arbitration proceedings shall be conducted in English. Each of the Lender and the Borrower waives any right to trial by jury with respect to any lawsuit, claim or other proceeding arising out of or relating to this Agreement.

5

SIGNED on behalf of the parties hereto on the day and year first above written.

The Borrower:
For and on behalf of VCI Holdings Limited
/s/ Navinderjeet Singh
VCI Holdings Limited
Name:	Navinderjeet Singh
Title:	Director
For and on behalf of Vietnam Biofuels Development Joint Stock Company
---	---
/s/ Tran Trong Nghia
Vietnam Biofuels Development Joint Stock Company
Name:	Tran Trong Nghia
Title:	Director
The Lender:
---	---
For and on behalf of International Media Acquisition Corp.
/s/ Yu-Fang Chiu
International Media Acquisition Corp.
Name:	Yu-Fang Chiu
Title:	Chief Executive Officer

6