IMAQ 8-K
International Media Acquisition Corp. (IMAQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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(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:
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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.
Amendments to Promissory Notes
As previously disclosed in the Current Report on Form 8-K filed by International Media Acquisition Corp. (“IMAQ” or the “Company”) with the SEC on January 31, 2024, IMAQ issued an unsecured promissory note to JC Unify Capital (Holdings) Limited (“JC Unify”), dated as of January 31, 2024 (the “Promissory Note A”).
As previously disclosed in the Current Report on Form 8-K filed by IMAQ with the SEC on February 27, 2024, IMAQ issued two unsecured promissory notes to JC Unify, dated as of February 27, 2024 (the “Promissory Note B”), and February 27, 2024 (the “Promissory Note C”, together with Promissory Note A and Promissory Note B, the “Prior Notes”).
On June 28, 2024, IMAQ entered into amendments to the Prior Notes (the “Amendments to the Promissory Notes”) with JC Unify. Pursuant to the Amendments to the Promissory Notes, JC Unify 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 IMAQ to issue Conversion Securities constitutes a failure to make required payments, constituting an event of default.
The foregoing description of the Amendments to the Promissory Notes is qualified in its entirety by reference to the full text of the Amendments to the Promissory Notes, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 9.01 Exhibits
Exhibit No. |
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| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 1, 2024 |
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INTERNATIONAL MEDIA ACQUISITION CORP. |
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By: | /s/ Shibasish Sarkar |
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Name: | Shibasish Sarkar |
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Title: | Chief Executive Officer |
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EXHIBIT 10.1
AMENDMENT TO PROMISSORY NOTE
This Amendment (this “Amendment”) to that certain Promissory Note, dated as of January 31, 2024 (the “Note”), by and among International Media Acquisition Corp, a Delaware corporation(the “Maker”), and JC Unify Capital (Holdings) Limited or its designated affiliates, registered assigns or successors in interest (the “Payee”), is made and entered into effective as of June 28, 2024 by the Maker and the Payee.
RECITALS
WHEREAS, the Maker and the Payee desire to amend the terms of the Note as set forth below;
WHEREAS, the Maker and the Payee have agreed to make certain amendments to the Note;
WHEREAS, any amendment to the Note may be made with, and only with, the written consent of the Maker and the Payee; and
WHEREAS, all capitalized terms not defined in this Amendment will have the meanings given to them in the Note.
NOW, THEREFORE, in consideration of these premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually agree as follows:
AGREEMENT
1. Amendment to Note.
a. Section 2 of the Note is hereby amended and restated in its entirety and replaced with the following:
“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.
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| (a) | Fractional Conversion Securities. No fractional Conversion Securities will be issued upon conversion of this Note. In lieu of any fractional Conversion Securities to which Payee would otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Conversion Securities. |
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| (b) | Effect of Conversion. If the Payee elects to convert this Note into Conversion Securities, this Note shall be deemed to be converted immediately prior to the closing of the Business Combination. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a Business Combination, issue and deliver to Payee, at Payee’s address set forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for the number of Conversion Securities to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Conversion Securities as described herein.” |
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b. Section 6 (a) of the Note is hereby amended and restated in its entirety and replaced with the following:
“(a) Failure to Make Required Payments. Failure by Maker to (i) issue Conversion Securities pursuant 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 prepayment provision or acceleration or otherwise) or (iii) issue Additional Securities and New Units pursuant to Section 4 or (iv) to pay any other amount due under this Note within five (5) business days following the due date thereof.”
2. No Other Amendments. Wherever necessary, all other terms of the Note are hereby amended to be consistent with the terms of this Amendment. Except as specifically set forth herein, the Note shall remain in full force and effect.
3. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Executed signatures transmitted via facsimile or PDF will be accepted and considered duly executed.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the effective date written above.
| MAKER: |
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| INTERNATIONAL MEDIA ACQUISITION CORP. |
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| By: | /s/ Shibasish Sakrar |
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| Name: | Shibasish Sakrar |
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| Title: | Chief Executive Officer |
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| PAYEE:
JC Unify Capital (Holdings) Limited |
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| By: | /s/ Naphat Sirimongkolkasem |
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| Name: | Naphat Sirimongkolkasem |
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| Title: | Authorised signatory |
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EXHIBIT 10.2
AMENDMENT TO PROMISSORY NOTE B
This Amendment (this “Amendment to Note B”) to that certain Promissory Note B, dated as of February 27, 2024 (the “Note”), by and among International Media Acquisition Corp, a Delaware corporation(the “Maker”), and JC Unify Capital (Holdings) Limited or its designated affiliates, registered assigns or successors in interest (the “Payee”), is made and entered into effective as of June 28, 2024 by the Maker and the Payee.
RECITALS
WHEREAS, the Maker and the Payee desire to amend the terms of the Note as set forth below;
WHEREAS, the Maker and the Payee have agreed to make certain amendments to the Note;
WHEREAS, any amendment to the Note may be made with, and only with, the written consent of the Maker and the Payee; and
WHEREAS, all capitalized terms not defined in this Amendment to Note B will have the meanings given to them in the Note.
NOW, THEREFORE, in consideration of these premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually agree as follows:
AGREEMENT
1. Amendment to Note.
a. Section 2 of the Note is hereby amended and restated in its entirety and replaced with the following:
“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.
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| (a) | Fractional Conversion Securities. No fractional Conversion Securities will be issued upon conversion of this Note. In lieu of any fractional Conversion Securities to which Payee would otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Conversion Securities. |
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| (b) | Effect of Conversion. If the Payee elects to convert this Note into Conversion Securities, this Note shall be deemed to be converted immediately prior to the closing of the Business Combination. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a Business Combination, issue and deliver to Payee, at Payee’s address set forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for the number of Conversion Securities to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Conversion Securities as described herein.” |
b. Section 5 (a) of the Note is hereby amended and restated in its entirety and replaced with the following:
“(a) Failure to Make Required Payments. Failure by Maker to (i) issue Conversion Securities pursuant 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 prepayment provision or acceleration or otherwise) or (iii) to pay any other amount due under this Note within five (5) business days following the due date thereof.”
2. No Other Amendments. Wherever necessary, all other terms of the Note are hereby amended to be consistent with the terms of this Amendment to Note B. Except as specifically set forth herein, the Note shall remain in full force and effect.
3. Counterparts; Facsimile. This Amendment to Note B may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Executed signatures transmitted via facsimile or PDF will be accepted and considered duly executed.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to Note B to be duly executed and delivered by their proper and duly authorized officers as of the effective date written above.
| MAKER: |
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| INTERNATIONAL MEDIA ACQUISITION CORP. |
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| By: | /s/ Shibasish Sakrar |
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| Name: | Shibasish Sakrar |
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| Title: | Chief Executive Officer |
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| PAYEE:
JC Unify Capital (Holdings) Limited |
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| By: | /s/ Naphat Sirimongkolkasem |
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| Name: | Naphat Sirimongkolkasem |
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| Title: | Authorised signatory |
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EXHIBIT 10.3
AMENDMENT TO PROMISSORY NOTE C
This Amendment (this “Amendment to Note C”) to that certain Promissory Note C, dated as of February 27, 2024 (the “Note”), by and among International Media Acquisition Corp, a Delaware corporation(the “Maker”), and JC Unify Capital (Holdings) Limited or its designated affiliates, registered assigns or successors in interest (the “Payee”), is made and entered into effective as of June 28, 2024 by the Maker and the Payee.
RECITALS
WHEREAS, the Maker and the Payee desire to amend the terms of the Note as set forth below;
WHEREAS, the Maker and the Payee have agreed to make certain amendments to the Note;
WHEREAS, any amendment to the Note may be made with, and only with, the written consent of the Maker and the Payee; and
WHEREAS, all capitalized terms not defined in this Amendment to Note C will have the meanings given to them in the Note.
NOW, THEREFORE, in consideration of these premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually agree as follows:
AGREEMENT
1. Amendment to Note.
a. Section 2 of the Note is hereby amended and restated in its entirety and replaced with the following:
“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.
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| (a) | Fractional Conversion Securities. No fractional Conversion Securities will be issued upon conversion of this Note. In lieu of any fractional Conversion Securities to which Payee would otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Conversion Securities. |
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| (b) | Effect of Conversion. If the Payee elects to convert this Note into Conversion Securities, this Note shall be deemed to be converted immediately prior to the closing of the Business Combination. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a Business Combination, issue and deliver to Payee, at Payee’s address set forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for the number of Conversion Securities to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Conversion Securities as described herein.” |
b. Section 5 (a) of the Note is hereby amended and restated in its entirety and replaced with the following:
“(a) Failure to Make Required Payments. Failure by Maker to (i) issue Conversion Securities pursuant 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 prepayment provision or acceleration or otherwise) or (iii) to pay any other amount due under this Note within five (5) business days following the due date thereof.”
2. No Other Amendments. Wherever necessary, all other terms of the Note are hereby amended to be consistent with the terms of this Amendment to Note C. Except as specifically set forth herein, the Note shall remain in full force and effect.
3. Counterparts; Facsimile. This Amendment to Note C may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Executed signatures transmitted via facsimile or PDF will be accepted and considered duly executed.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to Note C to be duly executed and delivered by their proper and duly authorized officers as of the effective date written above.
| MAKER: |
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| INTERNATIONAL MEDIA ACQUISITION CORP. |
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| By: | /s/ Shibasish Sakrar |
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| Name: | Shibasish Sakrar |
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| Title: | Chief Executive Officer |
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| PAYEE:
JC Unify Capital (Holdings) Limited |
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| By: | /s/ Naphat Sirimongkolkasem |
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| Name: | Naphat Sirimongkolkasem |
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| Title: | Authorised signatory |
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