Item 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item
1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 26, 2023, International Media Acquisition Corp., a Delaware
corporation (the "Company"),entered into a Loan and Transfer Agreement, dated as
of the date hereof (the "Loan Agreement"), by and among the Company, Content
Creation Media, LLC (the "Sponsor"), and the lender named therein (the
"Lender"), pursuant to which the Sponsor is permitted to borrow $385,541.10 (the
"Initial Loan") and $128,513.70 per month, at the Company's discretion (each a
"Monthly Loan" and collectively with the Initial Loan, the "Loan") which will in
turn be loaned by the Sponsor to the Company, to cover certain extension
payments to the trust account of the Company. Pursuant to the Loan Agreement,
the Loan shall be payable within five (5) days of the date on which Company
consummates its de-SPAC transaction.
As additional consideration for the Lender making the Initial Loan available to
Sponsor, the Company shall issue 500,000 shares of Common Stock to the Lender
(the "Initial Securities"), and as additional consideration for the lender
making each Monthly Loan available to Sponsor, the Company shall issue 166,700
shares of Common Stock to Lender for each Monthly Loan. Such securities shall be
subject to no transfer restrictions or any other lock-up provisions, earn outs
or other contingencies, and shall promptly be registered pursuant to the first
registration statement filed by the Company or the surviving entity following
the de-SPAC Closing in connection with the de-SPAC Closing, or if no such
registration statement is filed in connection with the de-SPAC Closing, the
first registration statement filed subsequent to the de-SPAC Closing, which will
be filed no later than 45 days after the de-SPAC Closing and declared effective
no later than 90 days after the de-SPAC Closing.
The proceeds of the Loan will be used for the Company to fund amounts deposited
into the Company's trust account in connection with each extension.
The foregoing description of the Loan Agreement is qualified in its entirety by
reference to the full text of the Loan Agreement, a form of which is filed with
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
Item 8.01 Other Events
Postponement of Special Meeting of Stockholders and Increase in Extension
Payment
On January 26, 2023, the Company filed a supplement to its proxy statement dated
January 9, 2023 in connection with its upcoming special meeting of stockholders
(the "Meeting") initially scheduled to be held on January 26, 2023 to announce,
among other things, the postponement of the Meeting to 9:00 a.m. on January 27,
2023.
The postponement was due to a change in the terms of the funds to be deposited
into the Company's trust account in connection with each extension to
$385,541.10 being deposited for the initial 3 month extension and $128,513.70
being deposited for each additional monthly extension. In connection with the
change in the amount being funded, the Company will solicit investors to reverse
their redemption notices.
The deadline for holders of our public shares to demand that such shares be
converted for a pro rata share of the aggregate amount on deposit in the Trust
Account, less taxes payable, has been extended to 5:00 p.m. Eastern time on
January 26, 2023. Stockholders who have previously submitted shares for
redemption or who have voted by proxy do not need to do anything unless they
change their decision as to redemption or voting.
A copy of the proxy supplement is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Important Information for Investors and Stockholders
This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom. IMAQ intends to file a proxy
statement with the SEC. A proxy statement will be sent to all IMAQ stockholders.
IMAQ also intends to file other documents regarding the proposed transactions
with the SEC. Before making any voting decision, investors and security holders
of IMAQ are urged to read the proxy statement and all other relevant documents
that IMAQ files with the SEC in connection with the proposed transactions as
they become available because they will contain important information about the
proposed transactions.
Investors and security holders will be able to obtain free copies of the proxy
statement and all other relevant documents filed with the SEC by IMAQ through
the website maintained by the SEC at www.sec.gov.
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K are not
historical facts but are forward-looking statements. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, statements
regarding estimates and forecasts of other performance metrics and projections
of market opportunity. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K and on the current
expectations of IMAQ's and the Target Company's respective management and are
not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of IMAQ
and the Target Company. Some important factors that could cause actual results
to differ materially from those in any forward-looking statements could include
changes in domestic and foreign business, market, financial, political and legal
conditions.
These forward-looking statements are subject to a number of risks and
uncertainties, including, the inability of the parties to successfully or timely
consummate the SPA, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect IMAQ or the expected benefits of the Stock Acquisition,
if not obtained; the failure to realize the anticipated benefits of the Stock
Acquisition; matters discovered by the parties as they complete their respective
due diligence investigation of the other party; the ability of IMAQ to maintain
the listing of IMAQ's shares on Nasdaq; costs related to the Stock Acquisition;
IMAQ's failure to satisfy the conditions to the consummation of each tranche of
the Stock Acquisition, including the initial approval of the SPA by the
stockholders of IMAQ, the risk that the Stock Acquisition may not be completed
by the stated deadlines and the potential failure to obtain an extension of the
stated deadlines; the inability to complete the financing contemplated in
connection with the Stock Acquisition and the purchase of 100% of the equity of
the Target Company; the outcome of any legal proceedings that may be instituted
against IMAQ or the Target Company related to the Stock Acquisition; the
attraction and retention of qualified directors, officers, employees and key
personnel following the Stock Acquisition, IMAQ's ability following the Stock
Acquisition to compete effectively in a highly competitive market; the ability
to protect and enhance the Target Company's corporate reputation and brand; the
impact from future regulatory, judicial, and legislative changes in the Target
Company's industry; the uncertain effects of the COVID-19 pandemic and other
pandemics on the production of movies and attendance at movie theaters; changes
in the viewing patterns of customers and consumer behavior, as well as evolving
technologies, distribution platforms and packaging; the substantial investment
of capital required to produce and market films and other programming; the
inability to compete for talent, content, audiences, subscribers, advertising
and distribution in the Indian and global entertainment industry; future
financial performance of IMAQ following the Stock Acquisition; the ability of
IMAQ to forecast and maintain an adequate rate of revenue growth and
appropriately plan its expenses; the risk that the Stock Acquisition disrupts
current plans and operations of the Target Company as a result of the
announcement and consummation of the Stock Acquisition; the possibility that the
Target Company may be adversely affected by other economic, business,
regulatory, and/or competitive factors; the evolution of the markets in which
the Target Company competes, including technological changes and other trends
affecting the entertainment industry and increases in the cost for content and
other rights; risks related to streaming initiatives; the ability of the Target
Company to implement its existing strategic initiatives and continue to
innovate; risks related to acquisition and integration of acquired businesses;
the ability of the Target Company to defend its intellectual property; the risk
that the Target Company may not be able to execute its growth strategy and the
timing of expected business milestones; and the risk of declines or disruptions
in the Indian economy. The foregoing list of risks is not exhaustive.
If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that IMAQ and the
Target Company do not presently know, or that IMAQ and the Target Company
currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition,
forward-looking statements reflect IMAQ's and the Target Company's current
expectations, plans and forecasts of future events and views as of the date
hereof. Nothing in this Current Report on Form 8-K and the exhibits hereto
should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not
place undue reliance on forward-looking statements in this Current Report on
Form 8-K and the exhibits hereto, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary statements
herein and the risk factors of IMAQ and the Target Company described above. IMAQ
and the Target Company anticipate that subsequent events and developments will
cause their assessments to change. However, while IMAQ and the Target Company
may elect to update these forward-looking statements at some point in the
future, they each specifically disclaim any obligation to do so, except as
required by law.
Participants in the Solicitation
IMAQ and the Target Company and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
IMAQ's stockholders in connection with the proposed Stock Acquisition. A list of
the names of the directors and executive officers of IMAQ and information
regarding their interests in the Stock Acquisition will be contained in the
proxy statement when available. You may obtain free copies of these documents as
described in the second paragraph under the above section entitled "Important
Information for Investors and Stockholders."
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
No. Name
10.1 Form of Loan and Transfer Agreement
99.1 Proxy Supplement Dated January 26, 2023
Cover Page Interactive Data File - the cover page XBRL tags are
104 embedded within the Inline XBRL document.
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