Item 1.01 Entry into a Material Definitive Agreement.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the Special Meeting (defined below), International Media Acquisition Corp. ("IMAQ") and Continental Stock Transfer & Trust Company entered into an amendment, dated January 27, 2023, to the Investment Management Trust Agreement, dated July 28, 2021, by and between Continental Stock Transfer & Trust Company and IMAQ (the "IMTA Amendment"). A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal


           Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the "Charter Amendment") which became effective upon filing. The Charter Amendment changed the date by which IMAQ must consummate an initial business combination for an additional three (3) months, from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

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

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

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





Matters Voted On                                                     For      Against   Abstain

Proposal to amend the Company's Amended and Restated Certificate of Incorporation ("Charter") to give the Company the right to further extend the date by which it has to consummate a business combination (the "Combination Period") for an additional three (3) months, from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023 (i.e., for a total period of time ending 24 months from the consummation of its initial public offering).

                     7,520,802     8,550       534

Proposal to approve the amendment of the Company's Investment Management Trust Agreement, dated as of July 28, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the Combination Period one (1) time for an additional three (3) months from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until, August 2, 2023, by depositing into the trust account $385,541.10 for the three-month extension and $128,513.70 for each subsequent one-month extension.

                              7,520,843     8,428       615

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

Item 9.01. Financial Statements and Exhibits






(c) Exhibits:



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

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