8-K
International Media Acquisition Corp. (IMAQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
August 6, 2021
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<br><br> <br>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 onwhich registered |
|---|---|---|
| Common Stock | IMAQ | The Nasdaq Stock Market LLC |
| Warrants | IMAQW | The Nasdaq Stock Market LLC |
| Rights | IMAQR | The Nasdaq Stock Market LLC |
| Units | IMAQU | The Nasdaq Stock Market LLC |
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 x
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 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events
As previously disclosed on a Current Report on Form 8-K dated July 28, 2021, International Media Acquisition Corp. (the “Company”), consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one right to receive one-twentieth (1/20) of a share of Common Stock upon the consummation of an initial business combination and one redeemable warrant entitling the holder thereof to purchase three-fourths (3/4) of a share of Common Stock at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000. The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any.
As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 714,400 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $7,144,000.
Subsequently, on August 3, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on August 6, 2021. The total aggregate issuance by the Company of 3,000,000 units at a price of $10.00 per unit resulted in total gross proceeds of $30,000,000. On August 6, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 82,500 Private Units, generating gross proceeds of $825,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A total of $230,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on August 2, 2021 and August 6, 2021, were placed in a trust account established for the benefit of the Company’s public stockholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Balance Sheet dated August 2, 2021 |
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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: August 11, 2021
INTERNATIONAL MEDIA ACQUISITION CORP.
| By: | /s/ Shibasish Sarkar |
|---|---|
| Name: | Shibasish Sarkar |
| Title: | Chief Executive Officer |
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Exhibit 99.1
INTERNATIONAL MEDIA ACQUISITION CORP.
BALANCE SHEET
AUGUST 2, 2021
| Pro Forma Adjustments | As Adjusted | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | ||||||||
| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash | 14,986 | $ | 180,463 | (b) | $ | 185,859 | |||
| (9,590 | ) | (c) | |||||||
| Total current assets | 14,986 | 170,873 | 185,859 | ||||||
| Cash held in trust account | 202,970,633 | 29,390,410 | (a) | 232,370,633 | |||||
| 9,590 | (c) | ||||||||
| TOTAL ASSETS | 202,985,619 | $ | 29,570,873 | $ | 232,556,492 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||
| Current liabilities: | |||||||||
| Accrued offering costs | 1,757,068 | $ | — | $ | 1,757,068 | ||||
| Promissory note - related party | 419,537 | (419,537 | ) | (b) | — | ||||
| Accounts payable, accrued expenses and other current liabilities | 4,620 | — | 4,620 | ||||||
| Total current liabilities | 2,181,225 | (419,537 | ) | 1,761,688 | |||||
| Warrant liability | 414,352 | 47,850 | (b) | 462,202 | |||||
| Deferred underwriting fee payable | 7,000,000 | 1,050,000 | (d) | 8,050,000 | |||||
| Total Liabilities | 9,595,577 | 678,313 | 10,273,890 | ||||||
| Commitments (Note 6) | |||||||||
| Common stock subject to possible redemption, 18,839,004 and 21,728,260 shares at redemption value, actual and as adjusted, respectively | 188,390,040 | 28,892,560 | (e) | 217,282,600 | |||||
| Stockholders’ Equity | |||||||||
| Preferred stock, 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | — | — | ||||||
| Common stock, 0.0001 par value; 500,000,000 shares authorized; 7,625,396 and 7,818,640 shares issued and outstanding, actual and as adjusted, respectively (excluding 18,839,004 and 21,728,260 shares subject to possible redemption, actual and as adjusted, respectively) | 762 | 300 | (a) | 781 | |||||
| 8 | (b) | ||||||||
| (289 | ) | (e) | |||||||
| Additional paid-in capital | 5,223,944 | 29,999,700 | (a) | 5,236,975 | |||||
| (609,590 | ) | (a) | |||||||
| 777,142 | (b) | ||||||||
| (211,950 | ) | (b) | |||||||
| (1,050,000 | ) | (d) | |||||||
| (28,892,271 | ) | (e) | |||||||
| Accumulated deficit | (224,704 | ) | (13,050 | ) | (b) | (237,754 | ) | ||
| Total Stockholders’ Equity | 5,000,002 | — | 5,000,002 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 202,985,619 | $ | 29,570,873 | $ | 232,556,492 |
All values are in US Dollars.
^^
The accompanying note is an integral part of the financial statement.
INTERNATIONAL MEDIA ACQUISITION CORP.
NOTE TO FINANCIAL STATEMENT
NOTE 1. CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of International Media Acquisition Corp. (the “Company”) as of August 2, 2021, adjusted for the full exercise of the underwriters’ over-allotment option and related transactions which closed on August 6, 2021 as described below.
On August 2, 2021, the Company consummated its initial public offering (the “Initial Public Offering”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock, one right and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase three-fourths of one share of common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 714,400 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Content Creation Media LLC (the “Sponsor”), generating gross proceeds of $7,144,000. Each Private Unit consists of one share of common stock, one right and one warrant.
The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On August 3, 2021, the Underwriters fully exercised the over-allotment option and, on August 6, 2021, purchased an additional 3,000,000 Units (the “Over-Allotment Units”), generating gross proceeds of $30,000,000. In connection with the exercise of the over-allotment option, the Company incurred $600,000 in cash underwriting fees, $1,050,000 in deferred underwriting fees, $9,591 in other reimbursable underwriting expenses, and $225,000 in additional offering fees to Ontogeny Capital L T D (“Ontogeny”) pursuant to a management consulting agreement (the “Management Consulting Agreement”).
Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 82,500 Private Units (the “Over-Allotment Private Units”) at a purchase price of $10.00 per unit in a private placement to the Sponsor, for an aggregate purchase price of $825,000. In exchange for the Over-Allotment Private Units, the Sponsor settled the amount due to the Sponsor of $419,537 under a promissory note, paid $225,000 on behalf of the Company to Ontogeny pursuant to the Management Consulting Agreement, and paid $180,463 in cash to the Company.
In addition, the Sponsor had agreed to forfeit up to 750,000 shares of common stock (the “Founder Shares”) to the extent that the over-allotment option was not exercised in full by the Underwriters. As a result of the Underwriters’ full exercise of the over-allotment option, these Founders Shares are no longer subject to forfeiture.
INTERNATIONAL MEDIA ACQUISITION CORP.
NOTE TO FINANCIAL STATEMENT
Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option described above are as follows:
| Pro forma entries | ||||
|---|---|---|---|---|
| a. | Cash held in trust account | 29,390,410 | ||
| Additional paid-in capital | 609,590 | |||
| Common stock | $ | 300 | ||
| Additional paid-in capital | $ | 29,999,700 | ||
| To record sale of 3,000,000 Over-Allotment Units at 10.00 per Unit, net of cash underwriting fee and reimbursable underwriting expenses | ||||
| b. | Cash | 180,463 | ||
| Promissory note - related party | 419,537 | |||
| Additional paid-in capital | 211,950 | |||
| Accumulated deficit | 13,050 | |||
| Warrant liability | $ | 47,850 | ||
| Common stock | $ | 8 | ||
| Additional paid-in capital | $ | 777,142 | ||
| To record sale of 82,500 Over-Allotment Private Units at 10.00 per Unit | ||||
| c. | Cash held in trust account | 9,590 | ||
| Cash | $ | 9,590 | ||
| To record transfer of proceeds from sale of Over-Allotment Private Units to the trust account for payment of reimbursable underwriting expenses | ||||
| d. | Additional paid-in capital | 1,050,000 | ||
| Deferred underwriting fee payable | $ | 1,050,000 | ||
| To record additional deferred underwriters’ fee arising from the sale of Over-Allotment Units | ||||
| e. | Common stock | 289 | ||
| Additional paid-in capital | 28,892,271 | |||
| Common stock subject to possible redemption | $ | 28,892,560 | ||
| To record common stock subject to redemption |
All values are in US Dollars.