M&A - International Media Acquisition Corp.

Form Type: 425

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025034240

Filing Summary: On April 20, 2025, International Media Acquisition Corp. issued an unsecured promissory note for up to $3,000,000 to Wei-Hua Chang, which is convertible into shares upon the closing of a business combination. The proceeds will cover various expenses including the extension of time to complete a business combination. Additionally, the company entered into a Loan Agreement to provide $499,900 to VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company to fund expenses from a merger transaction initiated by a Merger Agreement signed on April 3, 2025. The Loan is non-interest bearing and is repayable under specific conditions related to the termination of the Merger Agreement. The Merger Agreement will be submitted to shareholders for approval, and a Registration Statement will be jointly filed for further solicitation of proxies. Cautionary statements regarding forward-looking statements and risk factors have been included, highlighting uncertainties that may affect the transaction.

Form Type: 425

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025034247

Filing Summary: On April 20, 2025, International Media Acquisition Corp. entered into a Common Stock Purchase Agreement (Equity Line Agreement) with White Lion Capital LLC. This agreement allows the company to sell up to $300,000,000 of its common stock to the investor, subject to specific conditions, with an option to increase this amount to $500,000,000. To facilitate a merger with International Media Mini Acquisition Corp., a new wholly owned subsidiary, the Company is expected to file a registration statement covering shares to be acquired by the Investor. The right to drawdown from this Equity Line will commence following the closing of a prior announced business combination with VCI Biofuels Group. The document also outlines conditions under which the Company may draw on the Equity Line, including registration requirements, adherence to warranties, and no adverse legal conditions. Additionally, the Merger Agreement with VCI Holdings Limited will be submitted to shareholders for their vote, with entails proxy statements being prepared for these requests. Important information regarding the matters will be communicated to shareholders in future filings.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025034237

Filing Summary: On April 20, 2025, International Media Acquisition Corp. entered into a Common Stock Purchase Agreement (Equity Line Agreement) with White Lion Capital LLC. The agreement allows the company to require the investor to purchase shares of common stock up to $300,000,000, potentially increasing to $500,000,000. This action is linked to a business combination agreement where a new subsidiary, International Media Mini Acquisition Corp., will be formed for the merger with the investor, VCI Holdings Limited. The Company is also required to file a registration statement covering the shares within 30 days after closing the business combination. The document outlines various terms such as purchase limits, commitment periods, and conditions for drawdowns under the agreement. Additionally, it discusses upcoming shareholder votes regarding the merger agreement and the importance of reading related proxy statements and proposals once available.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Merger

Type: Update

Accession Number: 000121390025034238

Filing Summary: On April 20, 2025, International Media Acquisition Corp. issued an unsecured promissory note of up to $3,000,000 to Wei-Hua Chang, to be used for company expenses, including extending the time for an initial business combination. The note is convertible into units consisting of common stock shares and rights, with repayment due upon demand. Additionally, a loan agreement was made on the same day to provide $499,900 to VCI Holdings Limited for expenses related to a merger agreement signed on April 3, 2025, with Vietnam Biofuels Development Joint Stock Company, intended for covering expenses associated with the upcoming business combination. Shareholder approval will be sought for the merger, with further communications and materials to be filed with the SEC.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000121390025030334

Filing Summary: On April 3, 2025, International Media Acquisition Corp. (IMAQ) entered into a Merger Agreement with VCI Holdings Limited (the Target Company) and Vietnam Biofuels Development Joint Stock Company (VNB), involving the formation of a wholly owned subsidiary and a series of steps culminating in IMAQ merging into that subsidiary. The newly formed entity will subsequently acquire the Target Company, allowing for a publicly traded entity in the U.S. The transaction involves a total consideration of $1 billion, structured as shares of the surviving corporation, with specific voting and conversion rights outlined. The merger includes comprehensive covenants for both parties and sets strict conditions for closing, including compliance with regulatory requirements and obtaining necessary approvals. Additional agreements, such as a Support Agreement from key shareholders, are also part of this strategic business consolidation, aimed at enhancing shareholder value and market position.

Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000121390025030330

Filing Summary: On April 3, 2025, International Media Acquisition Corp. (IMAQ) entered into a Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company. This agreement initiates a Redomestication Merger where IMAQ will be merged with a newly formed subsidiary, International Media Mini Acquisition Corp., which will then acquire 100% of VCI Holdings, resulting in VCI becoming a wholly owned subsidiary of the new entity. The merger will be valued at $1 billion, with shares divided between Class A and Class B shares, allowing for different voting rights. The deal includes various representations, warranties, and covenants from both parties to ensure compliance and due diligence leading up to the merger. Following the merger, the surviving entity will be publicly traded in the United States. Shareholders will be asked to approve this transaction, with necessary filings to the SEC and additional steps for shareholder engagement outlined in the document. A press release related to the merger was issued on April 9, 2025, providing further details about the agreement and its implications for IMAQ and its shareholders.