International Media Acquisition Corp.

International Media Acquisition Corp.

Overview

International Media Acquisition Corp. (IMAQ) is a Delaware-registered special purpose acquisition company (SPAC) formed on January 15, 2021. Its purpose is to complete a business combination with one or more target businesses.

IMAQ has no operating business, customers, or revenue. Net proceeds from its IPO and related financings are held in a trust account invested in U.S. government securities or money market funds that meet Rule 2a-7.

Current status of business activities

• Primary anticipated transaction: the VCI Business Combination with VCI Holdings Limited, Vietnam Biofuels Development Joint Stock Company (and related entities, including EQN).
• Proposed multi-step structure:
  • On the Share Purchase Closing Date, VCI shareholders will transfer ownership to Purchaser in exchange for 98,000,000 Class A Purchaser shares and 2,000,000 Class B Purchaser shares.
  • After the Share Purchase Closing, Merger Sub will merge into IMAQ, with IMAQ surviving and redomiciling to the British Virgin Islands.
  • Earnouts: up to 27,000,000 Purchaser Class A Ordinary Shares may vest based on stock price, revenue performance, and a distribution milestone within five years post-closing.
• The Merger Agreement and related voting/support agreements have been executed and remain subject to customary closing conditions and approvals.

Capital structure and fundraising

• IPO: 20,000,000 Units at $10 per Unit — gross proceeds $200,000,000.
• Private placements: 714,400 private units at $10 per unit — gross proceeds $7,144,000.
• Over-allotment: 3,000,000 Units at $10 per Unit — gross proceeds $30,000,000.
• Additional over-allotment private units: 82,500 Private Units — gross proceeds $825,000.
• Net proceeds deposited into the Trust Account: $230,000,000.
• Trust investments: U.S. government securities with maturities of 180 days or less, or qualifying money market funds.
• Nasdaq delisting: IMAQ securities were delisted from Nasdaq in August 2024 for missing the original 36-month deadline; trading moved to OTC markets.

Extensions and redemptions

• The SPAC has extended its business combination deadline multiple times via sponsor-funded deposits to the Trust Account:
  • 2022: two 3-month extensions funded by the Prior Sponsor, $350,000 per extension.
  • 2023: further three-month and additional one-month extensions with several deposits as part of the 36-month extension framework.
  • 2024–2025: ongoing monthly extension deposits, including amounts tied to charter amendments (examples include $128,513 per extended period in mid-2023, $20,000 per one-month extension from January 2024, and $2,000 per month for one-month extensions under the December 2024 Charter Amendment through January 2, 2027).
• Stockholder redemptions linked to extension votes:
  • July 2022 Special Meeting: 20,858,105 public shares redeemed at approximately $10.03 per share.
  • January 2023 Special Meeting: 168,777 shares redeemed at approximately $10.33 per share.
  • January 2024 Special Meeting: 934,193 shares redeemed at approximately $11.43 per share.
  • December 2024 Annual Meeting: 685,836 shares redeemed at approximately $11.55 per share; liability of $7,919,296 recorded and paid in February 2025.
• Liquidity snapshot as of March 31, 2026: $0 cash outside the Trust Account and a working capital deficit of $7,219,045.

Business opportunities and conflicts

• The company’s stated plan is to complete the VCI Business Combination. If that transaction does not close, management intends to pursue other acquisition opportunities through its networks and relationships.
• The company has identified potential conflicts of interest and the need for independent valuation opinions for transactions involving insiders or the sponsor.

Financing and related-party arrangements

• Equity Line of Credit with White Lion Capital LLC: up to $300 million (with potential increase to $500 million) available through regular and rapid purchase mechanisms, subject to conditions including an effective registration statement and ownership limits.
• Securities Purchase Agreement (2023 SPA) with JC Unify Capital (Holdings) Limited and others: sale of founder shares and private placement units to JC Unify and the prior sponsor; amended in 2024 to address restructuring and potential issuance of additional securities upon a business combination.
• Lock-up agreements (March 2025): 12-month post-closing lock-ups on shares and other securities held by the Prior Sponsor and Ontogeny.
• Joinder to Stock Escrow Agreement (March 2025): JC Unify became a party to the stock escrow provisions.
• Termination of indemnity agreements (March 2025): termination agreements affecting Shibasish Sarkar and Vishwas Joshi tied to the 2023 SPA.
• VCI Loan Agreement (April 2025): unsecured loan up to $499,900 to VCI and VNB, repayable on specified triggers, with potential waivers upon closing.
• Multiple unsecured promissory notes with JC Unify/Buyer framework (issued across 2024–2025): notes convertible into units or rights to units, intended to fund extension payments, working capital, and transaction-related expenses.

Management, governance, and employees

• Yu-Fang Chiu was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board (interim) on March 11, 2025, to serve until the 2028 annual meeting or until a successor is appointed.
• Prior to this appointment the company had a single officer and no other employees.
• The board has experienced multiple resignations and appointments since 2023–2024, including a reconstitution to a smaller board and later additions of independent directors.

Geographic and regulatory context

• The company reported no operations in China during the reporting period.
• The company has discussed regulatory considerations for potential targets in the PRC, including foreign exchange controls and data privacy or cybersecurity regimes applicable to target companies.
• A future transaction involving foreign ownership or control of a U.S.-based target could be subject to CFIUS review.

Financial snapshot

• Revenue and operations: None; the SPAC has no operating business.
• Employees: One officer; no additional employees.
• Cash and liquidity: $230,000,000 held in the Trust Account; $0 cash outside the Trust Account as of March 31, 2026; working capital deficit of $7,219,045.
• Expenses: ongoing listing maintenance, business combination efforts, and professional fees related to legal, regulatory, and consulting matters; costs associated with extending the combination period.

Summary

IMAQ is a SPAC formed to complete a business combination, with its primary focus on the proposed VCI Business Combination involving a large Vietnamese ethanol project and related entities. The transaction structure includes a share purchase, redomiciliation, and an earnout program. The company’s funds from its IPO remain in a trust account, and ongoing operations and liquidity depend on completing the VCI transaction or pursuing alternative acquisition opportunities within its extended combination period.