IMAQ Reports Material Agreement, Charter Amendments, Shareholder Vote

TL;DR

**IMAQ is making big corporate moves, likely a merger or major change, so watch for details.**

AI Summary

International Media Acquisition Corp. (IMAQ) filed an 8-K on January 8, 2024, reporting events from January 2, 2024, including entry into a material definitive agreement, amendments to its charter, and submission of matters to a security holder vote. This indicates significant corporate actions are underway, potentially related to a business combination or a major strategic shift. For investors, this matters because these changes could fundamentally alter the company's structure, operations, and future prospects, impacting the value of their IMAQ common stock and warrants traded on The Nasdaq Stock Market LLC.

Why It Matters

This filing signals that International Media Acquisition Corp. is undertaking significant corporate restructuring or a business combination, which could drastically change its risk profile and growth potential.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes are in progress, which inherently carries both opportunities and risks for investors.

Analyst Insight

A smart investor would closely monitor subsequent filings (like a proxy statement or another 8-K) for specific details regarding the material definitive agreement and the matters to be voted on by security holders, as these will clarify the future direction and potential impact on IMAQ's stock.

Key Players & Entities

• International Media Acquisition Corp. (company) — the registrant filing the 8-K
• IMAQ (company) — trading symbol for common stock
• The Nasdaq Stock Market LLC (company) — exchange where IMAQ securities are registered
• January 2, 2024 (date) — date of earliest event reported
• January 8, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• International Media Acquisition Corp. will announce details of a business combination or acquisition. (International Media Acquisition Corp.) — medium confidence, target: Q1 2024
• The amendments to the Articles of Incorporation or Bylaws are related to facilitating the reported material definitive agreement. (International Media Acquisition Corp.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $20,000 — each one-month extension, a deposit of $20,000 is made into the Trust Account establis

Filing Documents

• imac_8k.htm (8-K) — 47KB
• imac_ex31.htm (EX-3.1) — 9KB
• imac_ex32.htm (EX-3.2) — 6KB
• imac_ex101.htm (EX-10.1) — 16KB
• 0001654954-24-000331.txt ( ) — 212KB
• imac-20240102.xsd (EX-101.SCH) — 6KB
• imac-20240102_lab.xml (EX-101.LAB) — 15KB
• imac-20240102_cal.xml (EX-101.CAL) — 1KB
• imac-20240102_pre.xml (EX-101.PRE) — 9KB
• imac-20240102_def.xml (EX-101.DEF) — 2KB
• imac_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the Special Meeting (defined below), the Company and Continental Stock Transfer & Trust Company entered into an amendment, dated January 2, 2024, to the Investment Management Trust Agreement, dated July 28, 2021, and as amended on July 26, 2022, January 27, 2023 and July 31, 2023, by and between Continental Stock Transfer & Trust Company and IMAQ (the " IMTA Amendment "). A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the " Extension Charter Amendment ") which became effective upon filing. The Extension Charter Amendment extended the deadline by which IMAQ must consummate an initial business combination for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 provided that, in connection with each one-month extension, a deposit of $20,000 is made into the Trust Account established in connection with the Company's initial public offering. Stockholders also approved an amendment to the amended and restated certificate of incorporation (the " NTA Charter Amendment ") to expand the methods by which the Company may avoid being deemed a "penny stock" under the Rule 419 under the Securities Exchange Act of 1934, as amended. A copy of the Extension Charter Amendment and the NTA Charter Amendment are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

07. Submissions of Matters to a Vote of Security Holders

Item 5.07. Submissions of Matters to a Vote of Security Holders. On January 2, 2024 at 9:30a.m. Eastern Time, International Media Acquisition Corporation ("IMAQ" or the "Company") held a special meeting of stockholders (the " Special Meeting ") at which the stockholders voted as set forth below on the following proposals pursuant to the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on December 19, 2023 and mailed by the Company to its stockholders on or about December 20, 2023 (the "Proxy Statement"). As of November 21, 2023, the record date for the Special Meeting, there were 8,456,623 issued and outstanding shares of IMAQ's common stock (the " Common Stock ") entitled to vote at the Special Meeting. At the Special Meeting, there were 7,037,166 shares of Common Stock voted by proxy or in person, representing 83.21 % of the total shares of Common Stock as of the record date, and constituting a quorum for the transaction of business. The final results of the matters submitted to a vote of IMAQ's stockholders at the Special Meeting are as follows: The proposals listed below are described in more detail in the Proxy Statement. The stockholders approved the Charter Amendment Proposal, the Trust Amendment Proposal, and the NTA Requirement Proposal. A summary of the voting result at the Special Meeting is set forth below: Matters Voted On For Against Abstain Broker Non-Vote Proposal 1 – Charter Amendment Proposal 7,007,847 29,295 24 0 Proposal 2 – Trust Amendment Proposal 6,972,021 29,322 35,823 0 Proposal 3 – NTA Requirement Proposal 7,000,878 458 35,830 0 Redemption of shares of Common Stock The Company's stockholders elected to redeem an aggregate of 934,193 shares of common stock in connection with the Special Meeting.

01. Other Events

Item 8.01. Other Events On January 2, 2024, the Company made a deposit of $20,000 (the "Extension Payment") to the trust account to extend the period of time the Company has to consummate an initial business combination from January 2, 2024 to February 2, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (c) Exhibits: Exhibit No. Description 3.1 Certificate of Amendment, dated January 2, 2024, to Amended and Restated Certificate of Incorporation of IMAQ 3.2 Certificate of Amendment, dated January 8, 2024 to the Amended and Restated Certificate of Incorporation of IMAQ 10.1 Amendment to the Investment Management Trust Agreement, dated January 2, 2024, by and between IMAQ and Continental Stock Transfer & Trust Company 104 Cover Page Interactive Data File 2

SIGNATURES

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: January 9, 2024 INTERNATIONAL MEDIA ACQUISITION CORP. By: /s/ Shibasish Sarkar Name: Shibasish Sarkar Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR