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
January 26, 2023
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: (212) 960-3677
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 | The Nasdaq Stock Market LLC | ||
| Warrants | IMAQW | The Nasdaq Stock Market LLC | ||
| Rights | IMAQR | The Nasdaq Stock Market LLC | ||
| Units | IMAQU | The Nasdaq Stock Market LLC |
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 x
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. |
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 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: January 26, 2023 | ||
| INTERNATIONAL MEDIA ACQUISITION CORP. | ||
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
FORM OF LOAN AND TRANSFER AGREEMENT
THIS LOAN AND TRANSFER AGREEMENT (this "Agreement") is made and entered into effectively as of [_], 2023 (the “Effective Date”), by, between and among ____________(the “Lender”), International Media Acquisition Corp., a Delaware corporation (“SPAC”) and Content Creation Media, LLC, a Delaware limited liability company (“Sponsor” or “Borrower”). Lender, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
WHEREAS, SPAC is a special purpose acquisition company that closed on its initial public offering on August 2, 2021, with 12 months to complete an initial business combination (the “De-SPAC”) or, in the alternative, seek to extend the period in which an initial business combination must be completed up to two times for an additional three months each time (an “Extension”) (each three month renewal period shall be referred to as a “Renewal Period”) with each extension costing $2,300,000 up and until February 2, 2023;
WHEREAS, on July 26, 2022 SPAC held a Special Meeting during which SPAC’s shareholders approved an amendment to the investment management trust agreement, dated July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company providing that SPAC has the right to seek up two Extension beyond August 2, 2022, with each Extension costing $350,000 (an “Extension Payment”) up and until February 2, 2023;
WHEREAS, SPAC made its first Extension Payment on July 26, 2022 extending the SPAC’s deadline to complete an initial business combination from August 2, 2022 to November 2, 2022;
WHEREAS, SPAC made its second Extension Payment on October 28, 2022 extending the SPAC’s deadline to complete an initial business combination from November 2, 2022 to February 2, 2023;
WHEREAS, as of the date of this Agreement, SPAC has not completed a business combination;
WHEREAS, the SPAC has scheduled a Special Meeting during which the SPAC’s shareholders will consider a proposal to further extend the date by which the SPAC has to consummate a 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 (each one month renewal period shall be referred to as a “Partial Renewal Period”);
WHEREAS, Lender will loan Borrower $385,541.10 (the “Initial Loan”), which will in turn be loaned by the Borrower to the SPAC, to cover the third Extension Payment with any balance to be used for SPAC’s working capital, at the discretion of the SPAC (the “Initial SPAC Loan”);
WHEREAS, for each additional one month extension up and until August 2, 2023, Borrower may call upon Lender to make, and Lender shall make, additional loans of $128,513.70 (each a “Monthly Loan” and collectively with the Initial Loan, the “Loan”) which will in turn be loaned by the Borrower to the SPAC, to cover the monthly Extension Payments with any balance to be used for SPAC’s working capital, at the discretion of the SPAC (the “Monthly SPAC Loan” and collectively with the Initial SPAC Loan, the “SPAC Loan”),
WHEREAS, SPAC intends to pay all principal under the SPAC Loan to Sponsor at the closing of the De-SPAC transaction (the “De-Spac Closing”), in accordance with Section 2 below, and Sponsor will thereafter pay all principal under the Loan to Lender in accordance with Section 2 below; and
WHEREAS, Sponsor will benefit from the Loan being made by Lender to Sponsor and the SPAC Loan being made from the Sponsor to the SPAC.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreement contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:
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ARTICLE I
THE LOAN AND SPAC LOAN
| 1.1 | Closing. The Initial Loan shall be made by the Lender to the Sponsor in cash, on or prior to January 26, 2023, or on such date as the Parties may agree in writing (such date, the “Closing”). Following the written request by Sponsor 5 business days prior to required funding and subject to SPAC seeking to extend for an additional month, each Monthly Loan shall be made prior to the applicable Partial Renewal Period. |
| 1.2 | SPAC Loan. Immediately following the completion of the Extension on February 2, 2023, the SPAC Loan shall be made by the Sponsor to the SPAC. If the SPAC does not successfully complete an Extension by February 2, 2023, the SPAC loan shall not be made to the SPAC. |
| 1.3 | Terms of Loan. The Loan shall not accrue interest and shall be repaid as discussed below. |
| 1.4 | Terms of SPAC Loan. The SPAC Loan shall not accrue interest and shall be repaid by the SPAC, if at all, upon closing of the De-SPAC. |
| 1.5 | Wiring Instructions. At the Closing, Lender shall advance the Loan proceeds to Sponsor by wire transfer of immediately available funds pursuant to the wiring instructions separately provided. |
ARTICLE II
REPAYMENT OF LOAN AND SPAC LOAN
| 2.1 | No Interest Payable by SPAC. The SPAC shall not be responsible for the payment of any interest on the Loan or SPAC Loan and shall only be required to repay the principal amount of the SPAC Loan from the Sponsor to the SPAC upon completion of the De-SPAC. For the sake of clarity, the SPAC Loan shall accrue no interest to the Sponsor. In the event the De-SPAC does not occur and the SPAC is liquidated, the SPAC Loan shall be automatically forgiven by the Sponsor. In the event that the De-SPAC does not occur, it is unlikely that Lender will be able to recover amounts under the Loan. |
| 2.2 | Repayment. The total amounts advanced by Lender to the Sponsor in connection with the Loan (the “Funded Amounts”) shall be repaid to Lender within five (5) days of the De-SPAC by Sponsor and Sponsor and SPAC will be jointly and severally obligated for such payment. |
| 2.3 | Additional Consideration. As additional consideration for the Lender making the Initial Loan available to Sponsor, SPAC shall issue 500,000 shares of Common Stock to Lender (the “Initial Securities”), and as additional consideration for the Lender making each Monthly Loan available to Sponsor, SPAC shall issue 166,700 shares of Common Stock to Lender for each Monthly Loan made by Lender (or 500,100 shares of Common Stock if all Monthly Loans are made) (such monthly issuances of Common Stock, the “Monthly Securities”, and collectively with the Initial Securities, the “Additional Securities”) to Lender. The Additional Securities shall be issued to Lender in conjunction with the de-SPAC Closing. The Additional 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 SPAC 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. |
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| 2.4 | Failure to File Extension. If the SPAC does not successfully complete an Extension by February 2, 2023, all Funded Amounts will be returned to the Lender from the Sponsor within 1 business day. |
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants to each other Party as of the date of this Agreement and as of the Closing that:
| 3.1 | Authority. Such Party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Party of this Agreement and the consummation of the transfer have been duly authorized by all necessary action on the part of the relevant Party, and no further approval or authorization is required on the part of such Party. This Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. |
| 3.2 | Acknowledgement. Each Party acknowledges and agrees that the Additional Securities have not been registered under the Securities Act or under any state securities laws and the Lender represents that, as applicable, it (a) is acquiring the Additional Securities pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose of any of the Additional Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Exchange and of making an informed investment decision, and has conducted a review of the business and affairs of the SPAC that it considers sufficient and reasonable for purposes of making the transfer, and (d) is an "accredited investor" (as that term is defined by Rule 501 under the Securities Act). |
| 3.3 | Trust Waiver. Lender acknowledges that the SPAC is a blank check company with the powers and privileges to effect a business combination and that a trust account has been established by the SPAC in connection with its initial public offering (“Trust Account”). Lender waives any and all right, title and interest, or any claim of any kind it now has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account for any claims in connection with, as a result of, or arising out of this Agreement; provided, however, |
that nothing in this Section 3.3 shall (a) serve to limit or prohibit Lender’s right to pursue a claim against the SPAC for legal relief against assets outside the Trust Account, for specific performance or other relief, (b) serve to limit or prohibit any claims that Lender may have in the future against the SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (c) be deemed to limit Lender’s right, title, interest or claim to the Trust Account by virtue of Lender’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the SPAC.
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| 3.4 | Restricted Securities. Lender hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following: |
| • | Lender realizes that, unless subject to an effective registration statement, the Additional Securities cannot readily be sold as they will be restricted securities and therefore the Additional Securities must not be accepted unless Lender has liquid assets sufficient to assure that Lender can provide for current needs and possible personal contingencies; |
| • | Lender understands that, because SPAC is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the Lender holds the Additional Securities, sales of the Additional Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that SPAC is no longer a ‘shell company’ and that SPAC has not been a ‘shell company’ for at least the last 12 months— i.e., that no sales of Additional Securities can be made pursuant to Rule 144 until at least 12 months after the De-SPAC; and SPAC has filed with the United States Securities and Exchange Commission (the “SEC”), during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; |
| • | Lender confirms and represents that it is able (i) to bear the economic risk of the Additional Securities, (ii) to hold the Additional Securities for an indefinite period of time, and (iii) to afford a complete loss of the Additional Securities; and |
| • | Lender understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Additional Securities in substantially the following form: |
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”
The SPAC shall take all steps necessary in order to remove the legend referenced in the preceding paragraph from the Additional Securities immediately following the earlier of (a) the effectiveness of a registration statement applicable to the Additional Securities or (b) any other applicable exception to the restrictions described in the legend occurs.
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ARTICLE IV
MISCELLANEOUS
| 4.1 | Default. In the event that Sponsor or SPAC defaults in its repayment obligations under Section 2.2 of this Agreement or SPAC defaults in its obligation to issue Lender Additional Securities and to register such Additional Securities pursuant to Section 2.3 of this Agreement and in the event that such default continues for a period of fifteen (15) business days after written notice to the Sponsor and SPAC (the “Default Date”), Sponsor shall immediately transfer to Lender 250,000 shares of SPAC Common Stock owned by the Sponsor (collectively, the “Sponsor Shares”) and 50,000 private units owned by the Sponsor (“SPAC Private Units”) on the Default Date and shall transfer an additional 250,000 Sponsor Shares and 50,000 SPAC Private Units each month thereafter, until the default is cured; provided however, that in no event will Sponsor transfer any Sponsor Shares or SPAC Common Stock or warrants underlying any SPAC Private Units to Lender that would result in Lender (together with any other persons whose beneficial ownership of SPAC’s Common Stock would be aggregated with Lender’s for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Securities and Exchange Commission, including any “group” of which Lender is a member) beneficially owning more than 19.9% of the outstanding shares of SPAC Common Stock. Notwithstanding the foregoing, in no event shall the maximum aggregate amount of shares forfeited by Sponsor to Lender exceed 3,000,000 Sponsor Shares; provided further that any such Sponsor Shares or SPAC Private Units received pursuant to this Section 4.1 shall be added to the registration statement required by Section 2.3 of this Agreement if not then effective and if such registration statement has been declared effective, such Sponsor Shares or SPAC Private Units shall be promptly registered, and in any event will be registered within 90 days. In the event that Lender notifies Sponsor and SPAC of any default pursuant to this Section 4.1, Sponsor shall not sell, transfer, or otherwise dispose of any SPAC Shares or SPAC Private Units, other than in accordance with this Section 4.1, until such default is cured. |
| 4.2 | Injunctive Relief. It is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach by any Party of any covenants or obligations herein, and that any such breach by a Party will cause the other Parties great and irreparable injury and damage. Accordingly, the breaching Party agrees that the other Parties shall be entitled, without waiving any additional rights or remedies otherwise available to the breaching Party at law or in equity or by statute, to seek injunctive and other equitable relief in the event of a breach or intended or threatened breach by the breaching Party of any of said covenants or obligations. |
| 4.3 | Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions have been held to be invalid, illegal, or unenforceable. |
| 4.4 | Titles and Headings. The titles and section headings in this Agreement are included strictly for convenience purposes. |
| 4.5 | No Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. |
| 4.6 | Term of Obligations. The term of this Agreement shall expire on the later of (i) fifteen (15) days from the Effective Date in the event that the SPAC stockholders do not approve to extend the time for the SPAC to complete a business combination beyond February 2, 2023; (ii) fifteen (15) days from the expiration of the final Renewal or Partial Renewal Period in the event the de-SPAC Closing does not occur; or (iii) (6) months after the De-SPAC Closing. However, the obligations set forth herein that are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement, including for the avoidance of doubt, the registration obligations set forth in Section 2.3, the obligations to remove restrictive legends in Section 3.4, the default provision set forth in Section 4.1 and the indemnity obligations set forth in Section 4.15. |
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| 4.7 | Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, the United States District Court for the District of Delaware (collectively, the “Courts”), for purposes of any action, suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other Proceeding, that such Court does not have any jurisdiction over such Party. Any Party may serve any process required by such Courts by way of notice. |
| 4.8 | WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. |
| 4.9 | Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party, unless mutually approved in writing. |
| 4.10 | Counterparts. This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which shall be deemed an original and which, when taken together, shall constitute one and the same document. |
| 4.11 | Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice. |
| If to Lender: | If to SPAC or Sponsor: | |
| [ ] | [ ] |
| 4.12 | Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder. |
6
| 4.13 | Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party. |
| 4.14 | Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the nonbreaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity. |
| 4.15 | Indemnification. SPAC agrees to indemnify and hold harmless Lender, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from and against any and all losses (but excluding financial losses to an Indemnified Party relating to the economic terms of this Agreement), claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Agreement, the performance by the SPAC and Sponsor of their respective obligations hereunder, the consummation of the transactions contemplated hereby or any pending or threatened claim or any action, suit or proceeding against the SPAC, its Sponsors, or the Lender; provided that SPAC will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Lender’s material breach of this Agreement or from Lender’s willful misconduct, or gross negligence. In addition (and in addition to any other reimbursement of legal fees contemplated by this Agreement), SPAC will reimburse any Indemnified Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of SPAC. The provisions of this paragraph shall survive the termination of this Agreement. |
[remainder of page intentionally left blank; signature page follows]
7
The Parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.
| SPAC: | ||
| INTERNATIONAL MEDIA ACQUISITION CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| SPONSOR: | ||
| CONTENT CREATION MEDIA, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| LENDER: | ||
| [_] | ||
| By: | ||
| Name: | ||
| Title: | ||
8
Exhibit 99.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under § 240.14a-12 |
International Media Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
INTERNATIONAL MEDIA ACQUISITION CORP.
1604 US Highway 130
North Brunswick, NJ 08902
January 26, 2023
Dear Stockholders:
As you know, a special meeting (the “Special Meeting”) of stockholders of International Media Acquisition Corp. (the “Company,” “International Media,” “IMAQ” or “we”) was scheduled to be held at 10:00 a.m. Eastern Time on January 26, 2023 to consider and vote upon the following proposals:
| (i) | Proposal 1 — A proposal to amend IMAQ’s current certificate of incorporation (the “Current Charter”), giving 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 (the “IPO”) (the “Charter Amendment”) (we refer to this proposal as the “Charter Amendment Proposal”); |
| (ii) | Proposal 2 — A proposal to amend IMAQ’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 (the “Trustee”), 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 (as amended, the “Trust Amendment”) for no additional consideration (we refer to this proposal as the “Trust Amendment Proposal”); and |
| (ii) | Proposal 3 — To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (we refer to this proposal as the “Adjournment Proposal”). |
On or about January 9, 2023, the Company mailed to you a proxy statement relating to the Special Meeting. The attached Supplement to the proxy statement contains additional information that supplements the proxy statement. The Company urges you to read this Supplement, together with the proxy statement previously sent to you, carefully and in its entirety.
The Company is providing this Supplement to reflect that Content Creation Media LLC, the Company’s sponsor, or any of its affiliates or designees (the “Contributors”) must deposit into the trust account (the “Trust Account”) $385,541.10 for the three-month extension and $128,513.70 for each subsequent one-month extension. Each such deposit is referred to herein as an “Extension Payment.” Each Extension Payment will be deposited in the trust account on or prior to the applicable deadline. The Extension Payment(s) will bear no interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The loans will be forgiven by the Contributors if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the trust account.
In addition, the Company would like to clarify that the Company will not use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other similar fees or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.
Due to the changes described above, the Company has decided to postpone the special meeting to January 27, 2023 at 9:00 A.M. Eastern time. Stockholders will have until January 26, 2023 to submit a proxy or to revoke a previously-given proxy. As previously announced, the meeting will be held via teleconference at:
Telephone access (listen-only):
Within the U.S. and Canada:
1 800-450-7155 (toll-free)
Outside of the U.S. and Canada:
1 857-999-9155 (standard rates apply)
Passcode for telephone access:
3239540#
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. Any demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests (and submitting shares to the transfer agent) and thereafter, with our consent. If you delivered your shares for conversion to our transfer agent and decide within the required timeframe not to exercise your conversion rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.
Your vote is important. Whether or not you expect to attend the special meeting in person, please complete, date and sign the proxy card enclosed with the original proxy statement and mail it in the postage-paid envelope to ensure that your shares will be represented and voted at the special meeting. If you have already submitted your proxy card and do not wish to change your vote, there is no need to submit another proxy card in response to this Supplement to the proxy statement.
I look forward to seeing you at the meeting.
| January 26, 2023 | By Order of the Board of Directors, |
| /s/ Shibasish Sarkar | |
| Shibasish Sarkar | |
| Chief Executive Officer |
Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record, you may also cast your vote virtually at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the Extension Amendment Proposal and the Trust Amendment Proposal, and an abstention will have the same effect as voting against the Charter Amendment Proposal and the Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.
SUPPLEMENT NO. 1 DATED JANUARY 26, 2023
TO
PROXY STATEMENT
DATED JANUARY 9, 2023
INTERNATIONAL MEDIA ACQUISITION CORP.
1604 US Highway 130
North Brunswick, NJ 08902
This proxy statement supplement (the “Supplement”) is being filed with the United States Securities and Exchange Commission and is being made available to stockholders of record of International Media Acquisition Corp. (the “Company”) as of the close of business on December 5, 2022. The following information supplements and should be read in conjunction with the original proxy statement dated January 9, 2023 that the Company mailed to you on or about January 9, 2023 (the “Original Proxy Statement”). All capitalized terms not defined herein shall have the same meaning as in the Original Proxy Statement.
The Company is providing this Supplement to reflect that Content Creation Media LLC, the Company’s sponsor, or any of its affiliates or designees (the “Contributors”) must deposit into the trust account (the “Trust Account”) $385,541.10 for the three-month extension and $128,513.70 for each subsequent one-month extension. Each such deposit is referred to herein as an “Extension Payment.” Each Extension Payment will be deposited in the trust account on or prior to the applicable deadline. The Extension Payment(s) will bear no interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The loans will be forgiven by the Contributors if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the trust account. The Company’s Investment Management Trust Agreement, dated July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company will be amended (the “Trust Amendment”) to reflect the foregoing. The Trust Amendment is attached hereto as Annex B. Below is the Trust Amendment Proposal from the Original Proxy Statement as restated to reflect the foregoing.
In addition, the Company would like to clarify that the Company will not use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other similar fees or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.
Due to the changes described above, the Company has decided to postpone the special meeting to January 27, 2023 at 9:00 A.M. Eastern time. Stockholders will have until January 26, 2023 to submit a proxy or to revoke a previously-given proxy. As previously announced, the meeting will be held via teleconference at:
Telephone access (listen-only):
Within the U.S. and Canada:
1 800-450-7155 (toll-free)
Outside of the U.S. and Canada:
1 857-999-9155 (standard rates apply)
Passcode for telephone access:
3239540#
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. Any demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests (and submitting shares to the transfer agent) and thereafter, with our consent. If you delivered your shares for conversion to our transfer agent and decide within the required timeframe not to exercise your conversion rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.
PROPOSAL 2: THE TRUST AMENDMENT
The Trust Amendment
The proposed Trust Amendment would amend our existing Investment Management Trust Agreement (as amended, the “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 for an additional three (3) month period, with an ability to further extend by up to three (3) one (1) month periods, from February 2, 2022 up to August 2, 2023 by depositing into the trust account (the “Trust Account”) $385,541.10 for the three-month extension and $128,513.70 for each subsequent one-month extension (each, an “Extension Payment”). A copy of the proposed Trust Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.
Reasons for the Trust Amendment
The purpose of the Trust Amendment is to allow the Company more time to complete a business combination. The Company’s Current Charter and Trust Agreement provides that the Company has until August 2, 2022 to complete a business combination without the payment of additional amounts into the Company’s Trust Account and further provided that the Company had the right to extend the Combination Period two (2) times for an additional three (3) months each time from August 2, 2022 (i.e., 12 months from the consummation of the IPO) up to February 2, 2023 (i.e., 18 months from the consummation of the IPO). In July 2022, the Company held a special meeting and received stockholder approval to amend the Trust Agreement to reduce the amount deposited in the Trust Account for each such extension from $2,300,000 to $350,000. Our stockholders were given the ability to elect to redeem their shares in connection with the special meeting for a pro rata portion of the amount then on deposit in the Trust Account. The Company desires to further extend the Combination Period by three months to May 2, 2023, with an ability to further extend by up to three one month periods up until August 2, 2023.
As previously announced, the Company entered into a Stock Purchase Agreement dated October 22, 2022, (the “Stock Purchase Agreement,” and together with the other agreements and transactions contemplated by the Stock Purchase Agreement, the “Business Combination”), with Reliance Entertainment Studios Private Limited (“Reliance”) and Risee Entertainment Holdings Private Limited. Pursuant to the terms of the Stock Purchase Agreement, the Company will purchase all of the equity of Reliance in a series of transactions. The Board of Directors of the Company has unanimously (i) approved and declared advisable the Stock Purchase Agreement, the Business Combination and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the Stock Purchase Agreement and related matters by the stockholders of the Company. The Company will hold a meeting of stockholders to consider and approve the proposed Business Combination and a proxy statement will be sent to all stockholders of the Company. The Company and other parties to the Stock Purchase Agreement are working towards satisfaction of the conditions to completion of the Business Combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there will not be sufficient time before February 2, 2023 (its current termination date) to hold a special meeting to obtain the requisite stockholder approval of, and to consummate, the Business Combination. Accordingly, the Board has determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate an initial business combination.
After consultation with Content Creation Media LLC (the “Sponsor”), IMAQ management has reasons to believe that, if the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Sponsor or its affiliates will contribute as a loan to the Company $385,541.10 for the three-month extension and $128,513.70 for each subsequent one-month extension (each loan being referred to herein as a “Contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment, upon five days’ advance notice prior to the applicable deadline. The Contribution(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.
If the Trust Amendment Is Not Approved
If the Charter Amendment and Trust Amendment are not approved, and we do not consummate an initial business combination by February 2, 2023, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders and our warrants to purchase Common Stock will expire worthless, or (ii) extend the Combination Period for three months each time by depositing $2,300,000 (or $0.10 for each public share) to the Trust Account.
The Company’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the Trust Account with respect to the Company’s warrants or rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to advance the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and have agreed not to seek repayment of such expenses.
If the Trust Amendment Is Approved
If the Charter Amendment and Trust Amendment are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except in connection with our completion of the Business Combination or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable termination date or until the Company’s Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable termination date as described below and does not wish to seek an additional extension.
Required Vote
Subject to the foregoing, the affirmative vote of at least a majority of the Company’s outstanding Common Stock, including the Founder Shares, will be required to approve the Trust Amendment Proposal. Our Board will abandon and not implement the Trust Amendment unless our stockholders approve both the Charter Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Trust Amendment and the Charter Amendment, our Board will retain the right to abandon and not implement the Trust Amendment and the Charter Amendment at any time without any further action by our stockholders.
Our Board has fixed the close of business on December 5, 2022, as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
You are not being asked to vote on any business combination at this time. If the Trust Amendment is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated the business combination by the applicable termination date.
Recommendation
The Company’s Board of Directors recommends that you vote “FOR” the Trust Amendment Proposal.
ANNEX B
PROPOSED SECOND AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 2 (this “Amendment”), dated as of January [_], 2023, to the Investment Management Trust Agreement (as defined below) is made by and between International Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of July 28, 2021 (as amended by Amendment No.1 to the Investment Management Trust Agreement, dated July 26, 2022, the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and
NOW THEREFORE, IT IS AGREED:
| 1. | Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by February 2, 2023 (the “Deadline Date”) (provided that the Board, in its discretion, upon written notice to the Trustee, may extend the Deadline Date by (i) three months on a single occasion (the “Initial Extension”) and (ii) following the Initial Extension, one month each on up to three occasions (each, a “Subsequent Extensions”), but in no event to a date later than August 2, 2023 (or, in each case , if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open)) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of record as of such date; provided, however, that the Company or the Sponsor (or their respective affiliates or permitted designees) will deposit into the Trust Account (i) $385,541.10 for the Initial Extension and (ii) $128,513.70 for each Subsequent Extension (each, a “Contribution”); provided further, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders.
| 2. | Addition of Section 1(m). A new Section 1(m) shall be added as follows: |
“(m) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five days prior to the applicable termination date (as may be extended in accordance with Section 1(i)), signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to such termination date (if and as applicable), to follow the instructions set forth in the Extension Letter.”
| 3. | Amendments to Definitions. |
(i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:
“Trust Agreement” shall mean that certain Investment Management Trust Agreement, dated July 28, 2021, by and between International Media Acquisition and Continental Stock Transfer & Trust Company, as amended by Amendment No. 1 to Investment Management Trust Agreement dated July 26, 2022, and Amendment No.2 to Investment Management Trust Agreement dated [_], 2023.”; and
(ii) The term “Property” shall be deemed to include any Contribution paid to the Trust Account in accordance with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.
| 4. | Addition of Exhibit E. A new Exhibit E of the Trust Agreement is hereby added as follows: |
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez
| Re: | Trust Account — Extension Letter |
Gentlemen:
Pursuant to paragraphs 1(j) and 1(m) of the Investment Management Trust Agreement between Edify Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated July 28, 2021, by and between International Media Acquisition and Continental Stock Transfer & Trust Company, as amended by Amendment No. 1 to Investment Management Trust Agreement dated July 26, 2022, and Amendment No.2 to Investment Management Trust Agreement dated [_], 2022 (the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional [●] month[s], from [●], 2023 to [●], 2023] (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as the notice required with respect to Extension prior to the applicable termination date (as may be extended in accordance with Section 1(i) of the Trust Agreement). In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the contribution in the amount of $[●] for such one-month extension until [●], 2023 (the “Contribution”), unless the Closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust Account investments upon receipt.
| Very truly yours, | ||
| INTERNATIONAL MEDIA ACQUISITION CORP. | ||
| By: | ||
| [•], | ||
cc: Chardan Capital Markets, LLC
| 5. | All other provisions of the Trust Agreement shall remain unaffected by the terms hereof. |
| 6. | This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment. |
| 7. | This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto. |
| 8. | This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. |
[signature page follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
| By: | ||
| Name: | Francis Wolf | |
| Title: | Vice President |
INTERNATIONAL MEDIA ACQUISITION CORP.
| By: | ||
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer |