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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

January 27, 2023

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
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

1604 US Highway 130

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 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

 

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 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), International Media Acquisition Corp. (“IMAQ”) and Continental Stock Transfer & Trust Company entered into an amendment, dated January 27, 2023, to the Investment Management Trust Agreement, dated July 28, 2021, 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.

 

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 “Charter Amendment”) which became effective upon filing. The Charter Amendment changed the date by which IMAQ must consummate an initial business combination for an additional three (3) months, from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07. Submissions of Matters to a Vote of Security Holders.

 

On January 27, 2023, IMAQ held a special meeting of stockholders (the “Special Meeting”). On December 6, 2022, the record date for the Special Meeting, there were 8,688,795 issued and outstanding shares of IMAQ’s common stock (the “Common Stock”) entitled to vote at the Special Meeting, 86.66% of which were represented in person or by proxy.

 

The final results for IMAQ of the matters submitted to a vote of IMAQ’s stockholders at the Special Meeting are as follows:

 

Matters Voted On   For   Against   Abstain
Proposal to amend the Company’s Amended and Restated Certificate of Incorporation (“Charter”) to give the Company the right to further extend the date by which it has to consummate a business combination (the “Combination Period”) for an additional three (3) months, from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023 (i.e., for a total period of time ending 24 months from the consummation of its initial public offering).   7,520,802   8,550   534
             
Proposal to approve the amendment of the Company’s Investment Management Trust Agreement, dated as of July 28, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the Combination Period one (1) time for an additional three (3) months from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until, August 2, 2023, by depositing into the trust account $385,541.10 for the three-month extension and $128,513.70 for each subsequent one-month extension.   7,520,843   8,428   615

 

Each of the proposals described above was approved by IMAQ’s stockholders. IMAQ’s stockholders elected to redeem an aggregate 168,777 shares of common stock in connection with the Special Meeting.

  

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.   Description
3.1   Certificate of Amendment, dated January 27, 2023, to Amended and Restated Certificate of Incorporation of IMAQ
10.1   Amendment to the Investment Management Trust Agreement, dated January 27, 2023, by and between IMAQ and Continental Stock Transfer & Trust Company.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

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: February 1, 2023

 

INTERNATIONAL MEDIA ACQUISITION CORP.
     
By: /s/ Shibasish Sarkar  
Name:  Shibasish Sarkar  
Title: Chief Financial Officer  

 

 

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