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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

March 26, 2025

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: (212960-3677

 

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   None
Warrants   IMAQW   None
Rights   IMAQR   None
Units   IMAQU   None

 

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. 

 

Issuance of Promissory Note D

 

On March 28, 2025, International Media Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal amount of up to $600,000 (the “Promissory Note D”) to JC Unify Capital (Holdings) Limited. Pursuant to Promissory Note D, the Buyer agreed to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D 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 D is convertible 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 “Conversion Securities”), with no fractional Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest.

 

The proceeds of Promissory Note D 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.

 

The foregoing description of Promissory Note D is not complete and is subject to and qualified in its entirety by reference to the full text of Promissory Note D which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

 

Item 8.01. Other Events

 

On March 26, 2025, the Company made a deposit of $2,000 (the “Extension Payment”) to the trust account to extend the period of time the Company has to consummate an initial business combination from April 2, 2025 to May 2, 2025.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.   Description
10.1   Promissory Note D, dated March 28, 2025, issued to JC Unify Capital (Holdings) Limited
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: March 28, 2025  
   
INTERNATIONAL MEDIA ACQUISITION CORP.  
   
By: /s/ Yu-Fang Chiu                         
Name:  Yu-Fang Chiu  
Title: Chief Executive Officer and Chief Financial Officer  

 

 

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