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

 

July 31, 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 ☒

 

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 July 31, 2023, to the Investment Management Trust Agreement, dated July 28, 2021, as amended, 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 twelve (12) additional one (1) month periods from August 2, 2023 to August 2, 2024. 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 July 31, 2023, IMAQ held a special meeting of stockholders (the “Special Meeting”). On July 7, 2023, the record date for the Special Meeting, there were 8,520,018 issued and outstanding shares of IMAQ’s common stock (the “Common Stock”) entitled to vote at the Special Meeting, 85.6% 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 twelve (12) additional one (1) month periods from August 2, 2023 to August 2, 2024 for a total period of time ending 36 months from the consummation of its initial public offering.

 

 

7,210,314

 

 

 

84,480

 

 

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal to approve the amendment of the Company’s Investment Management Trust Agreement, dated as of July 28, 2021 (as amended, the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the Combination Period for twelve (12) additional one (1) month periods from August 2, 2023 to August 2, 2024 (i.e., for a total period of time ending 36 months from the consummation of the IPO) by depositing into the trust account $128,513.70 for each one-month extension.

 

 

7,209,226

 

 

 

85,461

 

 

 

141

 

 

Each of the proposals described above was approved by IMAQ’s stockholders. IMAQ’s stockholders elected to redeem an aggregate 63,395 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 July 31, 2023, to Amended and Restated Certificate of Incorporation of IMAQ

10.1

 

Amendment to the Investment Management Trust Agreement, dated July 31, 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)

 

 

2

 

 

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: August 3, 2023

 

INTERNATIONAL MEDIA ACQUISITION CORP.

 

 

 

By:

/s/ Shibasish Sarkar

 

Name: 

Shibasish Sarkar

 

Title:

Chief Financial Officer

 

 

 

3

 

 

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Cover
Jul. 31, 2023
Document Information Line Items  
Entity Registrant Name International Media Acquisition Corp.
Entity Central Index Key 0001846235
Document Type 8-K
Amendment Flag false
Current Fiscal Year End Date --03-31
Entity Emerging Growth Company true
Document Period End Date Jul. 31, 2023
Entity Ex Transition Period false
Entity File Number 001-40687
Entity Incorporation State Country Code DE
Entity Tax Identification Number 86-1627460
Entity Address Address Line 1 1604 US Highway 130
Entity Address City Or Town North Brunswick
Entity Address State Or Province NJ
Entity Address Postal Zip Code 08902
City Area Code 212
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 960-3677
Units [Member]  
Document Information Line Items  
Security 12b Title Units
Trading Symbol IMAQU
Security Exchange Name NASDAQ
Rights [Member]  
Document Information Line Items  
Security 12b Title Rights
Trading Symbol IMAQR
Security Exchange Name NASDAQ
Common Stock [Member]  
Document Information Line Items  
Security 12b Title Common Stock
Trading Symbol IMAQ
Security Exchange Name NASDAQ
Warrant [Member]  
Document Information Line Items  
Security 12b Title Warrants
Trading Symbol IMAQW
Security Exchange Name NASDAQ
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