International Media Acquisition Corp S-1/A, filed Jun 25, 2021

International Media Acquisition Corp. (IMAQ)

S-1/A 2021-06-25

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Delaware		6770		86-1627460
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

Title of Each Class of Security Being Registered	Amount Being Registered⁽¹⁾		Proposed Maximum Offering Price per Security		Proposed Maximum Aggregate Offering Price⁽²⁾		Amount of Registration Fee
Units, each consisting of one share of Common Stock, $0.0001 par value, one Right to acquire one-twentieth (1/20) share of Common Stock and one Warrant to purchase three-fourths (3/4) share of Common Stock		23,000,000	$	10.00	$	230,000,000	$	25,093
Shares of Common Stock, $0.0001 par value, included as part of the Units		23,000,000		—		—		—	⁽³⁾
Rights included as part of the Units		23,000,000		—		—		—	⁽³⁾
Shares of Common Stock, $0.0001 par value, underlying the Rights included as part of the Units		1,150,000		—		—		—	⁽³⁾
Redeemable Warrants included as part of the Units		23,000,000	$	—	$	—	$	—	⁽³⁾
Total					$	230,000,000	$	25,093	⁽⁴⁾

	Price to Public		Underwriting Discounts and Commissions⁽¹⁾		Proceeds, before expenses, to us
Per Unit	$	10.00	$	0.55	$	9.45
Total	$	200,000,000	$	11,000,000	$	189,000,000


		Page
Prospectus Summary		1
Risk Factors		26
Cautionary Note Regarding Forward-Looking Statements		49
Use of Proceeds		50
Dividend Policy		54
Dilution		55
Capitalization		57
Management’s Discussion and Analysis of Financial Condition and Results of Operations		58
Proposed Business		63
Management		82
Principal Shareholders		91
Certain Relationships and Related Party Transactions		94
Description of Securities		97
Shares Eligible for Future Sale		102
Underwriting		104
Legal Matters		111
Experts		111
Where You Can Find Additional Information		111
Index to Financial Statements		F-1

Securities offered		20,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock, one right to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant. Each redeemable warrant entitles the holder thereof to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per full share.

Proposed NASDAQ symbols		We anticipate the units, and the shares of common stock, rights and warrants once they begin separate trading, will be listed on NASDAQ under the symbols “IMAQU,” “IMAQ,” “IMAQR” and “IMAQW,” respectively.

Trading commencement and separate trading of common stock, rights and warrants		The units will begin trading on or promptly after the date of this prospectus. We expect the common stock, rights and warrants will begin separate trading on the 30^th day after the date of this prospectus unless Chardan Capital Markets, LLC determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will Chardan allow separate trading of the common stock, rights and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. Once the shares of common stock, rights and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of common stock, rights and warrants. We will file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, or the SEC, including an audited balance sheet, promptly following the closing of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Chardan has allowed separate trading of the common stock, rights and warrants prior to the 30^th day after the date of this prospectus.

Units:

Number outstanding before this offering		0 units

Number to be outstanding after this offering and sale of private units		20,714,400 units⁽¹⁾

Shares of common stock:

Number outstanding before this offering		5,750,000 shares⁽²⁾

Number to be outstanding after this offering and sale of private units		25,714,400 shares⁽³⁾

Redeemable Rights:

Number outstanding before this offering		0 rights

Number to be outstanding after this offering and sale of private units		20,714,400 rights⁽⁴⁾

Redeemable Warrants:

Number outstanding before this offering		0 warrants

Number to be outstanding after this offering and sale of private units		20,714,400 warrants⁽⁵⁾

(4)	Includes 20,000,000 public rights and 714,400 private rights. If the over-allotment option is exercised in full, there will be a total of 23,796,900 rights outstanding, including an aggregate of 796,900 rights underlying the private units.
(5)	Includes 20,000,000 public warrants and 714,400 private warrants. If the over-allotment option is exercised in full, there will be a total of 23,796,900 warrants outstanding, including an aggregate of 796,900 warrants underlying the private units.

Exercise price:		$11.50 per full share.

Redemption of warrants:		We may redeem the outstanding public warrants, in whole and not in part, at a price of $0.01 per warrant: • at any time while the warrants are exercisable, • upon a minimum of 30 days’ prior written notice of redemption, • if, and only if, the last sales price of our shares of common stock equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption, and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per share after the redemption notice is issued and not limit our ability to complete the redemption. The redemption criteria for our warrants have been established at a price that is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the volume weighted average trading price of our common stock for the 20 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors, including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. The private warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private warrants are held by holders other than the sponsor or its permitted transferees, the private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the public units being sold in this offering.

Accounting Treatment		Due to certain provisions contained in our warrant agreement, the private warrants will be treated as a derivative liability and we will be required to record the fair value of each private warrant as a liability in accordance with the guidance contained in ASC 815-40. As a result, each quarter, we will be required to determine the fair value of each private warrant and record the change on the value of the private warrants from the prior quarter as a gain or a loss on our income statement, which will change the value of the liability for the private warrants on our balance sheet.

Private units		Our sponsor has committed to purchase from us an aggregate of 714,400 private units (or 796,900 private units if the over-allotment option is exercised in full) at a price of $10.00 per private unit (for a total purchase price of $7,144,000, or $7,969,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private unit is identical to the units offered by this prospectus except as described below. A portion of the proceeds we receive from this purchase will be added to the proceeds from this offering to pay for the expenses of this offering and to be held in the trust account. If we do not complete our initial business combination within 12 months (or up to 18 months if our time to complete a business combination is extended as described herein) from the closing of this offering, the proceeds of the sale of the private units will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private units will be worthless.

Transfer restrictions on private units		The private placement units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted transferees.
Limited payments to insiders		There will be no fees, reimbursements or other cash payments paid to our insiders or any of the members of our management team 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) other than: • repayment at the closing of this offering of non-interest bearing loans up to an aggregate amount of $500,000; • payment of $10,000 per month to the sponsor for office space and related services, subject to deferral as described herein; • reimbursement of out-of-pocket expenses incurred by our insiders or any of their affiliates in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and • repayment of loans that may be made by our insiders or any of their affiliates to finance transaction costs in connection with an initial business combination, the terms of which have not been determined. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. We have no policy that prohibits our insiders or any member of our management team from negotiating the reimbursement of such expenses by a target business. Our audit committee will review and approve all reimbursements and payments made to any insider or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

Potential revisions to agreements with insiders		We could seek to amend certain agreements made by our management team disclosed in this prospectus without the approval of stockholders, although we have no intention to do so. For example, restrictions on our executives relating to the voting of securities owned by them, the agreement of our management team to remain with us until the closing of a business combination, the obligation of our management team to not propose certain changes to our organizational documents or the obligation of the management team and its affiliates to not receive any compensation in connection with a business combination could be modified without obtaining stockholder approval. Although stockholders would not be given the opportunity to redeem their shares in connection with such changes, in no event would we be able to modify the redemption or liquidation rights of our stockholders without permitting our stockholders the right to redeem their shares in connection with any such change. We will not agree to any such changes unless we believe that such changes are in the best interests of our stockholders (for example, if such a modification is necessary to complete a business combination).

	March 31, 2021
	Actual			As Adjusted⁽¹⁾
Balance Sheet Data:
Working capital (deficit)	$	(328,402	)	$	193,530,571
Total assets	$	358,852		$	200,823,475
Total liabilities⁽²⁾	$	335,377		$	7,292,904
Value of common stock subject to possible conversion/tender⁽³⁾	$	—		$	188,530,570
Stockholders’ equity	$	23,475		$	5,000,001

Public shares		20,000,000
Insider shares		5,000,000
Private shares		714,400
Total shares		25,714,400
Total funds in trust available for initial business combination (less deferred underwriting commissions)	$	193,000,000
Initial implied value per public share	$	10.00
Implied value per share upon consummation of initial business combination	$	7.51

	Without Over-Allotment Option		Over-Allotment Option Fully Exercised
Gross proceeds
Gross proceeds from units offered to public	$	200,000,000	$	230,000,000
Gross proceeds from private units offered in the private placement		7,144,000		7,969,000
Total gross proceeds	$	207,144,000	$	237,969,000

*Offering expenses⁽²⁾*
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred underwriting commissions)⁽²⁾		4,000,000		4,600,000
Management consulting and advisory fees⁽³⁾		1,500,000		1,725,000
Legal fees and expenses		300,000		300,000
Accounting fees and expenses		89,025		89,025
SEC registration fee		25,093		25,093
FINRA registration and filing fees		35,000		35,000
NASDAQ listing and filing fees		75,000		75,000
Printing and engraving expenses		35,000		35,000
Miscellaneous		284,882		284,882
Total offering expenses (excluding underwriting commissions)	$	2,344,000	$	2,569,000

Net proceeds
Held in trust account⁽⁴⁾	$	200,000,000	$	230,000,000
Not held in trust account	$	800,000	$	800,000

	Amount		% of Total
Legal, accounting and other third-party expenses attendant to the structuring and negotiation of a business combination	$	100,000		12.50	%
Due diligence, consulting, travel and miscellaneous expenses incurred during search for initial business combination target		100,000		12.50	%
Legal and accounting fees related to regulatory reporting obligations, including NASDAQ and other regulatory fees		50,000		6.25	%
Payment of office space, administrative and support services		120,000		15.00	%
Director and Officer liability insurance premiums		400,000		50.00	%
Working capital to cover miscellaneous expenses		30,000		3.75	%
Total	$	800,000		100.00	%

	Without Over- Allotment			With Over- Allotment Option
Average price per share after this offering and the private placement (including shares underlying rights)	$	9.52		$	9.52
Net tangible book value before this offering		(0.06	)		(0.06	)
Increase attributable to new investors		0.69			0.62
Pro forma net tangible book value after this offering and the sale of the units		0.63			0.56
Dilution to new investors	$	8.89		$	8.97
Percentage of dilution to new investors		93.4	%		94.2	%

	Shares Purchased						Total Consideration					Average Price per
	Number			Percentage			Amount		Percentage			Share
Insider shares		5,000,000	⁽¹⁾		18.69	%	$	25,000		0.01	%	$	0.005
Private units (including underlying shares of rights)		750,120	⁽²⁾		2.80	%		7,144,000		3.45	%	$	9.52
New investors (including underlying shares of rights)		21,000,000	⁽³⁾		78.51	%		200,000,000		96.54	%	$	9.52
		26,750,120			100.00	%	$	207,169,000		100.00	%

(1)	Assumes over-allotment is not exercised and the forfeiture of an aggregate of 750,000 insider shares.
(2)	Assumes the issuance of an additional 35,720 shares for underlying shares of rights to the private unit holders.
(3)	Assumes the issuance of an additional 1,000,000 shares for underlying shares of rights to the public stockholders.

	Without Over-Allotment⁽¹⁾			With Over-Allotment Option
Numerator
Net tangible book value before the offering	$	(328,402	)	$	(328,402	)

Net proceeds from this offering and private placement of private units		200,800,000			230,800,000
Plus: Offering costs accrued for and paid in advance		351,877			351,877
Less: Warrant liability		(292,904	)		(326,729	)
Less: Deferred underwriting fees		(7,000,000	)		(8,050,000	)
Less: Proceeds held in the trust account subject to conversion/tender		(188,530,570	)		(217,446,740	)
	$	5,000,001		$	5,000,006
Denominator
Shares of common stock outstanding prior to this offering		5,000,000			5,750,000
Shares of common stock to be sold in this offering		20,000,000			23,000,000
Shares of common stock underlying the rights to be included in the public units		1,000,000			1,150,000
Shares of common stock included in the private units		714,400			796,900
Shares of common stock underlying the rights to be included in the private units		35,720			39,845
Less: Shares subject to conversion/tender		(18,853,057	)		(21,744,674	)
		7,897,063			8,992,071

(1)	Includes the $7,144,000 in aggregate we will receive from the sale of the private units. Assumes the over-allotment option has not been exercised.

(2)	The private warrants are expected to be accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each reporting period, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, included in earnings.

(3)	Our sponsor has agreed to loan us up to an aggregate of $500,000 under unsecured promissory notes to be used for a portion of the expenses of this offering. As of March 31, 2021, we had borrowed $296,737 under the promissory notes with our sponsor.

(4)	Actual share amount is prior to any forfeiture of insider shares by our sponsor and as adjusted share amount assumes no exercise of the underwriters’ over-allotment option, excluding 1,035,720 shares of common stock underlying the rights in the public units and private units.

(5)	Assumes the over-allotment option has not been exercised and an aggregate of 750,000 insider shares have been forfeited by our insiders as a result thereof.

(6)	The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total stockholders’ equity of $5,000,001, less shares of common stock (par value) of $686, plus the accumulated deficit of $(4,536).

	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	The NASDAQ rules provide that at least 90% of the gross proceeds from this offering and the sale of the private units be deposited in a trust account. $200,000,000 of the net proceeds of this offering and the sale of the private units will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company, acting as trustee.	Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, underwriting expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds	$200,000,000 of the net offering proceeds and proceeds from the sale of the private units held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Limitation on fair value or net assets of target business	NASDAQ rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial business combination.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.

Trading of securities issued	The units will begin trading on or promptly after the date of this prospectus. We expect the shares of common stock, rights and warrants comprising the units will begin separate trading on the 30^th day following the date of this prospectus unless Chardan Capital Markets, LLC informs us of its decision to allow earlier separate trading(based upon its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.	No trading of the units or the underlying shares of common stock, rights and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

Exercise of the warrants	The warrants cannot be exercised until the completion of a business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

Election to remain an investor	We will either (i) give our stockholders the opportunity to vote on the business combination or (ii) provide our public stockholders with the opportunity to sell their shares of our common stock for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement. Under Delaware law and our bylaws, we must provide at least 10 days’ advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash or to remain an investor in our company.	A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.

Business combination deadline	Pursuant to our certificate of incorporation, if we are unable to complete our initial business combination within 12 months (or up to 18 months if our time to complete a business combination is extended as described herein) from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, 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 of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.	If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.

Interest earned on the funds in the trust account	There can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.

Release of funds	Except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations the proceeds held in the trust account will not be released until the earlier of the completion of our initial business combination and our liquidation upon failure to effect our initial business combination within the allotted time.	The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

Name	Age	Title
Shibasish Sarkar	49	Chairman of the Board and Chief Executive Officer
Vishwas Joshi	56	Chief Financial Officer
Sanjay Wadhwa	54	Director
David M. Taghioff	49	Director Nominee
Deepak Nayar	61	Director Nominee
Gregory R. Silverman	48	Director Nominee
Paul F. Pelosi, Jr.	52	Director Nominee
Suresh Ramamurthi	53	Director Nominee

Individual⁽¹⁾⁽²⁾	Entity	Entity’s Business	Affiliation
Shibasish Sarkar	Big Synergy Media Limited	Television Production Company	Director
	Big Animation (India) Private Limited	Animation	Director
	Wishberry Online Services Private Limited	Crowdfunding Platform	Director
	Phantom Films Private Limited	Film Production and Distribution Company	Director
	Reliance Entertainment Holdings Private Limited	Media and Entertainment Company	Director
	Tectonic Media Acquisition Private Limited	Film Production and Distribution Company	Director
	Global Cinemas LLP	Media and Entertainment	Designated Partner Nominee
	Rohit Shetty Picturez LLP	Media and Entertainment	Designated Partner Nominee
	Entropy Digital LLP	Digital Marketing and Imaging	Designated Partner Nominee
	Film Hanger LLP	Recreational, Cultural and Sporting Activities	Designated Partner Nominee
	Window Seat Films LLP	Media and Entertainment	Designated Partner Nominee

Sanjay Wadhwa	AP International	Film Producer, Film Distributor & Digital Distributor	Partner
	Golden Cinema LLC -Dubai	Running Theatres, Theatrical & Digital Distributor in Gulf Region	Partner
	Y-Not Films LLP	Film Producer	Partner
	Anak Exports Private Limited	Film Distributor & Digital Distributor	Director
	Music Masters Audio Video LLP	Audio Company	Partner
	Phonographic Digital Limited	Copyright Exploitation Company	Director
	Global Smart Chip Solutions Private Limited	SIM Card Manufacturing	Director
	EO Link Forum	Guarantee and Association Company	Director
Deepak Nayar	Bella Luce	Production Lighting Service	Director
	Atlantic Music Publishing	Music Publishing	Director
	JRKT Enterprises	Subway Franchises	Director
	Riverstone Pictures	Financing Independent films	Director
	Motion Picture Capital	Financing Independent films	Director
	Zaak Properties	Property development	Director
	Kintop Pictures	Film & T.V	President - Owner
Gregory R. Silverman	Stampede Entertainment, Inc.	Entertainment Production	President, CEO
	Stampede Ventures, LLC	Entertainment Company	Director
	Riot Games	Game Development Company	Director
	Ficto	Streaming Service	Director
Paul F Pelosi, Jr.	St Bioscience	Healthcare	Manager
	St Georges Eco Mining	Recycling	Director
	Freedom Leaf	Media	Board member
	EVSX, Inc.	Recycling	Director
	San Francisco - Shanghai Sister Cities Partnership	Bilateral Trade, Commerce & Culture	Director
Suresh Ramamurthi	CBW Bank	Banking	Board member
	Kansas Public Employee Retirement System	Retirement plans for state and local public employees	Chairperson
David M. Taghioff	Library Pictures International, LLC	Content Financing	Chief Executive Officer

	Before Offering			After Offering
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾	Approximate Percentage of Outstanding Shares of common stock		Number of Shares Beneficially Owned⁽³⁾⁽⁷⁾	Approximate Percentage of Outstanding Shares of common stock
Shibasish Sarkar⁽⁴⁾	5,750,000	100.0	%	5,564,400	21.6	%
Vishwas Joshi	—	—		—	—
Sanjay Wadhwa	—	—		—	—
David M. Taghioff⁽⁵⁾	—	—		30,000	*
Deepak Nayar	—	—		30,000	*
Gregory R. Silverman	—	—		30,000	*
Paul F. Pelosi, Jr.	—	—		30,000	*
Suresh Ramamurthi	—	—		30,000	*
All officers, directors and director nominees as a group (8 individuals)	5,750,000	100.0	%	5,714,400	22.1	%

Holders of 5% or more of our common stock
Content Creation Media LLC⁽⁶⁾	5,750,000	100.0	%	5,564,400	21.6	%

*	Less than one percent.
(1)	Unless otherwise indicated, the business address of each of the following entities or individuals is c/o Content Creation Media LLC, 1604 US Highway 130, North Brunswick, NJ 08902.
(2)	Interests shown consist solely of insider shares, classified as shares of common stock.
(3)	Does not include beneficial ownership of any shares of common stock underlying outstanding private rights and private warrants as such shares are not issuable within 60 days of the date of this prospectus
(4)	Consists of shares owned Content Creation Media LLC, over which Shibasish Sarkar has voting and dispositive power. Mr. Sarkar disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(5)	Consists of shares owned by RAAD Revocable Trust, for which Mr. Taghioff is trustee.
(6)	Our Chairman and Chief Executive Officer has voting and dispositive power over the shares owned by Content Creation Media LLC.
(7)	Reflects the transfer of 30,000 insider shares to each of the independent directors prior to the consummation of the offering.

Underwriter	Number of Units
Chardan Capital Markets, LLC	[•]
B. Riley Securities, Inc.	[•]
Total		20,000,000

	Per Unit		Without Over-allotment		With Over-allotment
Public offering price	$	10.00	$	200,000,000	$	230,000,000
Discount⁽¹⁾	$	0.55	$	11,000,000	$	12,650,000
Proceeds before expenses	$	9.45	$	189,000,000	$	217,350,000

		Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of March 31, 2021 (unaudited) and February 9, 2021 (audited)		F-3
Statements of Operations for the period from January 15, 2021 (inception) through March 31, 2021 (unaudited) and for the period from January 15, 2021(inception) through February 9, 2021 (audited)		F-4
Statements of Changes in Stockholder's Equity for the period from January 15, 2021 (inception) through February 9, 2021 (audited) and for the period from February 9, 2021 through March 31, 2021 (unaudited)		F-5
Statements of Cash Flows for the period from January 15, 2021 (inception) through March 31, 2021 (unaudited) and for the period from January 15, 2021 (inception) through February 9, 2021 (audited)		F-6
Notes to Financial Statements		F-7

	March 31, 2021			February 9, 2021
		(Unaudited)			(Audited)
ASSETS
Current asset - cash	$	6,975		$	—
Deferred offering costs		351,877			209,392
TOTAL ASSETS	$	358,852		$	209,392

LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accrued expenses		1,000			1,000
Accrued offering costs		37,640			7,500
Promissory note - related party		296,737			176,892
Total Current Liabilities		335,377			185,392

Commitments (Note 6)

Stockholder’s Equity
Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 issued and outstanding ⁽¹⁾		575			575
Additional paid-in capital		24,425			24,425
Accumulated deficit		(1,525	)		(1,000	)
Total Stockholder’s Equity		23,475			24,000
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	358,852		$	209,392

	For the Period from January 15, 2021 (Inception) Through
	March 31, 2021			February 9, 2021
	(Unaudited)			(Audited)
Formation and operating costs	$	1,525		$	1,000
Net Loss	$	(1,525	)	$	(1,000	)

Weighted average shares outstanding, basic and diluted ⁽¹⁾		5,000,000			5,000,000
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

	Common Stock				Additional		Accumulated			Total Stockholder’s
	Shares		Amount		Paid-in Capital		Deficit			Equity
Balance at January 15, 2021 (inception)		—	$	—	$	—	$	—		$	—

Issuance of Common stock to Sponsor ⁽¹⁾		5,750,000		575		24,425		—			25,000

Net loss		—		—		—		(1,000	)		(1,000	)

Balance at February 9, 2021 (audited)		5,750,000	$	575	$	24,425	$	(1,000	)	$	24,000

Net loss		—		—		—		(525	)		(525	)

Balance at March 31, 2021 (unaudited)		5,750,000	$	575	$	24,425	$	(1,525	)	$	23,475

Advisory fees	$	1,500,000
Legal fees and expenses		300,000
Accounting fees and expenses		89,025
SEC registration fee		25,093
FINRA registration and listing fees		35,000
NASDAQ listing and filing fees		75,000
Printing and engraving expenses		35,000
Miscellaneous		284,882
Total offering expenses (excluding underwriting commissions)	$	2,344,000