8-K

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

August 6, 2021

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 3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference.

Item 8.01. Other Events

As previously disclosed on a Current Report on Form 8-K dated July 28, 2021, International Media Acquisition Corp. (the “Company”), consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one right to receive one-twentieth (1/20) of a share of Common Stock upon the consummation of an initial business combination and one redeemable warrant entitling the holder thereof to purchase three-fourths (3/4) of a share of Common Stock at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000. The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any.

As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 714,400 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $7,144,000.

Subsequently, on August 3, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on August 6, 2021. The total aggregate issuance by the Company of 3,000,000 units at a price of $10.00 per unit resulted in total gross proceeds of $30,000,000. On August 6, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 82,500 Private Units, generating gross proceeds of $825,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

A total of $230,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on August 2, 2021 and August 6, 2021, were placed in a trust account established for the benefit of the Company’s public stockholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Balance Sheet dated August 2, 2021

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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: August 11, 2021

INTERNATIONAL MEDIA ACQUISITION CORP.

By:	/s/ Shibasish Sarkar
Name:	Shibasish Sarkar
Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

INTERNATIONAL MEDIA ACQUISITION CORP.

BALANCE SHEET

AUGUST 2, 2021

	August 2, 2021			Pro Forma Adjustments				As Adjusted
				(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash	$	14,986		$	180,463		(b)	$	185,859
					(9,590	)	(c)
Total current assets		14,986			170,873				185,859
Cash held in trust account		202,970,633			29,390,410		(a)		232,370,633
					9,590		(c)
TOTAL ASSETS	$	202,985,619		$	29,570,873			$	232,556,492
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued offering costs	$	1,757,068		$	—			$	1,757,068
Promissory note - related party		419,537			(419,537	)	(b)		—
Accounts payable, accrued expenses and other current liabilities		4,620			—				4,620
Total current liabilities		2,181,225			(419,537	)			1,761,688
Warrant liability		414,352			47,850		(b)		462,202
Deferred underwriting fee payable		7,000,000			1,050,000		(d)		8,050,000
Total Liabilities		9,595,577			678,313				10,273,890
Commitments (Note 6)
Common stock subject to possible redemption, 18,839,004 and 21,728,260 shares at redemption value, actual and as adjusted, respectively		188,390,040			28,892,560		(e)		217,282,600
Stockholders’ Equity
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—				—
Common stock, $0.0001 par value; 500,000,000 shares authorized; 7,625,396 and 7,818,640 shares issued and outstanding, actual and as adjusted, respectively (excluding 18,839,004 and 21,728,260 shares subject to possible redemption, actual and as adjusted, respectively)		762			300		(a)		781
					8		(b)
					(289	)	(e)
Additional paid-in capital		5,223,944			29,999,700		(a)		5,236,975
					(609,590	)	(a)
					777,142		(b)
					(211,950	)	(b)
					(1,050,000	)	(d)
					(28,892,271	)	(e)
Accumulated deficit		(224,704	)		(13,050	)	(b)		(237,754	)
Total Stockholders’ Equity		5,000,002			—				5,000,002
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	202,985,619		$	29,570,873			$	232,556,492

The accompanying note is an integral part of the financial statement. 

INTERNATIONAL MEDIA ACQUISITION CORP.

NOTE TO FINANCIAL STATEMENT

NOTE 1. CLOSING OF OVER-ALLOTMENT OPTION

The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of International Media Acquisition Corp. (the “Company”) as of August 2, 2021, adjusted for the full exercise of the underwriters’ over-allotment option and related transactions which closed on August 6, 2021 as described below.

On August 2, 2021, the Company consummated its initial public offering (the “Initial Public Offering”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock, one right and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase three-fourths of one share of common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 714,400 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Content Creation Media LLC (the “Sponsor”), generating gross proceeds of $7,144,000. Each Private Unit consists of one share of common stock, one right and one warrant.

The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On August 3, 2021, the Underwriters fully exercised the over-allotment option and, on August 6, 2021, purchased an additional 3,000,000 Units (the “Over-Allotment Units”), generating gross proceeds of $30,000,000. In connection with the exercise of the over-allotment option, the Company incurred $600,000 in cash underwriting fees, $1,050,000 in deferred underwriting fees, $9,591 in other reimbursable underwriting expenses, and $225,000 in additional offering fees to Ontogeny Capital L T D (“Ontogeny”) pursuant to a management consulting agreement (the “Management Consulting Agreement”).

Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 82,500 Private Units (the “Over-Allotment Private Units”) at a purchase price of $10.00 per unit in a private placement to the Sponsor, for an aggregate purchase price of $825,000. In exchange for the Over-Allotment Private Units, the Sponsor settled the amount due to the Sponsor of $419,537 under a promissory note, paid $225,000 on behalf of the Company to Ontogeny pursuant to the Management Consulting Agreement, and paid $180,463 in cash to the Company.

In addition, the Sponsor had agreed to forfeit up to 750,000 shares of common stock (the “Founder Shares”) to the extent that the over-allotment option was not exercised in full by the Underwriters. As a result of the Underwriters’ full exercise of the over-allotment option, these Founders Shares are no longer subject to forfeiture.

INTERNATIONAL MEDIA ACQUISITION CORP.

NOTE TO FINANCIAL STATEMENT

Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option described above are as follows:

	Pro forma entries
a.	Cash held in trust account	$	29,390,410
	Additional paid-in capital	$	609,590
	Common stock			$	300
	Additional paid-in capital			$	29,999,700
	To record sale of 3,000,000 Over-Allotment Units at $10.00 per Unit, net of cash underwriting fee and reimbursable underwriting expenses
b.	Cash	$	180,463
	Promissory note - related party	$	419,537
	Additional paid-in capital	$	211,950
	Accumulated deficit	$	13,050
	Warrant liability			$	47,850
	Common stock			$	8
	Additional paid-in capital			$	777,142
	To record sale of 82,500 Over-Allotment Private Units at $10.00 per Unit
c.	Cash held in trust account	$	9,590
	Cash			$	9,590
	To record transfer of proceeds from sale of Over-Allotment Private Units to the trust account for payment of reimbursable underwriting expenses
d.	Additional paid-in capital	$	1,050,000
	Deferred underwriting fee payable			$	1,050,000
	To record additional deferred underwriters’ fee arising from the sale of Over-Allotment Units
e.	Common stock	$	289
	Additional paid-in capital	$	28,892,271
	Common stock subject to possible redemption			$	28,892,560
	To record common stock subject to redemption