IMAQ 10-K & 10-Q changes, risk factors and insider trading
International Media Acquisition Corp. (also IMAQR, IMAQU, IMAQW) · OTC · Services-Motion Picture & Video Tape Production · CIK 1846235 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We were required by the Nasdaq Listing Rules to consummate an initial business combination within 36 months of the effectiveness of our Initial Public Offering registration statement. As a result of our failure to consummate an initial business combination within this time period, our securities were delisted.”
New heading “The Buyer, our insiders, officers, and directors, control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.”
New heading “If we seek stockholder approval of our business combination, our Sponsor, founders, directors, officers, and their affiliates may elect to purchase shares from stockholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.”
New heading “Our board of directors is divided into three classes and, therefore, our insiders will continue to exert control over us until the closing of a business combination.”
New heading “Our management team is not experienced in pursuing business combinations on behalf of blank check companies.”
Largest changes
“We were required by the Nasdaq Listing Rules to consummate an initial business combination within 36 months of the effectiveness of our Initial Public Offering registration statement. As a result of our failure to consummate an initial business combination within this time period, our securities were delisted.”see in full comparison
“If we seek stockholder approval of our business combination, our Sponsor, founders, directors, officers, and their affiliates may elect to purchase shares from stockholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.”see in full comparison
“As previously reported, on July 30, 2024, the Company received a notice (“Delisting Notice”) from the Listing Qualifications Staff of Nasdaq, which stated that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by August 6, 2024 for additional time to complete a business combination, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on August 8, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more …”see in full comparison
“Our board of directors is divided into three classes and, therefore, our insiders will continue to exert control over us until the closing of a business combination.”see in full comparison
“The Buyer, our insiders, officers, and directors, control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.”see in full comparison
“Our management team is not experienced in pursuing business combinations on behalf of blank check companies.”see in full comparison
Full comparison: every changed paragraph (18)
As a smaller reporting company,
the Company is not required to provide Risk Factors in this Annual Report on Form 10-K. However, in addition to the risk factors disclosed
in ourthe Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 filed with the
U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s prospectus filed with the SEC
on July 29, 2021, the Company has identified the below-listed additional risk factors. Any of these
factors could result in a significant
or material adverse effect on our results of operations or financial condition.
As of March 31, 2025,2026, the
Company had $241,548$0 in cash outside of the Trust
Account, and a working capital deficit of $6,796,725.$7,219,045. Further, the Company has incurred
and expects to continue to incur significant professional
costs to remain as a publicly traded company and to incur significant expenses
in connection with our initial business combination activities.
Management’s plans to address any need for additional capital are
discussed in “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.” We cannot
assure you that our plans to raise capital or to consummate
an initial business combination will be successful. If we are unable to complete
our initial business combination because we do not have
sufficient funds available to us, we will be forced to cease operations and liquidate
the trust account. In addition, if the Company is
unable to complete a business combination by AugustJuly 2, 20252026 (or January 2, 2027, if
it exercises its option to extend the date to consummate
a business combination), the Company’s board of directors would proceed
to commence a voluntary liquidation and thereby a formal
dissolution of the Company. There is no assurance that the Company’s plans
to consummate a business combination will be successful
within the Combination Period. These factors, among others, raise substantial
doubt about the Company’s ability to continue as a
going concern. The financial statements contained elsewhere in this Form 10-K
do not include any adjustments that might result from the
outcome of this uncertainty.
Moreover, the process of government
review, whether by the CFIUS or
otherwise, could be lengthy and we have limited time to complete the VCI Business Combination. If we fail
to consummate an initial business
combination prior to AugustJuly 2, 20252026 (or January 2, 2027, if we exercise our option to extend the date
to consummate a business combination
or unless otherwise extended) because the review exceeds such timeframe or because our initial business
combination is ultimately prohibited
by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our
public stockholders may only receive
their pro rata share of the funds in the trust account, and our warrants and rights will expire worthless.
This will also cause you to
lose the investment opportunity in a target company and the chance of realizing future gains on your investment
through any price appreciation
in the combined company.
The Company can provide no
assurances that the Business Combination
with the Target Group or any initial business combination will be consummated by AugustJuly 2, 2025
2026 (or January 2, 2027, if it exercises its
option to extend the date to consummate a business combination). Our ability to consummate an
initial business combination is dependent
on a variety of factors, many of which are beyond our control. The Company expects to seek stockholder
approval of any initial business
combination following the SEC declaring a registration statement on Form F-4/S-4 effective, which will
include our preliminary proxy statement/prospectus
for the Business Combination with the Target Group (the “Registration Statement”).
We are required to offer public
stockholders redemption rights again in connection with any stockholder vote to approve an initial business
combination. Even if an initial
business combination is approved by our stockholders, it is possible that redemptions will leave us with
insufficient cash to consummate
a business combination on commercially acceptable terms, or at all. The fact that we will have separate
redemption periods in connection
with stockholder votes on any initial business combination could exacerbate these risks. Other than in
connection with a redemption offer
or liquidation, our stockholders may be unable to recover their investment except through sales of
our shares on the open market. The
price of our shares may be volatile, and there can be no assurance that stockholders will be able to
dispose of our shares at favorable
prices, or at all.
We were required by the Nasdaq Listing Rules to consummate an initial business combination within 36 months of the effectiveness of our Initial Public Offering registration statement. As a result of our failure to consummate an initial business combination within this time period, our securities were delisted.
Pursuant to IM-5101-2(b) of the Nasdaq Listing Rules, we were required to consummate an initial business combination within 36 months of the effectiveness of our Initial Public Offering registration statement, or by August 8, 2024 (the “Nasdaq Deadline”). We did not complete our Initial Business Combination prior to the Nasdaq Deadline. As a result, we were in violation of Nasdaq IM-5101-2.
As previously reported, on July 30, 2024, the Company received a notice (“Delisting Notice”) from the Listing Qualifications Staff of Nasdaq, which stated that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by August 6, 2024 for additional time to complete a business combination, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on August 8, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.
On August 8, 2024, trading in the Company’s securities was suspended on Nasdaq. The securities are now quoted on Over-the-Counter (OTC) markets under the same symbols.
The following material consequence may occur as a result of our delisting:
The Buyer, our insiders, officers, and directors, control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.
The Buyer, our insiders, officers, and directors collectively beneficially own approximately 70% of our issued and outstanding shares of common stock. In addition, our insiders, officers, directors or their affiliates could determine in the future to make such purchases in the open market or in private transactions, to the extent permitted by law, in order to influence the vote. In connection with any vote for a proposed business combination, our insiders, officers, and directors have agreed to vote the shares of common stock owned by them immediately before the Initial Public Offering as well as any shares of common stock acquired in the Initial Public Offering or in the aftermarket in favor of such proposed business combination, and therefore will have a significant influence on the vote.
If we seek stockholder approval of our business combination, our Sponsor, founders, directors, officers, and their affiliates may elect to purchase shares from stockholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.
If we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our Sponsor, founders, directors, officers, or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of our initial business combination. Such purchases will not be made if our Sponsor, founders, directors, officers, or their affiliates are in possession of any material non-public information that has not been disclosed to the selling stockholder. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares of common stock is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, founders, directors, officers, or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares of common stock. It is intended that, if Rule 10b-18 would apply to purchases by our Sponsor, founders, directors, officers, or their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.
The purpose of such purchases would be to (1) increase the likelihood of obtaining stockholder approval of the business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in the consummation of an initial business combination that may not otherwise have been possible.
Our board of directors is divided into three classes and, therefore, our insiders will continue to exert control over us until the closing of a business combination.
Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, in which case all of the current directors will continue in office until at least the consummation of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, fewer than half of the board of directors will be considered for election and our insiders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our insiders will continue to exert control at least until the consummation of our initial business combination.
Our management team is not experienced in pursuing business combinations on behalf of blank check companies.
Other blank check companies may be sponsored and managed by individuals with prior experience in completing business combinations between blank check companies and target businesses. Our managements’ lack of experience may not be viewed favorably by target businesses.
Management's Discussion & Analysis (MD&A)
New heading “Voting and Support Agreements”
New heading “Agreement Regarding Representations and Warranties”
New heading “VCI Loan Agreement”
New heading “Equity Line of Credit Agreement”
New heading “Issuance of Unsecured Promissory Note – Wei-Hua Chang”
New heading “Lock-Up Agreements”
New heading “Joinder Agreement”
New heading “Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company”
New heading “Voting and Support Agreements”
New heading “Agreement Regarding Representations and Warranties”
New heading “VCI Loan Agreement”
New heading “Equity Line of Credit Agreement”
Removed heading “Amendments to Promissory Notes – JC Unify”
Removed heading “Delisting from the Nasdaq”
Largest changes
“On June 28, 2024, the Company entered into the Amendments to the JC Unify Prior Notes. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right to convert the Prior Notes into the JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. …”see in full comparison
“On July 30, 2024, the Company received a notice (“Delisting Notice”) from the Listing Qualifications Staff of Nasdaq, which stated that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by August 6, 2024 for additional time to complete a business combination, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on August 8, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within …”see in full comparison
“On April 30, 2026, parties to the Original Merger Agreement entered into an amended and restated merger agreement (as amended from time to time, the “Merger Agreement”) by and among (i) Ethanol Quang Nam Production Company Limited (“EQN”, together with VCI and their respective subsidiaries, the “Company Group”), (ii) Valix Limited, a British Virgin Islands business company (the “Purchaser”), and (iii) Newbio Merger Limited, a British Virgin Islands business company (“Merger Sub”), to amend and restate the Original Merger Agreement. …”see in full comparison
“Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company”see in full comparison
“On April 30, 2026, parties to the Original Merger Agreement entered into the Merger Agreement by and among (i) EQN (ii) the Purchaser, and (iii) Merger Sub, to amend and restate the Original Merger Agreement. …”see in full comparison
Full comparison: every changed paragraph (108)
This
Annual Report includes “forward-looking
statements” that are not historical facts and involve risks and uncertainties that
could cause actual results to differ materially
from those expected and projected. All statements, other than statements of historical
fact included in this Annual Report including,
without limitation, statements in this “Management’s Discussion and Analysis
of Financial Condition and Results of Operations”
regarding the Company’s financial position, business strategy and the plans
and objectives of management for future operations,
are forward-looking statements. Words such as “expect,” “believe,”
“anticipate,” “intend,”
“estimate,” “seek” and variations and similar words and expressions
are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future performance,
but reflect management’s current beliefs,
based on information currently available. A number of factors could cause actual events,
performance or results to differ materially from
the events, performance and results discussed in the forward-looking statements. For
information identifying important factors that could
cause actual results to differ materially from those anticipated in the forward-looking
statements, please refer to “Cautionary
Note Regarding Forward-Looking Statements” elsewhere in this Annual Report on Form
10-K. The Company’s securitiesfilings filings
with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except
as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information,
future events or otherwise.
Amendments to Promissory Notes – JC Unify
On June 28, 2024, the Company
entered into the Amendments to the JC Unify Prior Notes. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right
to convert the Prior Notes into the JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes Conversion Securities
to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities,
the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. The Amendments to the JC Unify
Prior Notes also amended the events of default, so that the failure of the Company to issue JC Unify Prior Notes Conversion Securities
constitutes a failure to make required payments, constituting an event of default.
The foregoing description of the
Amendments to the JC Unify Prior Notes does not purport to be complete and is qualified in its entirety by the terms and conditions of
the Amendments to the JC Unify Prior Notes, copies of which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, to
the Current Report on Form 8-K filed on July 1, 2024, and incorporated by reference herein.
Delisting from the Nasdaq
On July 9, 2024, the Company received
a notice (“Late 10-K Notice”) from the Listing Qualifications Staff of Nasdaq, which states that the Company was not
in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not filed its Annual Report on Form 10-K for the period ended March 31,
2024 with the Securities Exchange Commission. Under Nasdaq rules, the Company has 60 calendar days from the date of the notice to submit
a plan to regain compliance and if Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the filing’s
due date to regain compliance.
On July 30, 2024, the Company
received a notice (“Delisting Notice”) from the Listing Qualifications Staff of Nasdaq, which stated that, unless the
Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by August 6, 2024 for additional time
to complete a business combination, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening
of business on August 8, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose
acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.
On August 8, 2024, trading in
the Company’s securities was suspended on Nasdaq. The securities are now quoted on Over-the-Counter (OTC) markets under the same
symbols.
Annual Meeting
On December 30, 2024, the Company
held its December 2024 Annual Meeting. As approved by its stockholders at the Annual Meeting, the Company filed a certificate of the December
2024 Charter Amendment to its amended and restated certificate of incorporation which became effective upon filing. The December 2024
Charter Amendment extended the deadline by which IMAQ has to consummate an initial business combination for twenty-four (24) additional
one (1) month periods from January 2, 2025 to January 2, 2027 provided that, in connection with each one-month extension, a deposit of
$2,000 is made into the Trust Account established in connection with the Company’s initial public offering. Stockholders approved
the Target Amendment Proposal to allow the Company to undertake an initial business combination with any entity with its principal business
operations in China (including Hong Kong and Macau). Stockholders also approved the Director Proposal to elect one Class I director to
the Company’s board of directors until the expiration of his or her term or until his or her respective successor has been duly
elected and qualified or until his or her earlier resignation, removal or death. The term of the Class I directors will end at our annual
meeting held in 2028.
On
March 28, 2025, the Company
issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory
Note D, the Buyer agreed
to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly
on demand and in any event,
no later than the date on which the Company terminates or consummates an initial business combination. The
Promissory Note D is convertible
into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth
of one share of Common Stock of the Company (together, the “Promissory Note D Conversion Securities,Securities”), with no fractional
Promissory Note D Conversion Securities to be issued upon conversion,
and has the right to be converted immediately prior to the closing
of the Business Combination. The Promissory Note D does not bear interest.
The proceeds of Promissory Note D will be used by the Company
to pay various expenses of the Company, including any payment to extend
the period of time the Company has to consummate an initial business
combination, and for working capital purposes.
On
each of January 2, 2024, February 1, 2024, March 6, 2024, April 5, 2024, April 29, 2024,
May 28, 2024, June 25, 2024 and2024, August 5, 2024,
September 4, 2024, September 27, 2024, October 28, 2024 and November 27, 2024, the Company
made monthlya depositsdeposit of $20,000 to the trust account
to extend the period of time the Company has to consummate an initial business combination
from January 2, 2024 to January 2, 2025.
On each of December 30, 2024,
January 24, 2025, March 12, 2025, March 26, 2025, April 23, 2025, May 29, 2025 and2025, June 26, 20252025, July 25, 2025, August 25, 2025, September
25, 2025, October 24, 2025, November 26, 2025, December 29, 2025, January 28, 2026, February 25, 2026, March 27, 2026, April 27, 2026
and May 29, 2026, the Company made a deposit of $2,000 to
the Trust Account to extend the period of time the Company has to consummate
an initial business combination from January 2, 2025 to August
July 2, 2025.2026.
On
March 11, 2025, in connection
with the closing of the Securities Purchase Agreement, the Company entered into the Lock-up Agreements
with the Prior Sponsor and Ontogeny,Ontogeny Capital LTD (“Ontogeny”, and together with the Prior Sponsor, the “Locked-up
Parties”), respectively, pursuant to which the Locked-up Parties agree,agreed, subject to certain customary exceptions, not to transfer,
offer, sell, contract
to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ
received or issuable upon
settlement of restricted share units or the exercise of options or warrants to purchase any shares of common
stock of IMAQ, or any securities
convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case,
held by, or beneficially owned by,
the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month
after the closing of the Business
Combination.
TheIn
connection with its IPO, the Company entered into the Stock
Escrow Agreement on July 28, 2021,2021 (the “Stock Escrow Agreement”),
with Continental Stock Transfer & Trust Company as the Escrow Agent,Agent (the “Escrow Agent”), and the Initial Stockholders
(as defined in the Stock Escrow Agreement) of the Company.
On March 11, 2025, the Buyer entered into the Joinder Agreement (the “Joinder Agreement”) with IMAQ and the Escrow Agent, pursuant to which the Buyer agreed to be deemed a party to the Stock Escrow Agreement, to be bound by, and to comply with the Stock Escrow Agreement as an Initial Stockholder in the same manner as if it was an original signatory to the Stock Escrow Agreement.
The
foregoing description of the Termination of Indemnity Agreements dodoes not purport to be complete and areis qualified in its entirety by
the the
terms and conditions of the Termination of Indemnity Agreements dated March 11, 2025, copies
of which are filed as Exhibit 10.8,
and Exhibit 10.9, respectively, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated
by reference herein.
On April 3, 2025, the Company entered into a merger agreement (the “Original Merger Agreement”) with VCI Holdings Limited, a British Virgin Islands business company (the “VCI”) and Vietnam Biofuels Development Joint Stock Company, a Vietnamese company (“VNB”).
On April 30, 2026, parties to the Original Merger Agreement entered into an amended and restated merger agreement (as amended from time to time, the “Merger Agreement”) by and among (i) Ethanol Quang Nam Production Company Limited (“EQN”, together with VCI and their respective subsidiaries, the “Company Group”), (ii) Valix Limited, a British Virgin Islands business company (the “Purchaser”), and (iii) Newbio Merger Limited, a British Virgin Islands business company (“Merger Sub”), to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination, whereby (a) on the Share Purchase Closing Date (as defined in the Merger Agreement), the Company Group shall cause the shareholder of VCI (the “VCI Shareholders”) to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the VCI Shareholders all of the issued and outstanding shares and other equity interests in or of VCI (such share purchase, the “Share Purchase”) in exchange for 98,000,000 Class A ordinary shares of the Purchaser (“Purchaser Class A Ordinary Shares”) and 2,000,000 Class B ordinary shares of the Purchaser (“Purchaser Class B Ordinary Shares”); (b) after the Share Purchase Closing Date (as defined in the Merger Agreement), Merger Sub will merge with and into the Company with the Company being the surviving entity (the “Reincorporation Merger Surviving Corporation”) and becoming a wholly owned subsidiary of the Purchaser (the “Reincorporation Merger”), and (c) following the Reincorporation Merger, the Reincorporation Merger Surviving Corporation shall convert to a business company with limited liability of the British Virgin Islands (the “Redomestication”). The Merger Agreement and the transactions contemplated therein were unanimously approved by the boards of directors of the Company. In addition to the foregoing, on the date on which the Closing (as defined below) occurs, the Purchaser shall issue and deliver (i) the Additional Closing Shares, (ii) the Debt Shares and (iii) the Commitment Shares; each as described in the Merger Agreement.
Following the closing of the Reincorporation Merger (the “Closing”), certain shareholders (the “Earnout Shareholders”) shall have the right to receive up to an aggregate of 27,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, dividends, and similar events), which shall vest as follows: (i) 10,000,000 Purchaser Class A Ordinary Shares if the volume-weighted average price of the Class A Ordinary Shares equals or exceeds $15.00 over any 20 trading days within any 30 trading day period during the five years following the Closing; (ii) 15,000,000 Purchaser Class A Ordinary Shares if the consolidated revenue and other income equals or exceeds $500,000,000 for any four consecutive fiscal quarters during the five years commencing from the first day of the fiscal quarter following the Closing; and (iii) 2,000,000 Purchaser Class A Ordinary Shares if the Purchaser declares a dividend of at least $20,000,000 in cash or equivalent value in treasury shares within three years following the Closing.
The Share Purchase, the Reincorporation Merger, the Redomestication, and other transactions contemplated by the Merger Agreement (the “VCI Business Combination”) are expected to be consummated after obtaining the required approval by the shareholders of the Company and VCI and the satisfaction of certain other customary closing conditions.
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.
On April 3, 2025, the Company
entered into a Merger Agreement with Target Group, pursuant to which (a) IMAQ will form Purchaser, (b) IMAQ will be merged with and into
Purchaser, with Purchaser be the surviving entity, (c) following the Redomestication Merger, the Redomestication Merger Surviving Corporation
will purchase 100% of the issued and outstanding shares of the VCI Target Company and (d) following the completion of the share purchase,
the VCI Target Company shall become a direct wholly owned subsidiary of the Redomestication Merger Surviving Corporation. Following the
VCI Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. Pursuant to the
terms of the Merger Agreement, the aggregate consideration to be paid is an aggregate of $1,000,000,000 divided by $10.00, consisting
of 90,000,000 Redomestication Merger Surviving Corporation Class A Ordinary Shares and 10,000,000 Redomestication Merger Surviving Corporation
Class B Ordinary Shares.
The foregoing description of the Original Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Original Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 5, 2026, and incorporated by reference herein.
Voting and Support Agreements
Concurrently with the execution of the Original Merger Agreement, IMAQ, VCI, VNB and a shareholder of VCI (the “Supporting Shareholder”) entered into a voting and support agreement (the “Support Agreement”) pursuant to which such Supporting Shareholder has agreed, among other things, to vote in favor of the share purchase, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by the Company and the Purchaser or VCI for consummation of the share purchase and the other transactions contemplated by the Original Merger Agreement.
In addition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of VCI owned of record and beneficially by such Supporting Shareholders or over which such Supporting Shareholders have voting power, prior to the earlier to occur of (a) the closing of the share purchase, (b) the termination of the Merger Agreement, and (c) written agreement of the applicable Support Agreement and the Company and the Purchaser.
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.
Agreement Regarding Representations and Warranties
Concurrently with the execution of the Original Merger Agreement, IMAQ and certain principal shareholders of VNB (the “Principal Shareholders”) and VCI entered into an agreement (the “RW Agreement”) pursuant to which each of the Principal Shareholders represents and warrants to the Company and the Purchaser that the representations and warranties contained in Article IV (Representations and Warranties of the Company Group) of the Original Merger Agreement was true, correct and complete as of the date of the RW Agreement and as of the Closing Date.
The foregoing description of the RW Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the RW Agreement, a copy of which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.
VCI Loan Agreement
On April 20, 2025, the Company entered into a non-interest bearing unsecured loan (the “VCI Loan Agreement”) to provide a maximum aggregate amount of $499,900 (the “VCI Loan”) to VCI and VNB (collectively referred to as the “Borrower”) to be used by the Borrower exclusively for the expenses directly arising out of the VCI Business Combination (the “Transaction”) or as otherwise agreed upon by the Company. As of March 31,2026, the Company provided $499,900 loan to VCI in pursuant to this agreement.
The VCI Loan bears no interest and the Borrower shall repay the principal amount of the VCI Loan within thirty (30) days of the earlier of: (i) the termination of the Merger Agreement, except where such termination shall have resulted from material breach by the Company of the Merger Agreement, then the VCI Loan shall be waived, (ii) the date on which the parties determine that the parties will not be able to consummate the Transaction. VCI and VNB will be jointly and severally liable for the repayment of the principal amount of the VCI Loan. Upon a successful consummation of the Transaction, the VCI Loan repayment may be waived at the option of the Borrower.
The foregoing description of the VCI Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the VCI Loan Agreement, a copy of which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.
Equity Line of Credit Agreement
On April 20, 2025, the Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with White Lion Capital LLC, a Nevada limited liability company (“Investor”). Under the terms of the Equity Line Agreement, the Company has the right, but not the obligation, to require the Investor to purchase shares of the Company’s common stock up to $300,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, with an option for the Company to increase this amount to $500,000,000 (the “Commitment Amount”), subject to certain limitations and conditions set forth in the Equity Line Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms by the Equity Line Agreement.
In connection with the consummation of the transactions contemplated by a business combination agreement (the “BCA Closing”), the Company will assign the Equity Line Agreement to the Purchaser and the Purchaser shall be deemed to be the Company as if it were the original signatory to the Equity Line Agreement.
Pursuant to terms of the Equity Line Agreement, the Company is required to use its commercially reasonable efforts to file with the SEC a registration statement covering the shares to be acquired by the Investor within thirty (30) days following the BCA Closing.
The Company’s right to drawdown from the Equity Line will commence on the first trading day following the Closing and ending on the earlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares (as defined in Equity Line Agreement) pursuant to the Equity Line Agreement equal to the Commitment Amount or (ii) 36 months following the first trading day upon the Closing with an option to increase to 60 months at the Company’s sole discretion following $100,000,000 in gross investment by the Investor (the “Commitment Period”), in each case subject to the terms and conditions set forth in the Equity Line Agreement, as described in more detail below.
During the Commitment Period, subject to the terms and conditions of the Equity Line Agreement, including that there be an effective registration statement relating to the transactions contemplated by the Equity Line Agreement, the Company may deliver written purchase notices (each a “Regular Purchase Notice”) to the Investor when the Company exercises its right to sell shares (the delivery date of any such notice, the “Regular Purchase Notice Date”). the Investor’s purchase price will be the lower of (i) the closing price of the Company’s common Stock prior to the receipt of the applicable Regular Purchase Notice or (ii) the product of (a) the lowest daily volume-weighted average price of the Company’s common stock during the two (2) consecutive business days commencing on and including the Regular Purchase Notice Date and (b) ninety-eight percent (98%). Investor’s committed obligation under each Regular Purchase Notice shall not exceed $5,000,000 and the number of share sold pursuant to the Regular Purchase Notice may not exceed the lesser of (i) 40% of the previous 5-days’ Average Daily Trading Volume immediately preceding receipt of the Regular Purchase Notice or (ii) $5,000,000 divided by the highest closing price of the Company’s common stock over the most recent five (5) Business Days immediately preceding the receipt of the Regular Purchase Notice (the “Regular Purchase Limit”). Notwithstanding the foregoing, Investor may waive the Regular Purchase Limit at any time to allow the Investor to purchase additional shares under a Regular Purchase Notice.
In addition, during the Commitment Period, subject to the terms and conditions of the Equity Line Agreement, including that there be an effective registration statement relating to the transactions contemplated by the Equity Line Agreement, the Company may deliver a written rapid purchase notice (the “Rapid Purchase Notice”) to the Investor when the Company exercises its right to sell shares (the delivery date of such notice, the “Rapid Purchase Notice Date”). The Investor’s rapid purchase price will be 98% of the lowest traded price of the Company’s common stock 1 hour following the confirmation of the receipt of the Rapid Purchase Notice by the Investor.
The Investor’s committed obligation under the Rapid Purchase Notice shall not exceed $5,000,000, and the number of shares sold pursuant to the Rapid Purchase Notice may not exceed $5,000,000 divided by the highest closing price of the Company’s common stock over the most recent five Business Days immediately preceding receipt of the subject Purchase Notice. Notwithstanding the foregoing, Investor may waive the Rapid Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Rapid Purchase Notice.
The Company is not entitled to draw on the Equity Line Agreement unless each of the following additional conditions is satisfied: (i) a registration statement is and remains effective for the resale of securities in connection with the Equity Line Agreement; (ii) each of the Company’ representations and warranties set forth in the Equity Line Agreement is true and correct (subject to qualifications as to materiality set forth therein) as of such time; (iii) the Company shall have complied with its obligations in all material respects; (iv) no statute, rule, regulation, executive order, decree, ruling, or injunction shall have been enacted, entered, promulgated, or adopted by any court or governmental authority that prohibits or directly and materially adversely affects any of the transactions contemplated by the Equity Line Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Equity Line Agreement; (v) since the date of filing of the Company’s most recent annual report or quarterly report filed pursuant to the Exchange Act, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (vi) the trading of the Company’s common stock shall not have been suspended by the SEC or the Principal Market, or otherwise halted for any reason; (vii) the number of Purchase Notice Shares purchased by Investor is limited to the beneficial ownership limitation, which is 4.99% of outstanding shares, or up to 9.99% with 61 days’ notice; (viii) the Company shall be free from any “stock promotion” flag; (ix) the Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness of the registration statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections 5(b) or 10 of the Securities Act; (x) the issuance of the Purchase Notice Shares shall not violate the shareholder approval requirements of the Principal Market; (xi) the Company’s common Stock must be DWAC Eligible and not subject to a “DTC chill”; (xii) all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Exchange Act of 1934 shall have been filed with the SEC within the applicable time periods prescribed for such filings; (xiii) the Exchange Cap has not been reached; (xiv) the irrevocable transfer agent instructions shall have been delivered by the Company to, and acknowledged in writing by, the transfer agent of the Company; and (xv) certain other conditions as set forth in the Equity Line Agreement.
In consideration of the Investor’s execution and delivery of the Equity Line Agreement, the Company shall cause the Transfer Agent to issue common stock equal to $1,000,000 divided by the closing price of the Company’s Common stock on the earlier of (i) the Business Day prior to the effectiveness of the Registration Statement and (ii) the Business Day prior to the date that the Investor delivers a written request to the Company for the Commitment Shares (provided that such request cannot be within 180 days following the Closing). For the avoidance of doubt, all of the Commitment Shares shall only be fully earned upon a successful Closing with VCI and the issuance of the Commitment Shares is contingent upon the Closing with VCI.
The foregoing description of the Equity Line Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Equity Line Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.
Issuance of Unsecured Promissory Note – Wei-Hua Chang
On April 20, 2025, the Company issued Promissory Note E in the aggregate principal amount of up to $3,000,000 to the Promissory Note E Lender. Pursuant to the Promissory Note E, the Promissory Note E Lender agreed to loan to the Company an aggregate amount of up to $3,000,000. The Promissory Note E shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note E is convertible into Promissory Note E Conversion Securities, with no fractional Promissory Note E Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note E does not bear interest. The proceeds of Promissory Note E will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.
The foregoing description of Promissory Note E does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note E, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.
We
have neither engaged in any
operations nor generated any operating revenues to date. Our only activities for the period from January
15, 2021 (inception), through
March 31, 2025,2026, were organizational activities, those necessary to prepare for the IPO, and, after IPO IPO,
related to identifying a target company forand executing a business combination. We do not
expect to generate any operating revenues until
after the completion of our initial business combination. We generate non-operating income
in the form of interest income on cash and
cash equivalents held after the Initial Public Offering. We incur expenses as a result of being
a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence expenses.
For
the year ended March
31, 2025,2026, we had a net loss of $ $408,107$344,794 which reflects the combined effects of interest income on investments held
in the trust account
of $502,745$126,434 and change in warrant liability of $12,749,$7,093, offset by operating costs of $800,845$460,999 (net of $142,306 liabilities written back),
and income tax provision
of $122,756.$17,322.
For
the year ended March
31, 2024,2025, we had a net loss of $814,487,$408,107, which reflects the combined effects of interest income on investments held
in the trust account
of $990,896$502,745 and change in warrant liability of $(7,172),$12,749, offset by operating costs of $1,579,922$800,845 (net of $314,686$142,306 liabilities
written written
back), and income tax provision of $218,289.$122,756.
Simultaneously with the closing of the Initial Public Offering, the Prior Sponsor purchased an aggregate of 714,400 Private Units, at a price of $10.00 per Private Unit ($7,144,000 in the aggregate). Each Private Unit consists of one share of common stock (“Private Share”), one right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the holder to receive one-twentieth of one share of common stock at the closing of our initial business combination. Each Private Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share.
The
proceeds from the Private
Units waswere added to the proceeds from the Initial Public Offering to be held in the trust account. If we do
not complete our initial business
combination within the Combination Period, the proceeds of the sale of the Private Units will be used
to fund the redemption of the Public
Shares (subject to the requirements of applicable law) and the Private Units and all underlying
securities will be worthless. There will
be no redemption rights or liquidating distributions from the trust account with respect to
the rights and warrants included in the Private
Units.
As
of March 31, 2025,2026, the Company
had no cash of $241,548 and a working capital deficit of $6,796,725.$7,219,045. The Company has incurred and expects to continue
to incur significant
professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit
of the consummation of
a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination
or because it
becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which
case, subject
to compliance with applicable securities laws, the Company may issue additional securities or incur debt in connection
with such Business
Combination.
Management has determined
that if the Company is unable to raise additional
funds to alleviate liquidity needs or to complete a Business Combination by AugustJuly 2,
2025 2026 (or January 2, 2027, if it fully exercises its
option to extend the date to consummate a business combination), the Company will
(i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the
trust account including interest earned on the funds held in the
trust account and not previously released to IMAQ to pay income and other
tax obligations owed by IMAQ, divided by the number of then
outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the
right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of IMAQ’s remaining stockholders
and their board of directors, dissolve and liquidate,
subject in each case to IMAQ’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable
law Management has determined that the mandatory liquidation, if a Business
Combination not occur, raises substantial doubt about the
Company’s ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after AugustJuly 2, 20252026 (or January
2, 2027, if it exercises its option to extend the date to consummate
a business combination). Management plans to continue to draw down
the funds on its promissory notes, repayable promptly on demand and,
in any event, no later than the date on which the Company terminates
or consummates an initial business combination. There is no assurance
that the Company’s plans to consummate a business combination
will be successful.
In
connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board’s
Accounting Standards Update
(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to
Continue as a Going Concern,”
management has determined that these conditions raise substantial doubt about our ability to continue
as a going concern. In addition,
if the Company is unable to complete a Business Combination within the Combination Period,Period (January 2,
2027), the Company’s board of directors would
proceed to commence a voluntary liquidation and thereby a formal dissolution of the
Company. There is no assurance that the Company’s
plans to consummate a Business Combination will be successful within the Combination
Period. As a result, management has determined that
such an additional condition also raises substantial doubt about the Company’s
ability to continue as a going concern. The financial
statement does not include any adjustments that might result from the outcome of
this uncertainty.
Lock-Up Agreements
On March 11, 2025, in connection with the closing of the Securities Purchase Agreement, the Company entered into lock-up agreements with the Prior Sponsor and Ontogeny Capital LTD (“Ontogeny”, and together with the Prior Sponsor, the “Locked-up Parties”), respectively, pursuant to which the Locked-up Parties agreed, subject to certain customary exceptions, not to transfer, offer, sell, contract to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ received or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any shares of common stock of IMAQ, or any securities convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case, held by, or beneficially owned by, the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month after the closing of the Business Combination (the “Lock-Up Agreements”).
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, the Company is not required to provide Risk Factors in this Quarterly Report on Form 10-Q. However, in addition to the risk factors disclosed in our prospectus filed with the SEC on July 29, 2021, the Company had identified additional risk factors as disclosed in its Annual Report filed on Form 10-K for the fiscal year ended March 31, 2026. There has been no material change in the Risk Factors as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. Any of those factors could result in a significant or material adverse effect on our results of operations or financial condition.
No wording changes found in this section (only numbers or dates changed in 1 paragraph).
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company”
New heading “Due to JC Unify”
Largest changes
On June 28, 2024, the Company entered into the Amendments to the JC Unify Prior Notes with the Buyer. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. The Amendments to the JC Unify Prior Notes also amended the events of default, so that the failure of the Company to issue JC Unifysee in full comparisonOnPriorMarch 28, 2025, the Company issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible into the Promissory Note D Conversion Securities, with no fractional Promissory Note DNotes Conversion Securitiestoconstitutesbeaissued upon conversion, and has the rightfailure tobemakeconvertedrequiredimmediatelypayments,priorconstitutingtoanthe closingevent ofthe Business Combination. The Promissory Note D does not bear interest. The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.default.
“On April 30, 2026, parties to the Original Merger Agreement entered into an amended and restated merger agreement (as amended from time to time, the “Merger Agreement”) with (i) Ethanol Quang Nam Production Company Limited, a limited liability company incorporated under the Laws of Vietnam (“EQN”, together with VCI and their respective subsidiaries, the “Company Group”), (ii) Valix Limited, a British Virgin Islands business company (the “Purchaser”), and (iii) Newbio Merger Limited, a British Virgin Islands business company (“Merger Sub”), to amend and restate the Original Merger Agreement. …”see in full comparison
“On April 3, 2025, the Company entered into a Merger Agreement (the “Original Merger Agreement”) with VCI Holdings Limited, a British Virgin Islands business company (the “VCI”) and Vietnam Biofuels Development Joint Stock Company, a Vietnamese company (“VNB”). On April 30, 2026, parties to the Original Merger Agreement entered into the Merger Agreement by and among (i) EQN (ii) the Purchaser, and (iii) Merger Sub, to amend and restate the Original Merger Agreement. …”see in full comparison
“Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company”see in full comparison
“The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the VCI Business Combination is subject to certain conditions as further described in the Merger Agreement.”see in full comparison
Full comparison: every changed paragraph (65)
On each of July 25, 2025, August 25,
2025, September 25, 2025, October 24, 2025, November 26, 2025, December 29, 2025 and2025, January 28, 2026, February 25, 2026, March 27, 2026, April 27, 2026, May 29, 2026, June 26, 2026, and July 24, 2026 the Company made monthlya deposits
deposit of $2,000 to the Trust Account to extend the period of time the Company has to consummate an initial business combination from August
2, 2025 to MarchSeptember 2, 2026.
Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company
On April 3, 2025, the Company entered into a merger agreement (the “Original Merger Agreement”) with VCI Holdings Limited, a British Virgin Islands business company (“VCI”), and Vietnam Biofuels Development Joint Stock Company, a Vietnamese company (“VNB”).
On April 30, 2026, parties to the Original Merger Agreement entered into an amended and restated merger agreement (as amended from time to time, the “Merger Agreement”) with (i) Ethanol Quang Nam Production Company Limited, a limited liability company incorporated under the Laws of Vietnam (“EQN”, together with VCI and their respective subsidiaries, the “Company Group”), (ii) Valix Limited, a British Virgin Islands business company (the “Purchaser”), and (iii) Newbio Merger Limited, a British Virgin Islands business company (“Merger Sub”), to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination, whereby (a) on the Share Purchase Closing Date (as defined in the Merger Agreement), the Company Group shall cause the VCI Shareholders to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the VCI Shareholders all of the issued and outstanding shares and other equity interests in or of VCI (such share purchase, the “Share Purchase”) in exchange for 98,000,000 Purchaser Class A Ordinary Shares and 2,000,000 Purchaser Class B Ordinary Shares (the “Share Purchase Closing Payment Shares”); (b) after the Share Purchase Closing Date (as defined in the Merger Agreement), Merger Sub will merge with and into the Company with the Company being the surviving entity (the “Reincorporation Merger Surviving Corporation”) and becoming a wholly owned subsidiary of the Purchaser (the “Reincorporation Merger”), and (c) following the Reincorporation Merger, the Reincorporation Merger Surviving Corporation shall convert to a business company with limited liability of the British Virgin Islands (the “Redomestication”). The Merger Agreement and the transactions contemplated therein were unanimously approved by the board of directors of the Company. In addition to the foregoing, on the date on which the Closing occurs, the Purchaser shall issue and deliver (i) the Additional Closing Shares, (ii) the Debt Shares and (iii) the Commitment Shares; each as described in the Merger Agreement.
Following the closing of the Reincorporation Merger (the “Closing”), certain shareholders (the “Earnout Shareholders”) shall have the right to receive up to an aggregate of 27,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, dividends, and similar events), which shall vest as follows: (i) 10,000,000 Purchaser Class A Ordinary Shares if the volume-weighted average price of the Class A Ordinary Shares equals or exceeds $15.00 over any 20 trading days within any 30 trading day period during the five years following the Closing; (ii) 15,000,000 Purchaser Class A Ordinary Shares if the consolidated revenue and other income equals or exceeds $500,000,000 for any four consecutive fiscal quarters during the five years commencing from the first day of the fiscal quarter following the Closing; and (iii) 2,000,000 Purchaser Class A Ordinary Shares if the Purchaser declares a dividend of at least $20,000,000 in cash or equivalent value in treasury shares within three years following the Closing.
The Share Purchase, the Reincorporation Merger, the Redomestication, and other transactions contemplated by the Merger Agreement (the “VCI Business Combination”) are expected to be consummated after obtaining the required approval by the shareholders of the Company and VCI and the satisfaction of certain other customary closing conditions.
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the VCI Business Combination is subject to certain conditions as further described in the Merger Agreement.
We have neither engaged in
any operations nor generated any operating revenues to date. Our only activities for the period from January 15, 2021 (inception), through
December 31,June 2025,30, 2026, were organizational activities, those necessary to prepare for the IPO,Initial Public Offering, and, after IPO,the Initial Public Offering, related to identifying a target
company and executing a business combination. We do not expect to generate any operating revenues until after the completion of our initial
business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial
Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
as well as for due diligence expenses.
For the three months ended
December 31, 2025, we had net loss of $59,590 which consisted of operating costs of $63,853, franchise tax of $40,000, income tax provision
of $(1,923) and change in warrant liability of $12,313, partially offset by interest income on investments held in the trust account of
$30,027. For the three months ended December 31, 2024, we had had net loss of $160,073, which consisted of operating costs of $147,668,
franchise tax of $50,000, income tax provision of $39,540 and change in warrant liability of $(54,987), offset by interest income on investments
held in the trust account of $132,122.
For the ninethree months ended
December 31,June 2025,30, 2026, we had a net loss of $276,636,$ $82,031 which consisted of operating costs of $277,572,$86,243, franchise tax of $106,200,$29,100, income tax
provision of $(1,043410) and change in warrant liability of $6,735,$5,259, partially offset by interest income on investments held in the trust account of
$99,357. $27,643. For the ninethree months ended DecemberJune 31,30, 2024,2025, we had ahad net loss of $485,243$120,079, which consisted of operating costs of $521,515,$113,843, franchise
tax of $150,000,$26,200, income tax provision of $95,031$2,547 and change in warrant liability of $(148,22412,750), partially offset by interest income
on investments held in the trust account of $429,527.$35,261.
We intend to use substantially
all of the net proceeds of the Initial Public Offering and the private placement, including the funds held in the trust account, in connection
with our initial business combination and to pay our expenses relating thereto, including deferred underwriting commissions payable to
the underwriters in an amount equal to 3.5% ($8,050,000) of the total gross proceeds raised in the Initial Public Offering upon consummation
of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to affecteffect our initial
business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as
working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including
continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development
of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred
prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient
to cover such expenses.
As of DecemberJune 31,30, 2025,2026, the
Company had no cash and a working capital deficit of $7,117,454.$7,339,979. Accumulated deficit balances were $15,141,411$15,308,426 and $14,852,574$15,221,442 as of December
31,June 202530, 2026 and March 31, 2025,2026, respectively. The Company has incurred and expects to continue to incur significant professional costs to
remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.
The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem
a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with applicable
securities laws, the Company may issue additional securities or incur debt in connection with such Business Combination.
Management has determined
that if the Company is unable to raise additional funds to alleviate liquidity needs or to complete a Business Combination by February
September 2, 2026 (or January 2, 2027, if it fully exercises its option to extend the date to consummate a business combination), the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account including interest earned on the funds held in the trust account and not previously released to IMAQ to pay income and other
tax obligations owed by IMAQ, divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of IMAQ’s remaining stockholders
and their board of directors, dissolve and liquidate, subject in each case to IMAQ’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law Management has determined that the mandatory liquidation, if a Business
Combination not occur, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after FebruarySeptember 2, 2026 (or January
2, 2027, if it exercises its option to extend the date to consummate a business combination). Management plans to continue to draw down
the funds on its promissory notes, repayable promptly on demand and, in any event, no later than the date on which the Company terminates
or consummates an initial business combination. There is no assurance that the Company’s plans to consummate a business combination
will be successful.
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update
(“ASU”)Codification 2014-15,Subtopic “Disclosures205-40, Presentation of UncertaintiesFinancial aboutStatements an Entity’s Ability to Continue as a- Going
Concern, Concern”, management has determined that these conditions raise substantial doubt about our ability to continue as a going
concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board
of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance
that the Company’s plans to consummate a Business Combination will be successful within the Amended Combination Period. As a result,
management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue
as a going concern. The unaudited condensed financial statementstatements doesdo not include any adjustments that might result from the outcome of this uncertainty.
We did not have any off-balance sheet arrangements as of June 30, 2026.
We did not have any off-balance
sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities
or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose
entities, guaranteed any debt or commitments of other entities, or purchased any non- financial assets.
On April 3, 2025, the Company entered into a Merger Agreement (the “Original Merger Agreement”) with VCI Holdings Limited, a British Virgin Islands business company (the “VCI”) and Vietnam Biofuels Development Joint Stock Company, a Vietnamese company (“VNB”). On April 30, 2026, parties to the Original Merger Agreement entered into the Merger Agreement by and among (i) EQN (ii) the Purchaser, and (iii) Merger Sub, to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination, whereby (a) on the Share Purchase Closing Date (as defined in the Merger Agreement), the Company Group shall cause the VCI Shareholders to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the VCI Shareholders all of the issued and outstanding shares and other equity interests in or of VCI (such share purchase, the “Share Purchase”) in exchange for 98,000,000 Purchaser Class A Ordinary Shares and 2,000,000 Purchaser Class B Ordinary Shares; (b) after the Share Purchase Closing Date (as defined in the Merger Agreement), Merger Sub will merge with and into the Company with the Company being the surviving entity (the “Reincorporation Merger Surviving Corporation”) and becoming a wholly owned subsidiary of the Purchaser (the “Reincorporation Merger”), and (c) following the Reincorporation Merger, the Reincorporation Merger Surviving Corporation shall convert to a business company with limited liability of the British Virgin Islands (the “Redomestication”). The Merger Agreement and the transactions contemplated therein were unanimously approved by the board of directors of the Company. In addition to the foregoing, on the date on which the Closing occurs, the Purchaser shall issue and deliver (i) the Additional Closing Shares, (ii) the Debt Shares and (iii) the Commitment Shares; each as described in the Merger Agreement.
Following the Closing, Earnout Shareholders shall have the right to receive up to an aggregate of 27,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, dividends, and similar events), which shall vest as follows: (i) 10,000,000 Purchaser Class A Ordinary Shares if the volume-weighted average price of the Class A Ordinary Shares equals or exceeds $15.00 over any 20 trading days within any 30 trading day period during the five years following the Closing; (ii) 15,000,000 Purchaser Class A Ordinary Shares if the consolidated revenue and other income equals or exceeds $500,000,000 for any four consecutive fiscal quarters during the five years commencing from the first day of the fiscal quarter following the Closing; and (iii) 2,000,000 Purchaser Class A Ordinary Shares if the Purchaser declares a dividend of at least $20,000,000 in cash or equivalent value in treasury shares within three years following the Closing.
The VCI Business Combination are expected to be consummated after obtaining the required approval by the shareholders of the Company and VCI and the satisfaction of certain other customary closing conditions.
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the VCI Business Combination is subject to certain conditions as further described in the Merger Agreement.
On April 3, 2025, the Company
entered into a Merger Agreement with Target Group, pursuant to which (a) IMAQ will form Purchaser, (b) IMAQ will be merged with and into
Purchaser, with Purchaser be the surviving entity, (c) following the Redomestication Merger, the Redomestication Merger Surviving Corporation
will purchase 100% of the issued and outstanding shares of the VCI Target Company and (d) following the completion of the share purchase,
the VCI Target Company shall become a direct wholly owned subsidiary of the Redomestication Merger Surviving Corporation. Following the
VCI Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. Pursuant to the
terms of the Merger Agreement, the aggregate consideration to be paid is an aggregate of $1,000,000,000 divided by $10.00, consisting
of 90,000,000 Redomestication Merger Surviving Corporation Class A Ordinary Shares and 10,000,000 Redomestication Merger Surviving Corporation
Class B Ordinary Shares.
Concurrently with the execution
of the Merger Agreement, IMAQ, VCI Target Company,VCI, VNB and a shareholder of the VCI Target Company (the “Supporting Shareholder”)
entered into a voting and support agreement (the “Support Agreement”) pursuant to which such Supporting Shareholder has agreed,
among other things, to vote in favor of the share purchase, the adoption of the Merger Agreement and any other matters necessary or reasonably
requested by the Company and the Purchaser or the VCI Target Company for consummation of the share purchase and the other transactions contemplated
by the Merger Agreement.
In addition, the Supporting
Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the VCI Target
Company owned of record and beneficially by such Supporting Shareholders or over which such Supporting Shareholders have voting power,
prior to the earlier to occur of (a) the closing of the share purchase, (b) the termination of the Merger Agreement, and (c) written agreement
of the applicable Support Agreement and the Company and Purchasethe Purchaser.
Concurrently with the execution
of the Original Merger Agreement, IMAQ and certain principal shareholders of VNB (the “Principal Shareholders”) and the VCI Target
Company entered into an agreement (the “RW Agreement”) pursuant to which each of the Principal Shareholders represents and
warrants to the Company and the Purchaser that the representations and warranties contained in Article IV (Representations and Warranties
of the Company Group) of the Original Merger Agreement was true, correct and complete as of the date of the RW Agreement and as of the Closing
Date.
As previously disclosed in
the Current Report on Form 8-K filed by the Company with the SEC on April 9, 2025, the Company entered into the Original Merger Agreement on April
3, 2025 with VNB and VCI Target Company (collectively referred to as the “Borrower”).
On April 20, 2025, the Company
entered into a non-interest bearing unsecured loan (the “VCI Loan Agreement”) to provide a maximum aggregate amount of $499,900
(the “VCI Loan”) to the Borrower to be used by the Borrower exclusively for the expenses directly arising out of the VCI Business
Combination (the “Transaction”) or as otherwise agreed upon by the Lender.Company. As of June 30,2026, the Company provided $499,900 loan to VCI in pursuant to this agreement.
The VCI Loan bears no interest
and the Borrower shall repay the principal amount of the VCI Loan within thirty (30) days of the earlier of: (i) the termination of the
Merger Agreement, except where such termination shall have resulted from material breach by the Company of the Merger Agreement, then
the VCI Loan shall be waived, (ii) the date on which the parties determine that the parties will not be able to consummate the Transaction.
VCI Target Company and VNB will be jointly and severally liable for the repayment of the principal amount of the VCI Loan. Upon a successful
consummation of the Transaction, the VCI Loan repayment may be waived at the option of the Borrower.
In connection with the Closing,
theconsummation Company will formof the Purchaser.transactions Uponcontemplated Purchaser’sby formation,a business combination agreement (the “BCA Closing”), the Company will assign the Equity Line Agreement to the Purchaser
and the Purchaser shall be deemed to be the Company as if it were the original signatory to the Equity Line Agreement.
Pursuant to terms of the Equity
Line Agreement, the Company is required to use its commercially reasonable efforts to file with the SEC a registration statement covering
the shares to be acquired by the Investor within thirty (30) days following the closingBCA of the VCI Business Combination.Closing.
The Company is not entitled
to draw on the Equity Line Agreement unless each of the following additional conditions is satisfied: (i) a registration statement is
and remains effective for the resale of securities in connection with the Equity Line Agreement; (ii) each of the Company’Company’s representations
and warranties set forth in the Equity Line Agreement is true and correct (subject to qualifications as to materiality set forth therein)
as of such time; (iii) the Company shall have complied with its obligations in all material respects; (iv) no statute, rule, regulation,
executive order, decree, ruling, or injunction shall have been enacted, entered, promulgated, or adopted by any court or governmental
authority that prohibits or directly and materially adversely affects any of the transactions contemplated by the Equity Line Agreement,
and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions
contemplated by the Equity Line Agreement; (v) since the date of filing of the Company’s most recent annual report or quarterly
report filed pursuant to the Exchange Act, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (vi)
the trading of the Company’s common stock shall not have been suspended by the SEC or the Principal Market, or otherwise halted
for any reason; (vii) the number of Purchase Notice Shares purchased by Investor is limited to the beneficial ownership limitation, which
is 4.99% of outstanding shares, or up to 9.99% with 61 days’ notice; (viii) the Company shall be free from any “stock promotion”
flag; (ix) the Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness of the
registration statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections 5(b) or
10 of the Securities Act; (x) the issuance of the Purchase Notice Shares shall not violate the shareholder approval requirements of the
Principal Market; (xi) the Company’s common Stock must be DWAC Eligible and not subject to a “DTC chill”; (xii) all
reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant
to the reporting requirements of the Exchange Act of 1934 shall have been filed with the SEC within the applicable time periods prescribed
for such filings; (xiii) the Exchange Cap has not been reached; (xiv) the irrevocable transfer agent instructions shall have been delivered
by the Company to, and acknowledged in writing by, the transfer agent of the Company; and (xv) certain other conditions as set forth in
the Equity Line Agreement.
In consideration of the Investor’s
execution and delivery of the Equity Line Agreement, the Company shall cause the Transfer Agent to issue common stock equal to $1,000,000
divided by the closing price of the Company’s Common stock on the earlier of (i) the Business Day prior to the effectiveness of
the Registration Statement and (ii) the Business Day prior to the date that the Investor delivers a written request to the Company for
the Commitment Shares (provided that such request cannot be within 180 days following the Closing). For the avoidance of doubt, all of
the Commitment Shares shall only be fully earned upon a successful Closing with VCI Target Company and the issuance of the Commitment
Shares is contingent upon the Closing with VCI Target Company.VCI.
Promissory Notes to- Prior Sponsor
On February 1, 2021, the Company
issued an unsecured promissory note to the Prior Sponsor (the “Initial Promissory Note”), pursuant to which wethe Company could
borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021 and June 17, 2021, we
the Company issued additional unsecured promissory notes to the Prior Sponsor (the “Additional Promissory Notes” and, together
with the “Initial Promissory Note”, the “IPO Promissory Notes”), pursuant to which the Company may
borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes were non-interest bearing and payable on the
earlier of (i) DecemberMarch 31, 20212022 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory
Notes was repaid on August 6, 2021.
On January 14, 2022, the Company
issued an unsecured promissory note to the Prior Sponsor (the “Post-IPO Promissory Note”), pursuant to which wethe Company could
borrow up to an aggregate of $500,000 in two installments of (i) up to $300,000 during the month of March 2022, and (ii) up$200,000 to $200,000
during the month of June 2022 at ourthe Company’s discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date
on which the Company consummate an initial Business Combination.
On March 29, 2022, the Company
amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow at ourits discretion under the note
increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later
than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022 (the “Amended
Post-IPO Promissory Note”). No other terms were amended pursuant to this amendment and restatement.
On February 14, 2023, the
Company issued the February 2023 Promissory Note to the Prior,Prior Sponsor, pursuant to which the Company may borrow up to an aggregate amount of up
to $500,000 in four installments of (i) up to $150,000 no later than February 28, 2023, (ii) up to $200,000 no later than March 31, 2023,
(iii) up to $50,000 no later than April 30, 2023, and (iv) up to $100,000 no later than July 31, 2023, upon the request by the Company
at the Company’s discretion. The February 2023 Promissory Note is non-interest bearing and payable promptly after the date on which
the Company consummates an initial Business Combination.
As of DecemberJune 31,30, 20252026 and
March 31, 2025,2026, $2,445,000 were outstanding under all four promissory notes issued to the Prior Sponsor.
Due to JC Unify
The Company received additional funds from the Buyer to finance working capital. As of June 30, 2026 and March 31, 2026, the amount due to JC Unify was $78,766 and $0, respectively.
On January 31, 2024, the Company
issued the January 2024 Promissory Note in the aggregate principal amount of up to $1,300,000 to the Buyer. Pursuant to the January 2024
Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note shall
be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business
combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement
units as described in the Prospectus,prospectus dated July 28, 2021 (Registration No. 333-255106) (the “Prospectus”), at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does
not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to the Company, the Company
shall issue to the Buyer (a) 100,000 Newnew Unitsunits at the closing of the Business Combination, which shall be identical in all respects to
the private placement units issued at the Company’s initial public offering (the “New Units”), and (b) 847,675
shares of Additional Securities of which (i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or
any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration
statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration
statement is filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the
closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared
effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be
subject to the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities and New
Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.
On June 28, 2024, the Company
entered into the Amendments to the JC Unify Prior Notes with the Buyer. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer
has the right to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes
Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes
Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. The Amendments
to the JC Unify Prior Notes also amended the events of default, so that the failure of the Company to issue JC Unify OnPrior March 28, 2025, the Company
issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed
to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly on demand and in any event,
no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible
into the Promissory Note D Conversion Securities, with no fractional Promissory Note DNotes Conversion Securities toconstitutes bea issued upon conversion,
and has the rightfailure to bemake convertedrequired immediatelypayments, priorconstituting toan the closingevent of the Business Combination. The Promissory Note D does not bear interest.
The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend
the period of time the Company has to consummate an initial business combination, and for working capital purposes.default.
On March 28, 2025, the Company issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible into the Promissory Note D Conversion Securities, with no fractional Promissory Note D Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest. The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.
As of DecemberJune 31,30, 20252026 and
March 31, 2025,2026, $3,000,504 and $2,659,713$2,900,000 were outstanding, respectively,outstanding under all the promissory notes issued to JC Unify.
As of June 30, 2026 and March 31, 2026, $674,672 were outstanding under Promissory Note E.
The Company received additional
funds from the Prior Sponsor to finance term extension fees. As of DecemberJune 31,30, 20252026 and March 31, 2025,2026, the amount due to relatedPrior party
Sponsor was $656,913.
As of DecemberJune 31,30, 20252026 and
March 31,2025,31,2026, the Company had no borrowings under the related party loans.
On January 24, 2023, the Company
entered into a Loan and Transfer Agreement (“Polar Loan Agreement”), by and among the Company, the Prior Sponsor, and
Polar AssetNPIC Management PartnersLimited (“PolarNPIC”), pursuant to which the Prior Sponsor is permitted to borrow $385,541 (the
“Polar Initial Loan”) and $128,513 per month, at the Company’s discretion (each a “Polar Monthly Loan”
and collectively with the Polar Initial Loan, the “Polar Loan”) which will in turn be loaned by the Prior Sponsor to
the Company, to cover certain extension payments to the trust account of the Company. Pursuant to the Polar Loan Agreement, the Polar
Loan shall be payable within five (5) days of the date on which Company consummates its de-SPAC transaction.
As additional consideration
for PolarNPIC making the Polar Initial Loan available to the Prior Sponsor, the Company shall issue 500,000 shares of Common Stock to Polar (the
“Initial Securities”), and as additional consideration for the LenderNPIC making each Polar Monthly Loan available to the
Prior Sponsor, the Company shall issue 166,700 shares of Common Stock to PolarNPIC 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.
Subject to certain conditions,
the Company has granted Chardan, the representative of the underwriters in the Initial Public Offering, for a period of 18 months after
the date of the consummation of our business combination, a right of first refusal to act as book-running manager, with at least 30% of
the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such
right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the
Initial Public Offering.
On February 8, 2021, the Company
entered into an agreement with Vishwas Joshi to act as Chief Financial Officer of the Company for a period of twenty-four months from
the date of listing of the Company on NASDAQ. The Company has agreed to pay Mr. Joshi up to $400,000, subject to the Company successfully
completing a Business Combination. If the Company does not complete a Business Combination within the Initial Combination Period, the
Company has agreed to pay Mr. Joshi $40,000. The expense accrued under this agreement is $40,000 as of September 30, 2023. On July 21,
2023, the Company extended the tenure of the agreement from July 27, 2023, to September 30, 2023 with no further extension. On November
9, 2023, the Company entered into an agreement with Mr.Vishwas Joshi, whereby Mr.Vishwas Joshi agreed to receive 36,000 shares of common stock of the
post-Business Combination company inas full and final satisfaction of all obligationsand any service fees owed to Mr.Vishwas Joshi by the Company. The paymentshares will
be madeissued concurrently with the closing of the Business Combination. The Company accrued $360,000 service fees as of DecemberJune 31,30, 20252026 and
March 31, 2025.2026.
On October 29, 2021, the Company
entered into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal to provide strategy, management
and financial advisory services to the Company, as specified in the consulting agreement, commencing on October 29, 2021,2021 and ending on
October 28, 2022 (the “Term of Consulting Agreement”). On January 28, 2023, the Company extended the existing agreement
to April 28, 2023. In consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly
consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided
in the consulting agreement. In addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred
at our request. On November 9, 2023, the Company entered into antwo agreementrelease agreements with Ms. Agarwal, whereby Ms. Agarwal agreed to receive, respectively,
$31,500 and 12,825 shares of common stock of the post-Business Combination company in full and final satisfaction of all and any service
fees owed to Ms. Agarwal by the Company. The payment will be made concurrently with the closing of the Business Combination. As of December
31,June 202530, 2026 and March 31, 2025,2026, the Company accrued $162,000 consulting fees.
On July 20, 2022, wethe Company entered
into a letter of engagement with Houlihan Capital (the “Houlihan Capital Agreement”), pursuant to which the Company
engaged Houlihan to render a written opinion (“Opinion”), whether or not favorable, to the Board of Directors of the
Company as to whether, as of the date of such Opinion, that the consideration to be issued or paid in the Transaction is fair from a financial
point of view to the stockholders of the Company. In consideration for the services, the Company agreed to pay Houlihan a total estimated
fee of $150,000. On November 7, 2023, the Company entered into an agreement with Houlihan Capital, whereby Houlihan Capital agreed
to receive $13,675, as full and final satisfaction of all obligations owed to Houlihan Capital by the Company. The Company repaid the
outstanding balance of $50,000 on February 14, 2024, as such, no further amount due under the Houlihan Capital Agreement.
On September 13, 2022, the Company entered into a letter of engagement with FNK IR (the “FNK IR Agreement”), pursuant to which the Company engaged FNK IR to act as integrated investor and media relations partner on behalf of the Company. The Company agreed to pay FNK IR a monthly fee of $8,000 per month. The engagement was terminated in February 2023.
On November 14, 2023, the
Company entered into an agreement with Loeb & Loeb LLP (“Loeb”), whereby Loeb agreed to accept a reduced amount
of $300,000, of which $150,000 shall be deferred until the closing of the business combination in full and final satisfaction of all obligations
owed to Loeb by the Company. The Company paidrepaid $150,000 on May 9, 2024. As of DecemberJune 31,30, 20252026 and March 31, 2025,2026, a total amount of $261,263
(including $81,760 other legal fees)$287,213 and $235,798$273,853 were outstanding and accrued, respectively.
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified critical accounting estimates; we have identified the following critical accounting policies:
Net loss per common share
is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public
Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than
other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share.
We haveWarrants notand consideredrights the effect of the warrants soldissued in connection with the Initial Public Offering and private placement tohave purchasebeen anexcluded aggregate
of 17,847,675 shares infrom the calculation of diluted incomeearnings per share,share sincecalculation. theAs exercise of thethese warrants are contingentnot uponexercisable until the occurrence
consummation of futurea events.Business Combination, the diluted net income or loss per share remains identical to the basic net income or loss per share.
We recognize changes in redemption
value immediately as they occur and adjustsadjust the carrying value of redeemable common stock to equal the redemption value at the end of
each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional
paid-in capital and accumulated deficit.
In November 2023, the FASB
issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require
disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer
decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment
profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses
the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities
will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable
segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.
This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December
15, 2024, with early adoption permitted. The Company adopted this guidance as of March 31, 2025.
In December 2023, the FASB
issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU
2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective
tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective
or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company
is currently assessing the impact, if any, thatadopted ASU 2023-09 wouldon haveApril 1, 2026 and there was no material impact on its financial position, results of operations or cash flows.
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.
IMAQ insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding IMAQ (13F)
None of the 59 investors we track reported a position in their latest 13F.