International Media Acquisition Corp 10-Q for FY2024 Q1

International Media Acquisition Corp. (IMAQ)

10-Q 2023-08-11 For: 2023-06-30

Added on April 06, 2026

About this 10-Q

International Media Acquisition Corp filed this 10-Q on August 11, 2023, covering the quarter ended June 30, 2023 (FY2024 Q1).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $322.62K; compared with a net loss of $204.67K a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Title of each class	Trading Symbol(s)	Name of each exchange on which 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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS

	Condensed Balance Sheets as of June 30, 2023 (unaudited) and March 31, 2023 (audited)	3

	Condensed Statements of Operations for the three months ended June 30, 2023 and June 30, 2022 (unaudited)	4

	Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2023 and June 30, 2022 (unaudited)	5

	Condensed Statement of Cash Flows for the three months ended June 30, 2023 and June 30, 2022 (unaudited)	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34

Item 4.	CONTROLS AND PROCEDURES	34

PART II – OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	36

Item 1A.	RISK FACTORS	36

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	36

Item 3.	DEFAULTS UPON SENIOR SECURITIES	36

Item 4.	MINE SAFETY DISCLOSURES	36

Item 5.	OTHER INFORMATION	36

Item 6.	EXHIBITS	37

SIGNATURES		38

INTERNATIONAL MEDIA ACQUISITION CORP.
BALANCE SHEETS

	June 30, 2023 (Unaudited)			March 31, 2023 (Audited)
ASSETS
Cash	$	185,483		$	302
Prepaid expenses		35,000			52,500
Total current assets		220,483			52,802
Investments held in Trust Account		21,384,554			20,978,456
Total Assets	$	21,605,037		$	21,031,258

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,014,140		$	1,192,707
Accrued expenses - related party		-			200,000
Promissory note- related party		2,709,128			2,125,541
Income tax payable		263,735			207,632
Total current liabilities		3,987,004			3,725,880
Deferred underwriting fee payable		8,050,000			8,050,000
Warrant liability		13,946			23,907
Total Liabilities		12,050,950			11,799,787

Commitments (see Note 7)
Common stock subject to possible redemption: 1,973,118, shares issued and outstanding at $10.36 and $10.28 redemption value as of June 30, 2023 and March 31, 2023, respectively		20,433,097			20,284,026

Stockholders' Deficit
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; 6,546,900 shares issued and outstanding (excluding 1,973,118, 23,000,000 and 23,000,000 shares subject to possible redemption as of June 30, 2023 and March 31, 2023, respectively)		655			655
Additional paid-in capital		-			-
Accumulated deficit		(10,879,665	)		(11,053,211	)
Total Stockholder's Deficit		(10,879,010	)		(11,052,555	)
Total Liabilities and Stockholder's Deficit	$	21,605,037		$	21,031,258

INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022
Formation and operating costs		(81,238	)	$	571,827
Liabilities written back		(200,000	)		-
Income (loss) from operations		118,762			(571,827	)
Change in fair value of warrant liability		9,961			87,659
Interest and dividend income on investments held in trust account		249,996			310,587
Income (loss) before provision for income taxes	$	378,719		$	(173,581	)
Provision for income taxes		56,103			31,090
Net loss	$	322,616		$	(204,671	)

Weighted average shares outstanding, basic and diluted		8,520,018			29,546,900
Basic and diluted net loss per common share	$	0.04		$	(0.01	)

INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)

For the three months ended June 30, 2022
					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholder's
	Shares		Amount		Capital			Deficit			Deficit
Balance at March 31, 2022		6,546,900		655		564,600			(9,117,853	)		(8,552,598	)
Net loss		-		-		-			(204,671	)		(204,671	)
Accretion of Class A Ordinary Shares Subject to Redemption						(340,524	)		-			(340,524	)
Balance at June 30, 2022		6,546,900		655		224,076			(9,322,524	)		(9,097,793	)

For the three months ended June 30, 2023
					Additional						Total
	Common Stock				Paid-in				Accumulated		Stockholder's
	Shares		Amount		Capital			Deficit			Deficit
Balance at March 31, 2023		6,546,900	$	655	$	-		$	(11,053,210	)	$	(11,052,555	)
Net income		-		-		-			322,616		$	322,616
Accretion of Class A Ordinary Shares Subject to Redemption						-			(149,071	)	$	(149,071	)
Balance at June 30, 2023		6,546,900		655		-			(10,879,665	)		(10,879,010	)

INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENT OF CASH FLOWS
(UNAUDITED)

	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$	322,616		$	(204,671	)
Adjustments to reconcile net income to net cash used in operating activities:
Stock-based compensation expense		-			-
Expensed offering costs		-			-
Interest and dividend income on investments held in trust account		(249,996	)		(310,587	)
Change in fair value of warrant liability		(9,961	)		(87,659	)
Changes in operating assets and liabilities:
Prepaid expenses		17,500			106,253
Accounts payable and accrued expenses		(378,566	)		101,799
Income tax payable		56,103			80,953
Net cash provided by (used in) operating activities		(242,304	)		(313,912	)

Cash flows from Investing Activities:
Cash deposited in Trust Account		(257,027	)		-
Cash withdrawn from trust account to pay franchise tax		100,925			-
Net cash provided by (used in) investing activities		(156,102	)		-

Cash Flows from Financing Activities:
Proceeds from promissory note - related party		583,587			250,000
Net cash provided by (used in) financing activities		583,587			250,000

Net Change in Cash		185,181			(63,912	)
Cash - Beginning of period		302			107,684
Cash - End of period	$	185,483		$	43,772

Non-cash investing and financing activities
Accretion of Public Shares to redemption value	$	149,071		$	340,524
Deferred underwriting fee payable	$	-		$	-
Repayment of promissory note through issuance of private units	$	-		$	-
Offering costs paid in exchange for private units	$	-		$	-
Offering costs paid via promissory note - related party	$	-		$	-
Offering costs paid by Sponsor in exchange for issuance of common stock	$	-		$	-

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(12,466,000	)
Proceeds allocated to Public Rights		(7,337,000	)
Issuance costs allocated to common stock		(13,850,689	)
Plus:
Remeasurement of carrying value to redemption value		33,653,689
Common stock subject to possible redemption, March 31, 2022		230,000,000
Plus:
Remeasurement of carrying value to redemption value		1,264,548
Less:
Redemption		(210,980,522	)
Common stock subject to possible redemption, March 31, 2023		20,284,026
Plus:
Remeasurement of carrying value to redemption value		149,070.56
Less:
Redemption		-
Common stock subject to possible redemption, June 30, 2023		20,433,096

	For the Three Months Ended		For the Three Months Ended
	June 30, 2023		June 30, 2022
Basic and diluted net loss per share:
Numerator:
Net loss	$	322,616	$	(204,671	)
Denominator:
Basic and diluted weighted average shares outstanding		8,520,018		29,546,900
Basic and diluted net loss per share of common stock	$	0.04	$	(0.01	)

	·	at any time while the warrants are exercisable;
	·	upon not less than 30 days’ prior written notice of redemption to each warrant holder;
	·	if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; 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.

	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
June 30, 2023
Assets
Investments held in Trust Account:
Money Market investments	$	21,384,554	$	21,384,554	$	—	$	—
Liabilities
Warrant liability - Private Warrants	$	13,946	$	—	$	—	$	13,946

	As of August 2021 (Initial			As of June 30,			As of June 30,
	Measurement)			2023			2022
Unit price	$	10.00		$	10.00		$	10.00
Common stock price	$	9.44		$	10.76		$	9.98
Dividend yield	—		%	—		%	—		%
Term to Business Combination (years)		1.00			0.25			0.50
Volatility		16.0	%		0.00	%		0.00	%
Risk-free rate		0.88	%		4.13	%		3.02	%
Fair value	$	0.58		$	0.02		$	0.07

Fair value as of January 15, 2021 (inception)	$	—
Initial measurement as of August 2, 2021		414,352
Additional warrants issued in over-allotment		47,850
Fair value as of August 2, 2021		462,202
Change in valuation inputs or other assumptions		(406,419	)
Fair value as of June 30, 2022		55,783
Change in valuation inputs or other assumptions		(31,876	)
Fair value as of March 31, 2023	$	23,907
Change in valuation inputs or other assumptions		(9,961	)
Fair value as of June 30, 2023	$	13,946

	·	may significantly dilute the equity interest of our investors who would not have pre-emption rights in respect of any such issuance;

	·	may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock;

	·	could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

	·	may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

	·	may adversely affect prevailing market prices for our common stock, rights and/or warrants.

	Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:

	·	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

	·	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	·	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

	·	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

	·	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

	·	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

	·	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

	·	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

	·	other purposes and other disadvantages compared to our competitors who have less debt.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	International Media Acquisition Corp.

Date: August ☐, 2023	By:	/s/ Shibasish Sarkar
		Shibasish Sarkar
		Chief Executive Officer
		(Principal Executive Officer)

	International Media Acquisition Corp.

Date: August ☐, 2023	By:	/s/ Vishwas Joshi
		Vishwas Joshi
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2023 of International Media Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.