INTELLIGENT MEDICINE ACQUISITION CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 21, 2023, Intelligent Medicine Acquisition Corp. (the "Company") issued an unsecured convertible promissory note (the "Note") to Intelligent Medicine Sponsor LLC (the "Sponsor") pursuant to which the Company may borrow up to $1,000,000 to deposit into the Company's trust account from the Sponsor for transaction costs reasonably related to the Company's search for a Business Combination (as defined below). Gregory C. Simon, the Company's Chief Executive Officer and Chief Financial Officer, is a Manager of the Sponsor.

The Note bears no interest and all unpaid principal under the Note will be due and payable in full upon the earlier of (i) September 9, 2023 or (ii) the completion of an initial business combination (the "Business Combination"). The issuance of the Note was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Pursuant to the terms of the Note, the Sponsor will have the option, at any time on or prior to the earlier of September 9, 2023 or the completion of a Business Combination, to convert any amounts outstanding under the Note, up to $1,000,000 in the aggregate, into warrants to purchase the Company's Class A ordinary shares, par value $0.0001 per share ("Class A ordinary shares"), at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company's initial public offering.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

          Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



Exhibit                                  Description

  10.1        Promissory Note, dated as of February 21, 2023.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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