2024 Q4 Form 10-Q Financial Statement
#000121390024097561 Filed on November 13, 2024
Income Statement
Concept | 2024 Q4 | 2024 Q3 | 2023 Q3 |
---|---|---|---|
Revenue | $0.00 | ||
YoY Change | |||
Cost Of Revenue | |||
YoY Change | |||
Gross Profit | |||
YoY Change | |||
Gross Profit Margin | |||
Selling, General & Admin | |||
YoY Change | |||
% of Gross Profit | |||
Research & Development | |||
YoY Change | |||
% of Gross Profit | |||
Depreciation & Amortization | |||
YoY Change | |||
% of Gross Profit | |||
Operating Expenses | $604.7K | ||
YoY Change | -2.21% | ||
Operating Profit | -$203.0K | -$604.7K | |
YoY Change | -66.44% | -2.21% | |
Interest Expense | $275.9K | ||
YoY Change | -31.03% | ||
% of Operating Profit | |||
Other Income/Expense, Net | -$1.990K | ||
YoY Change | |||
Pretax Income | -$142.5K | -$330.9K | |
YoY Change | -56.93% | 51.48% | |
Income Tax | $27.81K | $63.37K | |
% Of Pretax Income | |||
Net Earnings | -$170.3K | -$394.3K | |
YoY Change | -56.8% | 23.74% | |
Net Earnings / Revenue | |||
Basic Earnings Per Share | -$0.02 | -$0.05 | |
Diluted Earnings Per Share | -$0.02 | -$0.05 | |
COMMON SHARES | |||
Basic Shares Outstanding | 7.522M shares | 7.522M shares | 8.520M shares |
Diluted Shares Outstanding | 7.522M shares | 8.481M shares |
Balance Sheet
Concept | 2024 Q4 | 2024 Q3 | 2023 Q3 |
---|---|---|---|
SHORT-TERM ASSETS | |||
Cash & Short-Term Investments | $7.060K | ||
YoY Change | -91.25% | ||
Cash & Equivalents | $7.060K | ||
Short-Term Investments | |||
Other Short-Term Assets | $17.50K | ||
YoY Change | 17.61% | ||
Inventory | |||
Prepaid Expenses | $37.81K | $17.50K | |
Receivables | |||
Other Receivables | $10.00K | ||
Total Short-Term Assets | $47.81K | $24.56K | |
YoY Change | 94.65% | -74.29% | |
LONG-TERM ASSETS | |||
Property, Plant & Equipment | |||
YoY Change | |||
Goodwill | |||
YoY Change | |||
Intangibles | |||
YoY Change | |||
Long-Term Investments | $21.36M | ||
YoY Change | -1.02% | ||
Other Assets | |||
YoY Change | |||
Total Long-Term Assets | $11.80M | $21.36M | |
YoY Change | -44.74% | -1.02% | |
TOTAL ASSETS | |||
Total Short-Term Assets | $47.81K | $24.56K | |
Total Long-Term Assets | $11.80M | $21.36M | |
Total Assets | $11.85M | $21.38M | |
YoY Change | -44.58% | -1.34% | |
SHORT-TERM LIABILITIES | |||
YoY Change | |||
Accounts Payable | $1.552M | ||
YoY Change | 123.45% | ||
Accrued Expenses | $0.00 | ||
YoY Change | -100.0% | ||
Deferred Revenue | |||
YoY Change | |||
Short-Term Debt | $2.966M | ||
YoY Change | 213.82% | ||
Long-Term Debt Due | |||
YoY Change | |||
Total Short-Term Liabilities | $7.066M | $4.845M | |
YoY Change | 45.84% | 153.54% | |
LONG-TERM LIABILITIES | |||
Long-Term Debt | $0.00 | ||
YoY Change | |||
Other Long-Term Liabilities | $8.066M | ||
YoY Change | -0.1% | ||
Total Long-Term Liabilities | $8.066M | ||
YoY Change | -0.1% | ||
TOTAL LIABILITIES | |||
Total Short-Term Liabilities | $7.066M | $4.845M | |
Total Long-Term Liabilities | $8.066M | ||
Total Liabilities | $15.24M | $12.91M | |
YoY Change | 18.04% | 29.3% | |
SHAREHOLDERS EQUITY | |||
Retained Earnings | -$14.60M | -$11.55M | |
YoY Change | 26.41% | 18.03% | |
Common Stock | $655.00 | $655.00 | |
YoY Change | 0.0% | ||
Preferred Stock | |||
YoY Change | |||
Treasury Stock (at cost) | |||
YoY Change | |||
Treasury Stock Shares | |||
Shareholders Equity | -$14.60M | -$11.55M | |
YoY Change | |||
Total Liabilities & Shareholders Equity | $11.85M | $21.38M | |
YoY Change | -44.58% | -1.34% |
Cashflow Statement
Concept | 2024 Q4 | 2024 Q3 | 2023 Q3 |
---|---|---|---|
OPERATING ACTIVITIES | |||
Net Income | -$170.3K | -$394.3K | |
YoY Change | -56.8% | 23.74% | |
Depreciation, Depletion And Amortization | |||
YoY Change | |||
Cash From Operating Activities | -$49.40K | ||
YoY Change | -79.53% | ||
INVESTING ACTIVITIES | |||
Capital Expenditures | |||
YoY Change | |||
Acquisitions | |||
YoY Change | |||
Other Investing Activities | $305.1K | ||
YoY Change | -99.85% | ||
Cash From Investing Activities | $305.1K | ||
YoY Change | -99.85% | ||
FINANCING ACTIVITIES | |||
Cash Dividend Paid | |||
YoY Change | |||
Common Stock Issuance & Retirement, Net | |||
YoY Change | |||
Debt Paid & Issued, Net | |||
YoY Change | |||
Cash From Financing Activities | -434.1K | ||
YoY Change | -99.79% | ||
NET CHANGE | |||
Cash From Operating Activities | -49.40K | ||
Cash From Investing Activities | 305.1K | ||
Cash From Financing Activities | -434.1K | ||
Net Change In Cash | -178.4K | ||
YoY Change | -215.95% | ||
FREE CASH FLOW | |||
Cash From Operating Activities | -$49.40K | ||
Capital Expenditures | |||
Free Cash Flow | |||
YoY Change |
Facts In Submission
Frame | Concept Type | Concept / XBRL Key | Value | Unit |
---|---|---|---|---|
CY2024Q3 | us-gaap |
Commitments And Contingencies
CommitmentsAndContingencies
|
usd | |
CY2024Q3 | us-gaap |
Preferred Stock Value
PreferredStockValue
|
usd | |
CY2024Q3 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
shares | |
CY2024Q3 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
shares | |
dei |
Document Type
DocumentType
|
10-Q | ||
dei |
Document Quarterly Report
DocumentQuarterlyReport
|
true | ||
dei |
Document Period End Date
DocumentPeriodEndDate
|
2024-09-30 | ||
dei |
Document Transition Report
DocumentTransitionReport
|
false | ||
dei |
Entity File Number
EntityFileNumber
|
001-40687 | ||
dei |
Entity Registrant Name
EntityRegistrantName
|
INTERNATIONAL MEDIA ACQUISITION CORP. | ||
dei |
Entity Incorporation State Country Code
EntityIncorporationStateCountryCode
|
DE | ||
dei |
Entity Tax Identification Number
EntityTaxIdentificationNumber
|
86-1627460 | ||
dei |
Entity Address Address Line1
EntityAddressAddressLine1
|
1604 US Highway 130 | ||
dei |
Entity Address City Or Town
EntityAddressCityOrTown
|
N Brunswick | ||
dei |
Entity Address State Or Province
EntityAddressStateOrProvince
|
NJ | ||
dei |
Entity Address Postal Zip Code
EntityAddressPostalZipCode
|
08902 | ||
dei |
City Area Code
CityAreaCode
|
(212) | ||
dei |
Local Phone Number
LocalPhoneNumber
|
960-3677 | ||
dei |
Entity Current Reporting Status
EntityCurrentReportingStatus
|
Yes | ||
dei |
Entity Interactive Data Current
EntityInteractiveDataCurrent
|
Yes | ||
dei |
Entity Filer Category
EntityFilerCategory
|
Non-accelerated Filer | ||
dei |
Entity Small Business
EntitySmallBusiness
|
true | ||
dei |
Entity Emerging Growth Company
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true | ||
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Entity Ex Transition Period
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Entity Shell Company
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Entity Common Stock Shares Outstanding
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|
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CY2024Q1 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
1044 | usd |
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Other Receivables Net Current
OtherReceivablesNetCurrent
|
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Other Receivables Net Current
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Prepaid Expense Current
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Assets Current
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Assets Current
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Assets Held In Trust Noncurrent
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Assets
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Loans Payable Current
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Sales And Excise Tax Payable Current
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Liabilities Current
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Deferred Underwriting Fee Payable
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Deferred Underwriting Fee Payable
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Warrants And Rights Outstanding
WarrantsAndRightsOutstanding
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CY2024Q1 | us-gaap |
Warrants And Rights Outstanding
WarrantsAndRightsOutstanding
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Liabilities
Liabilities
|
15239879 | usd |
CY2024Q1 | us-gaap |
Liabilities
Liabilities
|
14459499 | usd |
CY2024Q3 | us-gaap |
Temporary Equity Shares Issued
TemporaryEquitySharesIssued
|
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CY2024Q1 | us-gaap |
Temporary Equity Shares Issued
TemporaryEquitySharesIssued
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CY2024Q3 | us-gaap |
Temporary Equity Shares Outstanding
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Temporary Equity Shares Outstanding
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Temporary Equity Redemption Price Per Share
TemporaryEquityRedemptionPricePerShare
|
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CY2024Q1 | us-gaap |
Temporary Equity Redemption Price Per Share
TemporaryEquityRedemptionPricePerShare
|
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Temporary Equity Carrying Amount Attributable To Parent
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Temporary Equity Carrying Amount Attributable To Parent
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Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
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Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
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Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
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Common Stock Par Or Stated Value Per Share
CommonStockParOrStatedValuePerShare
|
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Common Stock Par Or Stated Value Per Share
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Retained Earnings Accumulated Deficit
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Stockholders Equity
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Stockholders Equity
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|
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|
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General And Administrative Expense
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imac |
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Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
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Fair Value Adjustment Of Warrants
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|
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us-gaap |
Fair Value Adjustment Of Warrants
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|
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us-gaap |
Fair Value Adjustment Of Warrants
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|
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Investment Income Interest And Dividend
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|
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|
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|
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Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest
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Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest
IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
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Income Tax Expense Benefit
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Income Tax Expense Benefit
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Weighted Average Number Of Diluted Shares Outstanding
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Earnings Per Share Diluted
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Stockholders Equity
StockholdersEquity
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CY2024Q2 | us-gaap |
Net Income Loss
NetIncomeLoss
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StockholdersEquity
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StockholdersEquity
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StockholdersEquity
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NetIncomeLoss
|
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|
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StockholdersEquity
|
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|
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Stockholders Equity
StockholdersEquity
|
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Net Income Loss
NetIncomeLoss
|
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us-gaap |
Net Income Loss
NetIncomeLoss
|
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imac |
Interest And Dividend Income On Investments Held In Trust Account
InterestAndDividendIncomeOnInvestmentsHeldInTrustAccount
|
297405 | usd | |
imac |
Interest And Dividend Income On Investments Held In Trust Account
InterestAndDividendIncomeOnInvestmentsHeldInTrustAccount
|
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us-gaap |
Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
93237 | usd | |
us-gaap |
Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
-7969 | usd | |
us-gaap |
Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
|
18849 | usd | |
us-gaap |
Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
|
-35000 | usd | |
us-gaap |
Increase Decrease In Accounts Payable And Accrued Liabilities
IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
|
-48043 | usd | |
us-gaap |
Increase Decrease In Accounts Payable And Accrued Liabilities
IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
|
159280 | usd | |
us-gaap |
Increase Decrease In Accrued Income Taxes Payable
IncreaseDecreaseInAccruedIncomeTaxesPayable
|
55491 | usd | |
us-gaap |
Increase Decrease In Accrued Income Taxes Payable
IncreaseDecreaseInAccruedIncomeTaxesPayable
|
119475 | usd | |
us-gaap |
Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
|
-540739 | usd | |
us-gaap |
Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
|
-291699 | usd | |
imac |
Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
|
140000 | usd | |
imac |
Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
|
642569 | usd | |
imac |
Proceeds From Trust Account To Pay Franchise Tax
ProceedsFromTrustAccountToPayFranchiseTax
|
100925 | usd | |
imac |
Cash Withdrawn From Trust Account In Connection With Redemption
CashWithdrawnFromTrustAccountInConnectionWithRedemption
|
690615 | usd | |
us-gaap |
Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
|
-140000 | usd | |
us-gaap |
Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
|
148971 | usd | |
us-gaap |
Proceeds From Issuance Of Debt
ProceedsFromIssuanceOfDebt
|
679695 | usd | |
us-gaap |
Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
|
840101 | usd | |
us-gaap |
Payments For Repurchase Of Common Stock
PaymentsForRepurchaseOfCommonStock
|
690615 | usd | |
us-gaap |
Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
|
679695 | usd | |
us-gaap |
Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
|
149486 | usd | |
us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect
|
-1044 | usd | |
us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect
|
6758 | usd | |
CY2024Q1 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
1044 | usd |
CY2023Q1 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
302 | usd |
CY2023Q3 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
7060 | usd |
imac |
Accretion Of Public Shares To Redemption Value
AccretionOfPublicSharesToRedemptionValue
|
281914 | usd | |
imac |
Accretion Of Public Shares To Redemption Value
AccretionOfPublicSharesToRedemptionValue
|
424921 | usd | |
us-gaap |
Nature Of Operations
NatureOfOperations
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">International Media Acquisition Corp. (“IMAQ” or the “Company”) is a blank check company incorporated in Delaware on January 15, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region (excluding China) for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As of September 30, 2024, the Company had not commenced any operations. All activities for the period from January 15, 2021 (inception) through September 30, 2024, are related to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below, and identifying a target Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The Company had selected December 31 as its fiscal year end. On August 16, 2022, the board of directors of IMAQ approved a change to the Company’s fiscal year end from December 31 to March 31, in accordance with the Company’s Bylaws and effective for the fiscal year beginning April 1, 2022. The Company’s 2023 fiscal year began on April 1, 2022, and ended on March 31, 2023 (“Fiscal 2023”). The Company filed a Transition Report on Form 10-QT that included financial information for the Transition Period with the SEC on September 29, 2022. The Company’s 2021 fiscal year began on January 1, 2021 and ended on December 31, 2021 (“Fiscal 2021”). There was no Fiscal 2022.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The registration statement filed in connection with the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 714,400 units (the “Private Units”), at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Content Creation Media LLC (the “Sponsor”), generating gross proceeds of $7,144,000, which is described in Note 4.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 6, 2021, in connection with the underwriters’ exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, the Company consummated the sale of an additional 3,000,000 Units, generating gross proceeds of $30,000,000.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of an additional 82,500 Private Units, at a price of $10.00 per Private Unit, in a private placement to the Sponsor, generating gross proceeds of $825,000.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Following the closing of the Initial Public Offering and the sale of the Private Units, a total of $230,000,000 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company will provide the holders (the “public stockholders”) of the shares of common stock included in the Units sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity (“ASC 480”). </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Company seeks stockholder approval and assuming a quorum is present at the meeting, the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the meeting are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the other holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares, their Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Sponsor and the other initial stockholders (as defined in Note 5) have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to their Founder Shares and Private Shares if the Company fails to complete (a Business Combination and (c) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor and the other initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company initially had 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). On July 27, 2022, IMAQ held a special of stockholders (the “July 2022 Special Meeting”). As approved by its stockholders at the July 2022 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “July 2022 Charter Amendment”) which became effective upon filing. The July 2022 Charter Amendment extended the date by which IMAQ must consummate an initial business combination to allow the Company to extend two times for an additional three months each time, or from August 2, 2022 to February 2, 2023. On January 27, 2023, IMAQ held a special meeting of stockholders (the “January 2023 Special Meeting”). As approved by its stockholders at the January 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “January 2023 Charter Amendment”) which became effective upon filing. The January 2023 Charter Amendment extended 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.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On July 31, 2023, IMAQ held a special meeting of stockholders (the “July 2023 Special Meeting”). As approved by its stockholders at the July 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “July 2023 Charter Amendment”) which became effective upon filing. The July 2023 Charter Amendment extended the date by which IMAQ must consummate a business combination 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 its initial public offering). </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On January 2, 2024, IMAQ held a special meeting of stockholders (the “January 2024 Special Meeting”). As approved by its stockholders at the January 2024 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “January 2024 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 (the “Amended Combination Period”) 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Company is unable to complete a Business Combination within the Amended Combination Period (as defined below), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining holders of common stock and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights and warrants, which will expire worthless if the Company fails to complete a Business Combination within the Amended Combination Period. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 381.8pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Amended Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Termination of Proposed Business Combination</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On October 22, 2022, the Company entered into a Stock Purchase Agreement (the “<b>SPA</b>”) with Risee Entertainment Holdings Private Limited, a company incorporated in India (“<b>Risee</b>”), and Reliance Entertainment Studios Private Limited, company incorporated in India (the “<b>Target Company</b>”). Pursuant to the terms of the SPA, a business combination between the Company and the Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Risee in a series of transactions (collectively, the “<b>Stock Acquisition</b>”). The aggregate purchase price for the shares of the Target Company under the SPA is $102,000,000, and in addition, the Company also agreed to make a primary investment into the Target Company in the amount of $38,000,000, which will be used solely for the purposes of repayment of inter-company loans aggregating to $38,000,000 as existing on the books of the Target Company at the initial closing of the Stock Acquisition.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Pursuant to Section 12.1(a) of the SPA, wherein in the event of the Initial Closing (as defined in the SPA) has not occurred by the Outside Closing Date (as defined in the SPA) either Risee or the Target Company or the Company has the right to terminate the SPA. Risee terminated the SPA with immediate effect, and the Target Company and the Company acknowledged and accepted the termination letter dated October 25, 2023 received by the Company on October 26, 2023, without any liability to any of the parties involved.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Securities Purchase Agreement</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On November 10, 2023, the Company entered into a Securities Purchase Agreement with JC Unify Capital (Holdings) Limited, a BVI company (“<b>JC Unify</b>” or the “<b>Buyer</b>”), the Sponsor, and Shibasish Sarkar, (“<b>Seller</b>”, together with the Sponsor the “<b>Sellers</b>”), and as amended on January 31, 2024 (the “<b>Securities Purchase Agreement</b>”), pursuant to which the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents 76% of the total Company Securities (as defined in the Securities Purchase Agreement) owned by the Sponsor for an aggregate purchase price of $1.00.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On January 31, 2024, the Company entered into the First Amendment to the Securities Purchase Agreement (the “<b>First Amendment</b>”) with the Sponsor, Buyer and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other things, (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total company securities owned by the Sponsor, (ii) the Sellers shall deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of the SPAC, other than the officer and director(s) as mutually agreed, whose resignations shall be effective on the 10th day following the mailing to stockholders of a Schedule 14F or proxy statement pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors (iii) in connection with the issuance of a $1,300,000 promissory note by the Buyer to the Company, the SPAC shall issue (i) 100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan Capital Markets LLC (the “<b>Chardan</b>”), $50,000 shall be rebated via wire transfer from the Chardan to the Sponsor at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall purchase directors’ and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer or director of the SPAC prior to the signing of the SPA (“Initial Officers and Directors”) with coverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Issuance of Unsecured January 2024 Promissory Note</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 31.5pt">On January 31, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the “January 2024 Promissory Note”) to the Buyer. Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 new units at the closing of the Business Combination, which shall be identical in all respects to the private placement units issued at the Company’s initial public offering (the “New Units”), and (b) 847,675 shares of Common Stock of the Company (the “Additional Securities”) of which (i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 31.5pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Annual Meeting</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On February 13, 2024, the Company held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, Sanjay Wadhwa and Shibasish Sarkar were appointed as Class I directors with a term expiring at the Company’s annual general meeting to be held in 2025; Claudius Tsang and Yu-Ping Edward Tsai were appointed as Class II directors with a term expiring at the Company’s annual meeting to be held in 2026; and Daung-Yen Lu, Yao Chin Chen, and Chih Young Hung were appointed as Class III directors with a term expiring at the Company’s annual meeting to be held in 2027.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Issuance of Unsecured Promissory Note B</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On February 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $530,000 (the “Promissory Note B”) to JC Unify Capital (Holdings) Limited. Pursuant to Promissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to $530,000. The Promissory Note B shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note B is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus at the price of $10.00 per unit, at the option of the Buyer. The Promissory Note B does not bear interest. The proceeds of Promissory Note B will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Issuance of Unsecured Promissory Note C</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On February 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $470,000 (the “Promissory Note C”) to JC Unify. Pursuant to Promissory Note C, JC Unify agreed to loan to the Company an aggregate amount of up to $470,000. The Promissory Note C shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note C does not bear interest and is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On June 28, 2024, the Company entered into amendments to the January 2024 Promissory Note, Promissory Note B and Promissory Note C (the January 2024 Promissory Note, Promissory Note B and Promissory Note C are collectively referred to as the “<b>Prior Notes</b>”) with JC Unify Capital (Holdings) Limited (the “<b>Amendments to the Promissory Notes</b>”). Pursuant to the Amendments to the Promissory Notes, JC Unify Capital (Holdings) Limited has the right to convert the Prior Notes into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth of one share of Common Stock of the Company (together, the “<b>Conversion Securities</b>”), with no fractional Conversion Securities to be issued upon conversion, and the Prior Notes to be converted immediately prior to the closing of the Business Combination. The Amendments to the Promissory Notes also amended the events of default, so that the failure of the Company to issue Conversion Securities constitutes a failure to make required payments, constituting an event of default.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Extension Payment and Shares Redemption</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Initially, the Company was required to complete its initial business combination transaction by August 2, 2022, which was 12 months from the closing of the Initial Public Offering (the “Combination Period”). On July 27, 2022, at a special meeting of the Company’s stockholders (the “Extension Meeting”), the stockholders approved a proposal to amend the Company’s investment management trust agreement, dated as of July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Combination Period two times for an additional three months each time, or from August 2, 2022 to February 2, 2023 by depositing into the Trust Account $350,000 for each three-month extension. In connection with the proposal, the Company’s public stockholders had the right to redeem their shares of common stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two days prior to such stockholder vote. Public stockholders holding 21,026,882 shares of the Company’s common stock (out of a total of 23,000,000 shares of common stock held by public stockholders) exercised their right to redeem such shares at a redemption price of approximately $10.03 per share. On August 7, 2023 public stockholders holding 63,395 shares of the Company’s common stock (out of a total of 1,973,118 shares of common stock held by public stockholders) exercised their right to redeem such shares at a redemption price of approximately $10.89 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As previously disclosed, stockholders at the January 2024 Special Meeting approved the Extension Charter Amendment to extend 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. In connection with the Special Meeting, the Company’s stockholders elected to redeem an aggregate of 934,193 shares of common stock at a redemption price of approximately $11.43 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On July 26, 2022, the extension payment of $350,000 was deposited by the Sponsor into the Company’s Trust Account to extend the August 2, 2022, deadline to November 2, 2022.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On October 28, 2022, a second extension payment of $350,000 was deposited by the Sponsor into the Company’s Trust Account to extend the November 2, 2022, deadline to February 2, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> On February 3, 2023, the third extension payment of $385,541 was deposited by the Sponsor into the Company’s Trust Account to extend the February 2, 2023, deadline to May 2, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On June 1, 2023, a fourth partial extension payment of $128,513 was deposited by the Sponsor into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On June 23, 2023, fifth partial extension payment of $128,513 was deposited by the Company into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On July 11, 2023, sixth partial extension payment of $128,513 was deposited by the Company into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company has made the monthly deposit into the Trust Account of $128,513 for the monthly extension, from August 2, 2023 until January 2, 2024. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On each of January 2, 2024, February 1, 2024, March 6, 2024, April 5, 2024, April 29, 2024, May 28, 2024, June 25, 2024, August 5, 2024 , September 4, 2024, September 27, 2024 and October 28, 2024, the Company made a deposit of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from January 2, 2024 to December 2, 2024.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Departure of Director or Certain Officers</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On June 20, 2024, the Company received the resignation of Mr. Chih Young Hung as Director of the Company. Mr. Hung’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Hung was the Chair of the Company’s Compensation Committee and Audit Committee.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On July 2, 2024, the Company received the resignation of Mr. Daung-Yen Lu as Director of the Company. Mr. Lu’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Lu was a member of the Company’s Compensation Committee and Audit Committee. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On July 2, 2024, the Company received the resignation of Mr. Yu-Ping Tsai as Director of the Company. Mr. Tsai’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Tsai was a member of the Company’s Compensation Committee and Audit Committee. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On July 4, 2024, the Company received the resignation of Mr. Claudius Tsang as Director of the Company. Mr. Tsang’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 6, 2024, the Company received the resignation of Mr. Yao Chin Chen as Director of the Company. Mr. Chen’s resignation was not the result of any disagreement with the Company. Effective upon Mr. Chen’s resignation as a Director, the size of the Company’s Board reduced to four Directors.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 6, 2024, the Board appointed Mr. Hsu-Kao Cheng as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Chih Young Hung with effect from August 6, 2024 until the Company’s annual meeting to be held in 2027. The Board has determined that Mr. Cheng is an “independent director” as that term is defined under the List Rules of the Nasdaq. Mr. Cheng shall serve as the Chairman of the Audit Committee and the Compensation Committee of the Board.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 6, 2024, the Board of the Company appointed Mr. Tao-Chou Chang as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Daung-Yen Lu with effect from August 6, 2024 until the Company’s annual meeting to be held in 2027. The Board has determined that Mr. Chang is an “independent director” as that term is defined under the Listing Rules of Nasdaq. Mr. Chang shall serve as a member of the Company’s Audit Committee and the Compensation Committee of the Board.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 6, 2024, the Board of the Company appointed Mr. Ming-Hsien Hsu as Class II director of the Board, to fill in the vacancy created by the resignation of Mr. Yu-Ping Tsai with effect from August 6, 2024 until the Company’s annual meeting to be held in 2026. The Board has determined that Mr. Hsu is an “independent director” as that term is defined under the Listing Rules of Nasdaq. Mr. Hsu shall serve as a member of the Company’s Audit Committee and the Compensation Committee of the Board.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Delisting from the Nasdaq</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On July 30, 2024, the Company received a notice (“<b>Delisting Notice</b>”) from the Listing Qualifications Staff of Nasdaq, which stated that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by August 6, 2024 for additional time to complete a business combination, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on August 8, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 8, 2024, trading in the Company’s securities was suspended on Nasdaq. The securities are now quoted on Over-the-Counter (OTC) markets under the same symbols.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Liquidity and Going Concern</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif">As of September 30, 2024, the Company had cash of $</span>0 <span style="font-family: Times New Roman, Times, Serif">and a working capital deficit of $7,017,758. Accumulated deficit balances were $14,600,217 and $13,993,133 as of September 30, 2024 and March 31, 2024, respectively. On January 31, 2024, February 27, 2024 and February 27, 2024, the Company issued three unsecured promissory notes, the January 2024 Promissory Note, the Promissory Note B and the Promissory Note C in the aggregate principal amount of up to $1,300,000, $<span style="-sec-ix-hidden: hidden-fact-44">530,00</span> and $470,000, respectively, to JC Unify. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with applicable securities laws, the Company may issue additional securities or incur debt in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, <i>“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” </i>management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Amended Combination Period (January 2, 2025), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Amended Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Risks and Uncertainties</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Management is currently evaluating the impact of persistent inflation and rising interest rates, financial market instability, including recent bank failure, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the conflict in Ukraine and the surrounding region and the Israel-Hamas war, and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Inflation Reduction Act of 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As a result of the redemptions by the public stockholders in August 2023 and January 2024, the Company recorded $113,689 total excise tax liability as of September 30, 2024. During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. As of September 30, 2024, the excise tax return for the calendar year 2023 has not been filed. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.</p> | ||
imac |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
|
1 | pure | |
imac |
Investments Maximum Maturity Term
InvestmentsMaximumMaturityTerm
|
P180D | ||
CY2024Q3 | us-gaap |
Share Price
SharePrice
|
10 | |
imac |
Redemption Limit Percentage Without Prior Consents
RedemptionLimitPercentageWithoutPriorConsents
|
0.20 | pure | |
imac |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | pure | |
imac |
Promptly Reasonably Possible More Than Business Days
PromptlyReasonablyPossibleMoreThanBusinessDays
|
P10D | ||
CY2024Q1 | imac |
Percentage Of Private Securities Owned By Sponsors
PercentageOfPrivateSecuritiesOwnedBySponsors
|
0.76 | pure |
CY2024Q1 | imac |
Additional Securities
AdditionalSecurities
|
657675 | shares |
CY2023Q1 | us-gaap |
Deposits
Deposits
|
350000 | usd |
us-gaap |
Stock Redeemed Or Called During Period Shares
StockRedeemedOrCalledDuringPeriodShares
|
21026882 | shares | |
imac |
Stock Held In Public Stockholdersshares
StockHeldInPublicStockholdersshares
|
23000000 | shares | |
CY2024Q3 | imac |
Redemption Price Per Share
RedemptionPricePerShare
|
10.03 | |
CY2023Q3 | us-gaap |
Stock Issued During Period Shares Stock Options Exercised
StockIssuedDuringPeriodSharesStockOptionsExercised
|
63395 | shares |
CY2023Q3 | imac |
Stock Held In Public Stockholders Exercised
StockHeldInPublicStockholdersExercised
|
1973118 | shares |
CY2023Q3 | imac |
Redemption Price Per Share
RedemptionPricePerShare
|
10.89 | |
imac |
Aggregate Share Of Common Stock
AggregateShareOfCommonStock
|
934193 | shares | |
CY2022Q3 | imac |
Extension Payments Deposit
ExtensionPaymentsDeposit
|
350000 | usd |
CY2022Q4 | imac |
Extension Payments Deposit
ExtensionPaymentsDeposit
|
350000 | usd |
CY2023Q1 | imac |
Extension Payments Deposit
ExtensionPaymentsDeposit
|
385541 | usd |
CY2023Q2 | imac |
Extension Payments Deposit
ExtensionPaymentsDeposit
|
128513 | usd |
CY2023Q2 | imac |
Extension Payments Deposit
ExtensionPaymentsDeposit
|
128513 | usd |
CY2023Q3 | imac |
Extension Payments Deposit
ExtensionPaymentsDeposit
|
128513 | usd |
CY2024Q3 | us-gaap |
Deposits
Deposits
|
128513 | usd |
CY2024Q1 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q1 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q1 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q2 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q2 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q2 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q2 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q3 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q3 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q3 | us-gaap |
Deposits
Deposits
|
20000 | usd |
CY2024Q3 | us-gaap |
Cash
Cash
|
0 | usd |
CY2024Q3 | imac |
Working Capital Deficit
WorkingCapitalDeficit
|
7017758 | usd |
CY2024Q3 | us-gaap |
Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
|
-14600217 | usd |
CY2024Q1 | us-gaap |
Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
|
-13993133 | usd |
imac |
Excise Taxof Fair Market Value Percentage
ExciseTaxofFairMarketValuePercentage
|
0.01 | pure | |
CY2024Q3 | us-gaap |
Sales And Excise Tax Payable Current
SalesAndExciseTaxPayableCurrent
|
113689 | usd |
us-gaap |
Debt Instrument Interest Rate During Period
DebtInstrumentInterestRateDuringPeriod
|
0.10 | pure | |
imac |
Underpayment Penalty
UnderpaymentPenalty
|
0.05 | pure | |
CY2024Q3 | imac |
Liability Percenatge
LiabilityPercenatge
|
0.25 | pure |
us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Use of Estimates</b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. </p> | ||
CY2024Q3 | us-gaap |
Cash
Cash
|
0 | usd |
CY2024Q1 | us-gaap |
Cash
Cash
|
1044 | usd |
CY2024Q3 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
11801278 | usd |
CY2024Q1 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
11363873 | usd |
imac |
Reduction Of Temporary Equity
ReductionOfTemporaryEquity
|
13850689 | usd | |
imac |
Reduction Of Permanent Equity
ReductionOfPermanentEquity
|
1386770 | usd | |
us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
-0.2058 | pure | |
us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
2.4977 | pure | |
us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | pure | |
us-gaap |
Effective Income Tax Rate Reconciliation State And Local Income Taxes
EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes
|
0.09 | pure | |
us-gaap |
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
|
17847675 | shares | |
CY2024Q3 | us-gaap |
Net Income Loss
NetIncomeLoss
|
-170303 | usd |
CY2023Q3 | us-gaap |
Net Income Loss
NetIncomeLoss
|
-394256 | usd |
us-gaap |
Net Income Loss
NetIncomeLoss
|
-325170 | usd | |
us-gaap |
Net Income Loss
NetIncomeLoss
|
-71640 | usd | |
CY2024Q3 | us-gaap |
Weighted Average Number Of Diluted Shares Outstanding
WeightedAverageNumberOfDilutedSharesOutstanding
|
7522430 | shares |
CY2024Q3 | us-gaap |
Weighted Average Number Of Shares Outstanding Basic
WeightedAverageNumberOfSharesOutstandingBasic
|
7522430 | shares |
CY2023Q3 | us-gaap |
Weighted Average Number Of Diluted Shares Outstanding
WeightedAverageNumberOfDilutedSharesOutstanding
|
8480740 | shares |
CY2023Q3 | us-gaap |
Weighted Average Number Of Shares Outstanding Basic
WeightedAverageNumberOfSharesOutstandingBasic
|
8480740 | shares |
us-gaap |
Weighted Average Number Of Diluted Shares Outstanding
WeightedAverageNumberOfDilutedSharesOutstanding
|
7522430 | shares | |
us-gaap |
Weighted Average Number Of Shares Outstanding Basic
WeightedAverageNumberOfSharesOutstandingBasic
|
7522430 | shares | |
us-gaap |
Weighted Average Number Of Diluted Shares Outstanding
WeightedAverageNumberOfDilutedSharesOutstanding
|
8500164 | shares | |
us-gaap |
Weighted Average Number Of Shares Outstanding Basic
WeightedAverageNumberOfSharesOutstandingBasic
|
8500164 | shares | |
CY2024Q3 | us-gaap |
Earnings Per Share Diluted
EarningsPerShareDiluted
|
-0.02 | |
CY2024Q3 | us-gaap |
Earnings Per Share Basic
EarningsPerShareBasic
|
-0.02 | |
CY2023Q3 | us-gaap |
Earnings Per Share Diluted
EarningsPerShareDiluted
|
-0.05 | |
CY2023Q3 | us-gaap |
Earnings Per Share Basic
EarningsPerShareBasic
|
-0.05 | |
us-gaap |
Earnings Per Share Diluted
EarningsPerShareDiluted
|
-0.04 | ||
us-gaap |
Earnings Per Share Basic
EarningsPerShareBasic
|
-0.04 | ||
us-gaap |
Earnings Per Share Diluted
EarningsPerShareDiluted
|
-0.01 | ||
us-gaap |
Earnings Per Share Basic
EarningsPerShareBasic
|
-0.01 | ||
us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Concentration of Credit Risk</b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> | ||
CY2024Q3 | us-gaap |
Cash Fdic Insured Amount
CashFDICInsuredAmount
|
250000 | usd |
imac |
Description Of Private Warrant Purchase
DescriptionOfPrivateWarrantPurchase
|
Each Private Warrant entitles the holder to purchase three-fourths of one share of common stock | ||
CY2021Q1 | imac |
Percentage Of Shares Issued
PercentageOfSharesIssued
|
0.20 | pure |
CY2021Q1 | imac |
Percentage Of Shares Outstanding
PercentageOfSharesOutstanding
|
0.20 | pure |
us-gaap |
Allocated Share Based Compensation Expense
AllocatedShareBasedCompensationExpense
|
786848 | usd | |
CY2023Q4 | imac |
Percentage Of Total Securities
PercentageOfTotalSecurities
|
0.76 | pure |
CY2023Q4 | imac |
Aggregate Purchase Price
AggregatePurchasePrice
|
1 | |
CY2022Q1 | us-gaap |
Line Of Credit Facility Maximum Borrowing Capacity
LineOfCreditFacilityMaximumBorrowingCapacity
|
750000 | usd |
CY2022Q2 | us-gaap |
Line Of Credit Facility Periodic Payment
LineOfCreditFacilityPeriodicPayment
|
200000 | usd |
us-gaap |
Line Of Credit Facility Average Outstanding Amount
LineOfCreditFacilityAverageOutstandingAmount
|
2445000 | usd | |
CY2024 | us-gaap |
Line Of Credit Facility Average Outstanding Amount
LineOfCreditFacilityAverageOutstandingAmount
|
2445000 | usd |
CY2024Q3 | us-gaap |
Principal Amount Outstanding Of Loans Held In Portfolio
PrincipalAmountOutstandingOfLoansHeldInPortfolio
|
1741927 | usd |
CY2024Q1 | us-gaap |
Principal Amount Outstanding Of Loans Held In Portfolio
PrincipalAmountOutstandingOfLoansHeldInPortfolio
|
1062232 | usd |
imac |
Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
|
0.2 | ||
CY2024Q3 | imac |
Deferred Fee Per Unit
DeferredFeePerUnit
|
0.35 | |
CY2024Q3 | imac |
Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
|
8050000 | usd |
CY2021Q1 | imac |
Agreed To Pay Maximum Amount Subject To Successfully Completing Business Combination
AgreedToPayMaximumAmountSubjectToSuccessfullyCompletingBusinessCombination
|
400000 | usd |
CY2021Q1 | imac |
Agreed To Pay Uncomplete Business Combination Within Combination Period
AgreedToPayUncompleteBusinessCombinationWithinCombinationPeriod
|
40000 | usd |
CY2023Q3 | imac |
Service Fees
ServiceFees
|
40000 | usd |
imac |
Service Fees
ServiceFees
|
360000 | usd | |
CY2024 | imac |
Service Fees
ServiceFees
|
360000 | usd |
CY2021Q2 | us-gaap |
Payment For Management Fee
PaymentForManagementFee
|
35000 | usd |
CY2023Q4 | us-gaap |
Other Receivables
OtherReceivables
|
6000 | gbp |
CY2024Q1 | imac |
Repaymentof Outstanding Fees
RepaymentofOutstandingFees
|
12145 | usd |
CY2024Q1 | imac |
Paid The Outstanding Fees
PaidTheOutstandingFees
|
31500 | usd |
CY2022Q1 | us-gaap |
Investment Company Excess Expense Reimbursable
InvestmentCompanyExcessExpenseReimbursable
|
25000 | usd |
CY2022Q1 | imac |
Percentage Of Fee Based On Target Introduced In Business Combination
PercentageOfFeeBasedOnTargetIntroducedInBusinessCombination
|
0.005 | pure |
CY2022Q1 | imac |
Business Combination Description
BusinessCombinationDescription
|
(ii) if we consummate a business combination with a target introduced by Chardan, three percent (3%) of the first $100 million aggregate value of the target, two percent (2.0%) of the aggregate value of the target greater than $100 million but less than $200 million, and one percent (1.0%) of the aggregate value of the target greater than $200 million but less than $300 million, | |
imac |
Consulting Expenses
ConsultingExpenses
|
23147 | usd | |
CY2024 | imac |
Consulting Expenses
ConsultingExpenses
|
23147 | usd |
CY2022Q3 | imac |
Payment For Monthly Fees
PaymentForMonthlyFees
|
8000 | usd |
CY2023Q4 | us-gaap |
Reductions In Other Assets Amount
ReductionsInOtherAssetsAmount
|
300000 | usd |
CY2024Q2 | imac |
Repaid Amounts
RepaidAmounts
|
150000 | usd |
us-gaap |
Sponsor Fees
SponsorFees
|
38000 | usd | |
imac |
Outstanding Invoice
OutstandingInvoice
|
23617 | usd | |
CY2024 | imac |
Outstanding Invoice
OutstandingInvoice
|
23617 | usd |
imac |
One Year Fromthe Closingof The Initial Public Offering
OneYearFromtheClosingofTheInitialPublicOffering
|
P1Y | ||
imac |
Number Of Trading Days Of Last Sale Price Of Shares Of Common Stock
NumberOfTradingDaysOfLastSalePriceOfSharesOfCommonStock
|
P20D | ||
imac |
Number Of Trading Days For Prior To Notice Of Redemption To Warrant Holders
NumberOfTradingDaysForPriorToNoticeOfRedemptionToWarrantHolders
|
P30D | ||
imac |
Trading Days Endingonthe Third Trading Day Prior Days
TradingDaysEndingontheThirdTradingDayPriorDays
|
P20D | ||
imac |
Percentageof Market Priceof Warrants
PercentageofMarketPriceofWarrants
|
1.15 | pure | |
imac |
Redemptionof Trigger Priceof Market Value
RedemptionofTriggerPriceofMarketValue
|
16.5 | ||
imac |
Percenatge Of Market Price Of Warrant
PercenatgeOfMarketPriceOfWarrant
|
1.65 | pure | |
CY2024Q3 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
5000000 | shares |
CY2024Q3 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2024Q3 | us-gaap |
Common Stock Shares Authorized
CommonStockSharesAuthorized
|
500000000 | shares |
CY2024Q3 | us-gaap |
Common Stock Par Or Stated Value Per Share
CommonStockParOrStatedValuePerShare
|
0.0001 | |
CY2024Q3 | us-gaap |
Common Stock Shares Issued
CommonStockSharesIssued
|
6546900 | shares |
CY2024Q3 | us-gaap |
Common Stock Shares Outstanding
CommonStockSharesOutstanding
|
6546900 | shares |
CY2024Q1 | us-gaap |
Common Stock Shares Outstanding
CommonStockSharesOutstanding
|
6546900 | shares |
CY2024Q1 | us-gaap |
Common Stock Shares Issued
CommonStockSharesIssued
|
6546900 | shares |
CY2024Q3 | us-gaap |
Temporary Equity Shares Outstanding
TemporaryEquitySharesOutstanding
|
975530 | shares |
CY2024Q1 | us-gaap |
Temporary Equity Shares Outstanding
TemporaryEquitySharesOutstanding
|
975530 | shares |
us-gaap |
Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
93237 | usd | |
us-gaap |
Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
-7969 | usd | |
CY2024Q3 | ecd |
Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
|
false | |
CY2024Q3 | ecd |
Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
|
false | |
CY2024Q3 | ecd |
Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
|
false | |
CY2024Q3 | ecd |
Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
|
false | |
CY2024Q3 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
usd | |
CY2024Q1 | us-gaap |
Commitments And Contingencies
CommitmentsAndContingencies
|
usd | |
CY2024Q1 | us-gaap |
Preferred Stock Value
PreferredStockValue
|
usd | |
CY2024Q1 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
shares | |
CY2024Q1 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
shares | |
CY2024Q3 | imac |
Liabilities Written Back
LiabilitiesWrittenBack
|
usd | |
CY2023Q3 | imac |
Liabilities Written Back
LiabilitiesWrittenBack
|
usd | |
imac |
Liabilities Written Back
LiabilitiesWrittenBack
|
usd | ||
imac |
Proceeds From Trust Account To Pay Franchise Tax
ProceedsFromTrustAccountToPayFranchiseTax
|
usd | ||
imac |
Cash Withdrawn From Trust Account In Connection With Redemption
CashWithdrawnFromTrustAccountInConnectionWithRedemption
|
usd | ||
us-gaap |
Proceeds From Issuance Of Debt
ProceedsFromIssuanceOfDebt
|
usd | ||
us-gaap |
Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
|
usd | ||
us-gaap |
Payments For Repurchase Of Common Stock
PaymentsForRepurchaseOfCommonStock
|
usd | ||
CY2024Q3 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
usd | |
CY2024Q3 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
shares | |
CY2024Q1 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
shares | |
dei |
Amendment Flag
AmendmentFlag
|
false | ||
dei |
Current Fiscal Year End Date
CurrentFiscalYearEndDate
|
--03-31 | ||
dei |
Document Fiscal Period Focus
DocumentFiscalPeriodFocus
|
Q2 | ||
dei |
Document Fiscal Year Focus
DocumentFiscalYearFocus
|
2025 | ||
dei |
Entity Central Index Key
EntityCentralIndexKey
|
0001846235 |