{"url_path":"/sec/imaq/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 BUSINESS","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1846235/0001213900-26-072115-index.html","accession_number":"0001213900-26-072115","cik":"0001846235","ticker":"IMAQ","issuer_name":"International Media Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1846235/0001213900-26-072115-index.html","primary_entity_key":"0001846235","primary_entity_name":"International Media Acquisition Corp."},"word_count":15489,"has_tables":true,"body_markdown":"ITEM\n1. BUSINESS\n\n \n\nOverview\n\n \n\nInternational\nMedia Acquisition Corp. (“IMAQ” or the “Company”) is a Delaware blank check company incorporated\non January 15, 2021. The Company was form for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,\nrecapitalization, reorganization or similar business combination with one or more businesses or entities (a “business combination”).\nThe Company has entered into a Merger Agreement with various parties as discussed below. The Company is an early stage and emerging growth\ncompany and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.\n\n \n\nIf IMAQ does not consummate a business combination by July 2, 2026\n(or until January 2, 2027 if we fully extend the date to consummate a business combination), then, pursuant to the amended and restated\ncertificate of incorporation, IMAQ will be required to dissolve and liquidate as soon as reasonably practicable, unless IMAQ seeks stockholder\napproval to amend IMAQ’s certificate of incorporation to extend the date by which an initial business combination may be consummated.\n\n  \n\nInitial\nPublic Offering, Private Placement and Offering Proceeds Held in Trust\n\n \n\nThe\nregistration statement filed in connection with the Company’s initial public offering (“Initial Public Offering”\nor “IPO”) was declared effective on July 28, 2021. On August 2, 2021, IMAQ consummated the IPO of 20,000,000 units\n(the “Units”) at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the\nInitial Public Offering, IMAQ consummated the sale of 714,400 units (the “Private Units”), at a price of $10.00 per\nPrivate Unit, in a private placement transaction with Content Creation Media LLC, IMAQ’s prior sponsor (the “Prior Sponsor”),\ngenerating gross proceeds of $7,144,000.\n\n \n\nOn\nAugust 6, 2021, in connection with the underwriters’ exercise in full of their option to purchase up to 3,000,000 additional Units\nto cover over-allotments, we consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of\n$30,000,000. Simultaneously with the closing of the exercise of the over-allotment option, we consummated the sale of an additional 82,500\nPrivate Units, at a price of $10.00 per Private Unit, in a private placement to the Prior Sponsor, generating gross proceeds of $825,000.\nThe Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve\na public offering.\n\n \n\nAfter\ndeducting the underwriting discounts, offering expenses and commissions from the initial public offering and the sale of the Private\nUnits, a total of $230,000,000 of the net proceeds from the initial public and the sale of the Private Units was deposited into IMAQ’s\ntrust account (the “Trust Account”), which was invested in U.S. government securities, within the meaning set forth\nin Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds\nitself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by\nuse, until the earlier of (i) the consummation of a business combination or (ii) the distribution of the funds in the Trust Account.\n\n \n\nExtensions\nof the Time to Consummate the Business Combination and Related Redemptions\n\n \n\nInitially,\nthe Company was required to complete its initial business combination transaction by August 2, 2022, which was 12 months from the closing\nof the Initial Public Offering (the “Initial Combination Period”). On July 27, 2022, at a special meeting of the Company’s\nstockholders (the “July 2022 Special Meeting”), the stockholders approved a proposal to amend the Company’s\ninvestment management trust agreement, dated as of July 28, 2021, by and between the Company and Continental Stock Transfer & Trust\nCompany (the “Trustee”), allowing the Company to extend the Initial Combination Period two times for an additional\nthree months each time, or from August 2, 2022 to February 2, 2023 by depositing into the Trust Account $350,000 for each three-month\nextension. In connection with the proposal, the Company’s public stockholders had the right to redeem their shares of common stock\nfor cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two days prior to such stockholder\nvote. Public stockholders holding 20,858,105 shares of the Company’s common stock exercised their right to redeem such\nshares at a redemption price of approximately $10.03 per share.\n\n \n\nOn\nJuly 26, 2022, the extension payment of $350,000 was deposited by the Prior Sponsor into the Company’s Trust Account to extend\nthe August 2, 2022, deadline to November 2, 2022.\n\n \n\nOn\nOctober 28, 2022, a second extension payment of $350,000 was deposited by the Prior Sponsor into the Company’s Trust Account to\nextend the November 2, 2022, deadline to February 2, 2023.\n\n \n\n1\n\n \n\n \n\nOn\nJanuary 27, 2023, at a special meeting of the Company’s stockholders (the “January 2023 Special Meeting”), stockholders\napproved to extend the deadline by which IMAQ must consummate an initial business combination for an additional three (3) months, from\nFebruary 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023.\nIn connection with the January 2023 Special Meeting, the Company’s stockholders elected to redeem an aggregate of 168,777 shares\nof common stock at a redemption price of approximately $10.33 per share.\n\n  \n\nOn\nFebruary 3, 2023, the third extension payment of $385,541 was deposited by the Prior Sponsor into the Company’s Trust Account to\nextend the February 2, 2023, deadline to May 2, 2023.\n\n \n\nOn\nJune 1, 2023, a fourth partial extension payment of $128,513 was deposited by the Prior Sponsor into the Company’s Trust Account\nto extend the May 2, 2023, deadline to August 2, 2023.\n\n \n\nOn\nJune 23, 2023, the fifth partial extension payment of $128,513 was deposited by the Company into the Company’s Trust Account to\nextend the May 2, 2023, deadline to August 2, 2023.\n\n \n\nOn\nJuly 11, 2023, the sixth partial extension payment of $128,513 was deposited by the Company into the Company’s Trust Account to\nextend the May 2, 2023, deadline to August 2, 2023. On July 31, 2023, IMAQ held a special meeting of stockholders (the “July\n2023 Special Meeting”). As approved by its stockholders at the July 2023 Special Meeting, the Company filed a certificate of\namendment to its amended and restated certificate of incorporation (the “July 2023 Charter Amendment”) which became\neffective upon filing. The July 2023 Charter Amendment changed the date by which IMAQ must consummate a business combination for twelve\n(12) additional one (1) month periods from August 2, 2023, to August 2, 2024 (i.e., for a total period of time ending 36 months from\nthe consummation of its initial public offering.  In connection with the stockholders’ vote at the July 2023 Special Meeting,\n63,395 shares of common stock were tendered for redemption. On July 31, 2023, following the stockholder approval, the Company filed the\nJuly 2023 Charter Amendment with the Secretary of State of the State of Delaware.\n\n \n\nOn\nJuly 31, 2023, at a special meeting of the Company’s stockholders (the “July 2023 Special Meeting”), stockholders\napproved to extend the deadline by which IMAQ must consummate an initial business combination for twelve (12) additional one (1) month\nperiods from August 2, 2023, to August 2, 2024 (i.e., for a total period of time ending 36 months from the consummation of its initial\npublic offering). In connection with the July 2023 Special Meeting, the Company’s public stockholders holding 63,395 shares\nof the Company’s common stock exercised their right to redeem such shares at a redemption price of approximately $10.89 per\nshare.\n\n \n\nThe\nCompany has made the monthly deposit into the Trust Account of $128,513 for the monthly extension, from August 2, 2023 until January\n2, 2024. \n\n \n\nOn\nJanuary 2, 2024, IMAQ held a special meeting of stockholders (the “January 2024 Special Meeting”). As approved by\nits stockholders at the January 2024 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate\nof incorporation (the “January 2024 Charter Amendment”) which became effective upon filing. The January 2024 Charter\nAmendment extended the deadline by which IMAQ must consummate an initial business combination for twelve (12) additional one (1) month\nperiods from January 2, 2024 to January 2, 2025 provided that, in connection with each one-month extension, a deposit of $20,000 is made\ninto the Trust Account established in connection with the Company’s initial public offering. Stockholders also approved an amendment\nto the amended and restated certificate of incorporation (the “NTA Charter Amendment”) to expand the methods by which\nthe Company may avoid being deemed a “penny stock” under the Rule 419 under the Securities Exchange Act of 1934, as amended.\nIn connection with the January 2024 Special Meeting, the Company’s stockholders elected to redeem an aggregate of 934,193 shares\nof common stock at a redemption price of approximately $11.43 per share.\n\n \n\nOn\neach of January 2, 2024, February 1, 2024, March 6, 2024, April 5, 2024, April 29, 2024, May 28, 2024, June 25, 2024, August 5, 2024,\nSeptember 4, 2024, September 27, 2024, October 28, 2024 and November 27, 2024, the Company made a deposit of $20,000 to the trust account\nto extend the period of time the Company has to consummate an initial business combination from January 2, 2024 to January 2, 2025.\n\n \n\n2\n\n \n\n \n\nOn\nDecember 30, 2024, IMAQ held an annual meeting of stockholders (the “December 2024 Annual Meeting”). As approved by\nits stockholders at the December 2024 Annual Meeting, the Company filed a certificate of amendment to its amended and restated certificate\nof incorporation (the “December 2024 Charter Amendment”) which became effective upon filing. The December 2024 Charter\nAmendment extended the deadline by which IMAQ has to consummate an initial business combination for twenty-four (24) additional one (1)\nmonth periods from January 2, 2025 to January 2, 2027 (the “Combination Period”) provided that, in connection with\neach one-month extension, a deposit of $2,000 is made into the Trust Account established in connection with the Company’s\ninitial public offering. Stockholders approved the proposal to allow the Company to undertake an initial business combination with any\nentity with its principal business operations in China (including Hong Kong and Macau). Stockholders also approved the Director Proposal\nto 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\nsuccessor has been duly elected and qualified or until his or her earlier resignation, removal or death. The term of the Class I directors\nwill end at our annual meeting held in 2028. In connection with the December 2024 Annual Meeting, the Company’s stockholders elected\nto redeem an aggregate of 685,836 shares of common stock at a redemption value of $7,919,296 (or approximately $11.55 per\nshare). At December 31, 2024, the Company recorded an estimated liability of $7,919,296 payable to the redeemed public stockholders.\nThe outstanding liability was subsequently paid on February 10, 2025.\n\n \n\nOn each of December 30, 2024,\nJanuary 24, 2025, March 12, 2025, March 26, 2025, April 23, 2025, May 29, 2025, June 26, 2025, July 25, 2025, August 25, 2025, September\n25, 2025, October 24, 2025, November 26, 2025, December 29, 2025, January 28, 2026, February 25, 2026, March 27, 2026, April 27, 2026\nand 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\nan initial business combination from January 2, 2025 to July 2, 2026.\n\n \n\nTermination\nof Proposed Business Combination with Risee Entertainment Holdings Private Limited\n\n \n\nOn\nOctober 22, 2022, the Company entered into a Stock Purchase Agreement (the “Prior SPA”) with Risee Entertainment Holdings\nPrivate Limited, a company incorporated in India (“Risee”), and Reliance Entertainment Studios Private Limited, company\nincorporated in India (the “Prior Target Company”). Pursuant to the terms of the Prior SPA, a business combination\nbetween the Company and the Prior Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital\nof the Prior Target Company from Risee in a series of transactions (collectively, the “Stock Acquisition”). The aggregate\npurchase price for the shares of the Prior Target Company under the Prior SPA is $102,000,000, and in addition, the Company also agreed\nto make a primary investment into the Prior Target Company in the amount of $38,000,000, which will be used solely for the purposes of\nrepayment of inter-company loans aggregating to $38,000,000 as existing on the books of the Prior Target Company at the initial closing\nof the Stock Acquisition.\n\n \n\nPursuant\nto Section 12.1(a) of the Prior SPA, wherein in the event of the Initial Closing (as defined in the Prior SPA) has not occurred by the\nOutside Closing Date (as defined in the Prior SPA) either Risee or the Prior Target Company or the Company has the right to terminate\nthe Prior SPA. Risee terminated the Prior SPA with immediate effect, and the Prior Target Company and the Company acknowledged and accepted\nthe termination letter dated October 25, 2023 received by the Company on October 26, 2023, without any liability to any of the parties\ninvolved.\n\n \n\nMerger\nAgreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company\n\n \n\nOn\nApril 3, 2025, the Company entered into a merger agreement (the “Original Merger Agreement”) with VCI Holdings Limited,\na British Virgin Islands business company (“VCI”) and Vietnam Biofuels Development Joint Stock Company, a Vietnamese\ncompany (“VNB”).\n\n \n\nOn\nApril 30, 2026, parties to the Original Merger Agreement entered into an amended and restated merger agreement (as amended from time\nto time, the “Merger Agreement”) with (i) Ethanol Quang Nam Production Company Limited, a limited liability company\nincorporated under the Laws of Vietnam (“EQN”, together with VCI and their respective subsidiaries, the “Company\nGroup”), (ii) Valix Limited, a British Virgin Islands business company (the “Purchaser”), and (iii) Newbio\nMerger Limited, a British Virgin Islands business company (“Merger Sub”), to amend and restate the Original Merger\nAgreement. The Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination,\nwhereby (a) on the Share Purchase Closing Date (as defined in the Merger Agreement), the Company Group shall cause the shareholder of\nVCI (the “VCI Shareholders”) to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall\npurchase, acquire and accept from the VCI Shareholders all of the issued and outstanding shares and other equity interests in or of VCI\n(such share purchase, the “Share Purchase”) in exchange for 98,000,000 Class A ordinary shares of the Purchaser (“Purchaser\nClass A Ordinary Shares”) and 2,000,000 Class B ordinary shares of the Purchaser (“Purchaser Class B Ordinary Shares”);\n(b) after the Share Purchase Closing Date (as defined in the Merger Agreement), Merger Sub will merge with and into the Company with\nthe Company being the surviving entity (the “Reincorporation Merger Surviving Corporation”) and becoming a wholly\nowned subsidiary of the Purchaser (the “Reincorporation Merger”), and (c) following the Reincorporation Merger, the\nReincorporation Merger Surviving Corporation shall convert to a business company with limited liability of the British Virgin Islands\n(the “Redomestication”). The Merger Agreement and the transactions contemplated therein were unanimously approved\nby the board of directors of the Company. In addition to the foregoing, on the date on which the Closing (as defined below) occurs, the\nPurchaser shall issue and deliver (i) the Additional Closing Shares, (ii) the Debt Shares and (iii) the Commitment Shares; each as described\nin the Merger Agreement.\n\n \n\n3\n\n \n\n \n\nFollowing\nthe closing of the Reincorporation Merger (the “Closing”), certain shareholders (the “Earnout Shareholders”)\nshall have the right to receive up to an aggregate of 27,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for\nshare splits, dividends, and similar events), which shall vest as follows: (i) 10,000,000 Purchaser Class A Ordinary Shares if the volume-weighted\naverage price of the Class A Ordinary Shares equals or exceeds $15.00 over any 20 trading days within any 30 trading day period during\nthe five years following the Closing; (ii) 15,000,000 Purchaser Class A Ordinary Shares if the consolidated revenue and other income\nequals or exceeds $500,000,000 for any four consecutive fiscal quarters during the five years commencing from the first day of the fiscal\nquarter following the Closing; and (iii) 2,000,000 Purchaser Class A Ordinary Shares if the Purchaser declares a dividend of at least\n$20,000,000 in cash or equivalent value in treasury shares within three years following the Closing.\n\n \n\nThe\nShare Purchase, the Reincorporation Merger, the Redomestication, and other transactions contemplated by the Merger Agreement (the “VCI\nBusiness Combination”) are expected to be consummated after obtaining the required approval by the shareholders of the Company\nand VCI and the satisfaction of certain other customary closing conditions.\n\n \n\nThe\nMerger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed\nMerger is subject to certain conditions as further described in the Merger Agreement.\n\n \n\nThe\nforegoing description of the Original Merger Agreement does not purport to be complete and is qualified in its entirety by the terms\nand 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\n9, 2025, and incorporated by reference herein.\n\n \n\nThe\nforegoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions\nof 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\nby reference herein.\n\n \n\nVoting\nand Support Agreements\n\n \n\nConcurrently\nwith the execution of the Original Merger Agreement, IMAQ, VCI, VNB and a shareholder of VCI (the “Supporting Shareholder”)\nentered into a voting and support agreement (the “Support Agreement”) pursuant to which the Supporting Shareholder\nhas agreed, among other things, to vote in favor of the share purchase, the adoption of the Merger Agreement and any other matters necessary\nor reasonably requested by the Company and the Purchaser or the VCI for consummation of the share purchase and the other transactions\ncontemplated by the Merger Agreement.\n\n \n\nIn\naddition, the Supporting Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer\nthe shares of VCI owned of record and beneficially by such Supporting Shareholders or over which such Supporting Shareholders have voting\npower, prior to the earlier to occur of (a) the closing of the share purchase, (b) the termination of the Merger Agreement, and (c) written\nagreement with the Supporting Shareholder and the Company and Purchaser.\n\n \n\nThe\nforegoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions\nof 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\nby reference herein.\n\n \n\nAgreement\nRegarding Representations and Warranties\n\n \n\nConcurrently\nwith the execution of the Original Merger Agreement, IMAQ and certain principal shareholders (the “Principal Shareholders”)\nof VNB and VCI entered into an agreement (the “RW Agreement”) pursuant to which each of the Principal Shareholders\nrepresents and warrants to the Company and the Purchaser that the representations and warranties contained in Article IV of the Original\nMerger Agreement (*Representations and Warranties of the Company Group)* is true, correct and complete as of the date of the RW\nAgreement and as of the Closing Date.\n\n \n\nThe\nforegoing description of the RW Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions\nof 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\nby reference herein.\n\n \n\n4\n\n \n\n \n\nEquity\nLine Of Credit Agreement\n\n \n\nOn\nApril 20, 2025, the Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with White\nLion Capital LLC, a Nevada limited liability company (“Investor”). Under the terms of the Equity Line Agreement, the\nCompany 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\nin aggregate gross purchase price of newly issued shares of the Company’s common stock, with an option for the Company to increase\nthis amount to $500,000,000 (the “Commitment Amount”), subject to certain limitations and conditions set forth in\nthe Equity Line Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms by the\nEquity Line Agreement.\n\n \n\nIn\nconnection with the consummation of the transactions contemplated by a business combination agreement (the “BCA Closing”),\nthe Company will assign the Equity Line Agreement to the Purchaser and the Purchaser shall be deemed to be the Company as if it were\nthe original signatory to the Equity Line Agreement.\n\n \n\nPursuant\nto terms of the Equity Line Agreement, the Company is required to use its commercially reasonable efforts to file with the SEC a registration\nstatement covering the shares to be acquired by the Investor within thirty (30) days following the date of the BCA Closing.\n\n \n\nThe\nCompany’s right to drawdown from the Equity Line will commence on the first trading day following the Closing and ending on the\nearlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares (as defined in Equity\nLine Agreement) pursuant to the Equity Line Agreement equal to the Commitment Amount or (ii) 36 months following the first trading day\nupon the Closing with an option to increase to 60 months at the Company’s sole discretion following $100,000,000 in gross investment\nby the Investor (the “Commitment Period”), in each case subject to the terms and conditions set forth in the Equity\nLine Agreement, as described in more detail below.\n\n \n\nDuring\nthe Commitment Period, subject to the terms and conditions of the Equity Line Agreement, including that there be an effective registration\nstatement relating to the transactions contemplated by the Equity Line Agreement, the Company may deliver written purchase notices (each\na “Regular Purchase Notice”) to the Investor when the Company exercises its right to sell shares (the delivery date\nof any such notice, the “Regular Purchase Notice Date”). The Investor’s purchase price will be the lower of\n(i) the closing price of the Company’s common Stock prior to the receipt of the applicable Regular Purchase Notice or (ii) the\nproduct of (a) the lowest daily volume-weighted average price of the Company’s common stock during the two (2) consecutive business\ndays commencing on and including the Regular Purchase Notice Date and (b) ninety-eight percent (98%). Investor’s committed obligation\nunder each Regular Purchase Notice shall not exceed $5,000,000 and the number of share sold pursuant to the Regular Purchase Notice may\nnot exceed the lesser of (i) 40% of the previous 5-days’ Average Daily Trading Volume immediately preceding receipt of the Regular\nPurchase Notice or (ii) $5,000,000 divided by the highest closing price of the Company’s common stock over the most recent five\n(5) Business Days immediately preceding the receipt of the Regular Purchase Notice (the “Regular Purchase Limit”).\nNotwithstanding the foregoing, Investor may waive the Regular Purchase Limit at any time to allow the Investor to purchase additional\nshares under a Regular Purchase Notice.\n\n \n\nIn\naddition, during the Commitment Period, subject to the terms and conditions of the Equity Line Agreement, including that there be an\neffective registration statement relating to the transactions contemplated by the Equity Line Agreement, the Company may deliver a written\nrapid purchase notice (the “Rapid Purchase Notice”) to the Investor when the Company exercises its right to sell shares\n(the delivery date of such notice, the “Rapid Purchase Notice Date”). The Investor’s rapid purchase price will\nbe 98% of the lowest traded price of the Company’s common stock one (1) hour following the confirmation of the receipt of the Rapid\nPurchase Notice by the Investor.\n\n \n\nThe\nInvestor’s committed obligation under the Rapid Purchase Notice shall not exceed $5,000,000, and the number of shares sold pursuant\nto the Rapid Purchase Notice may not exceed $5,000,000 divided by the highest closing price of the Company’s common stock over\nthe most recent five Business Days immediately preceding receipt of the subject Purchase Notice. Notwithstanding the foregoing, Investor\nmay waive the Rapid Purchase Notice Limit at any time to allow the Investor to purchase additional shares under the Rapid Purchase Notice.\n\n \n\n5\n\n \n\n \n\nThe\nCompany is not entitled to draw on the Equity Line Agreement unless each of the following additional conditions is satisfied: (i) a registration\nstatement is and remains effective for the resale of securities in connection with the Equity Line Agreement; (ii) each of the Company’\nrepresentations and warranties set forth in the Equity Line Agreement is true and correct (subject to qualifications as to materiality\nset forth therein) as of such time; (iii) the Company shall have complied with its obligations in all material respects; (iv) no statute,\nrule, regulation, executive order, decree, ruling, or injunction shall have been enacted, entered, promulgated, or adopted by any court\nor governmental authority that prohibits or directly and materially adversely affects any of the transactions contemplated by the Equity\nLine Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting\nany of the transactions contemplated by the Equity Line Agreement; (v) since the date of filing of the Company’s most recent annual\nreport or quarterly report filed pursuant to the Exchange Act, no event that had or is reasonably likely to have a Material Adverse Effect\nhas occurred; (vi) the trading of the Company’s common stock shall not have been suspended by the SEC or the Principal Market,\nor otherwise halted for any reason; (vii) the number of Purchase Notice Shares purchased by Investor is limited to the beneficial ownership\nlimitation, which is 4.99% of outstanding shares, or up to 9.99% with 61 days’ notice; (viii) the Company shall be free from any\n“stock promotion” flag; (ix) the Company shall have no knowledge of any event more likely than not to have the effect of\ncausing the effectiveness of the registration statement to be suspended or any prospectus or prospectus supplement failing to meet the\nrequirement of Sections 5(b) or 10 of the Securities Act; (x) the issuance of the Purchase Notice Shares shall not violate the shareholder\napproval requirements of the Principal Market; (xi) the Company’s common Stock must be DWAC Eligible and not subject to a “DTC\nchill”; (xii) all reports, schedules, registrations, forms, statements, information and other documents required to have been filed\nby 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\ntime periods prescribed for such filings; (xiii) the Exchange Cap has not been reached; (xiv) the irrevocable transfer agent instructions\nshall have been delivered by the Company to, and acknowledged in writing by, the transfer agent of the Company; and (xv) certain other\nconditions as set forth in the Equity Line Agreement.\n\n \n\nIn\nconsideration of the Investor’s execution and delivery of the Equity Line Agreement, the Company shall cause the Transfer Agent\nto 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\nBusiness Day prior to the effectiveness of the Registration Statement and (ii) the Business Day prior to the date that the Investor delivers\na written request to the Company for the Commitment Shares (provided that such request cannot be within 180 days following the Closing).\nFor the avoidance of doubt, all of the Commitment Shares shall only be fully earned upon a successful Closing with VCI and the issuance\nof the Commitment Shares is contingent upon the Closing with VCI.\n\n \n\nThe\nforegoing description of the Equity Line Agreement does not purport to be complete and is qualified in its entirety by the terms and\nconditions 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,\n2025, and incorporated by reference herein.\n\n \n\nSecurities\nPurchase Agreement\n\n \n\nOn\nNovember 10, 2023, the Company entered into a Securities Purchase Agreement (“2023 SPA”) with JC Unify Capital (Holdings)\nLimited, a BVI company (“JC Unify” or  the “Buyer”), the Prior Sponsor, and Shibasish\nSarkar, (“Seller”, together with the Prior Sponsor the “Sellers”), and as amended on January\n31, 2024 (the “Securities Purchase Agreement”), pursuant to which the Prior Sponsor agreed to sell, and the Buyer\nagreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents 76% of the total Company\nSecurities (as defined in the Securities Purchase Agreement) owned by the Prior Sponsor for an aggregate purchase price of $1.00.\n\n \n\nOn\nJanuary 31, 2024, the Company entered into the First Amendment to the Securities Purchase Agreement (the “First Amendment”)\nwith the Prior Sponsor, Buyer and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other\nthings, (i) the Prior Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private\nplacement units of the Company, which represents 76% of the total company securities owned by the Prior Sponsor,  (ii) the Sellers\nshall deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and\ndirectors of IMAQ, other than the officer and director(s) as mutually agreed, whose resignations shall be effective on the 10th day following\nthe mailing to stockholders of a Schedule 14F or proxy statement pursuant to the rules of the SEC advising stockholders of a Change in\nControl of the Board of Directors (iii) in connection with the issuance of a $1,300,000 promissory note by the Buyer to the Company,\nIMAQ shall issue (i) 100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination,\n(iv) out of the $300,000 fee due to Chardan Capital Markets LLC (the “Chardan”), $50,000 shall be rebated via wire\ntransfer from the Chardan to the Prior Sponsor at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall\npurchase directors and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer\nor director of IMAQ prior to the signing of the Securities Purchase Agreement (“Initial Officers and Directors”) with\ncoverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best\nefforts to include a provision in the definitive business combination agreement, stipulating that the potential target will refrain from\ninitiating any legal action against Initial Officers and Directors of the Company, except in the event of fraud, negligence or bad faith\nprior to their resignations. \n\n \n\n6\n\n \n\n \n\n Lock-Up\nAgreements\n\n \n\nOn\nMarch 11, 2025, in connection with the closing of the Securities Purchase Agreement, the Company entered into lock-up agreements with\nthe Prior Sponsor and Ontogeny Capital LTD (“Ontogeny”, and together with the Prior Sponsor, the “Locked-up\nParties”), respectively, pursuant to which the Locked-up Parties agree, subject to certain customary exceptions, not to transfer,\noffer, sell, contract to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ\nreceived or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any shares of common\nstock of IMAQ, or any securities convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case,\nheld by, or beneficially owned by, the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month\nafter the closing of the Business Combination (the “Lock-Up Agreements”).\n\n \n\nThe\nforegoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions\nof the Lock-Up Agreements, copies of which are filed as Exhibit 10.5 and Exhibit 10.6, to the Current Report on Form 8-K filed on March\n14, 2025, and incorporated by reference herein.\n\n \n\nJoinder\nAgreement\n\n \n\nIn\nconnection with its IPO, the Company entered into a Stock Escrow Agreement on July 28, 2021 (the “Stock Escrow Agreement”),\nwith Continental Stock Transfer & Trust Company (the “Escrow Agent”) and the Initial Stockholders (as defined\nin the Stock Escrow Agreement) of the Company.\n\n \n\nOn\nMarch 11, 2025, the Buyer entered into a joinder agreement (the “Joinder Agreement”) with IMAQ and the Escrow Agent,\npursuant 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\nAgreement as an Initial Stockholder in the same manner as if it was an original signatory to the Stock Escrow Agreement.\n\n \n\nThe\nforegoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions\nof the Joinder Agreement, copies of which are filed as Exhibit 10.7, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated\nby reference herein.\n\n \n\nTermination\nof Indemnity Agreements\n\n \n\nPursuant\nto Section 1.05(b) of the 2023 SPA, wherein the Seller must deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas\nJoshi as a buyer closing condition, the Company has entered into termination agreements with each of Shibasish Sarkar and Vishwas Joshi\ndated as of March 11, 2025 (the “Termination of Indemnity Agreements”).\n\n \n\nThe\nforegoing description of the Termination of Indemnity Agreements does not purport to be complete and is qualified in its entirety by\nthe terms and conditions of the Termination of Indemnity Agreements, copies of which are filed as Exhibit 10.8 and Exhibit 10.9, to the\nCurrent Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.\n\n \n\n7\n\n \n\n \n\nVCI\nLoan Agreement\n\n \n\nOn April 20, 2025, the\nCompany entered into a non-interest bearing unsecured loan (the “VCI Loan Agreement”) to provide a maximum\naggregate amount of $499,900 (the “VCI Loan”) to VCI and VNB (collectively referred to as the\n“Borrower”) to be used by the Borrower exclusively for the expenses directly arising out of the VCI Business\nCombination (the “Transaction”) or as otherwise agreed upon by the Company. As of March 31,2026, the Company had\nprovided the full $499,900 loan to VCI pursuant to this agreement.\n\n \n\nThe\nVCI Loan bears no interest and the Borrower shall repay the principal amount of the VCI Loan within thirty (30) days of the earlier of:\n(i) the termination of the Merger Agreement, except where such termination shall have resulted from material breach by the Company of\nthe Merger Agreement, then the VCI Loan shall be waived, (ii) the date on which the parties determine that the parties will not be able\nto consummate the Transaction. VCI and VNB will be jointly and severally liable for the repayment of the principal amount of the VCI\nLoan. Upon a successful consummation of the Transaction, the VCI Loan repayment may be waived at the option of the Borrower.\n\n \n\nThe\nforegoing description of the VCI Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions\nof 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\nby reference herein.\n\n \n\nAmendments\nto Unsecured Promissory Notes – Related Party\n\n \n\nIMAQ\nissued four unsecured promissory notes to the Prior Sponsor, dated as of January 14, 2022, and as amended on March 29, 2022 (the “Amended\nPost-IPO Promissory Note”), dated as of August 10, 2022 (the “August 2022 Promissory Note”), November 18,\n2022 (the “November 2022 Promissory Note”), and February 14, 2023 (the “February 2023 Promissory Note”,\ntogether with Amended Post-IPO Promissory Note, August 2022 Promissory Note and November 2022 Promissory Note, the “CCM Prior\nNotes”).\n\n \n\nOn\nMarch 11, 2025, the Company entered into four amendments to the CCM Prior Notes, the amendment to the Amended Post-IPO Promissory Note\n(the “Second Amended Post-IPO Note”), the amendment to the August 2022 Promissory Note (the “Amended August\n2022 Note”), the amendment to November 2022 Promissory Note (the “Amended November 2022 Note”), and the\namendment to February 2023 Promissory Note (the “Amended February 2023 Note”, together with the Second Amended Post-IPO\nNote, the Amended August 2022 Note and the Amended November 2022 Note, the “Amendments to the CCM Promissory Notes”)\nwith the Prior Sponsor. Pursuant to the Amendments to the CCM Promissory Notes, the Prior Sponsor shall receive 75,000, 89,500, 30,000\nand 12,156 Shares of Common Stock pursuant to the Second Amended Post-IPO Note, Amended August 2022 Note, Amended November 2022 Note\nand Amended February 2023 Note, respectively, which equals to an aggregate of 206,656 Shares of Common Stock after the date on which\nthe Company consummates a Business Combination as final and full settlement of all outstanding amounts owed under the CCM Prior Notes\nissued to the Prior Sponsor by the Company, which shall be subject to a 12-month lock-up as described in the Lock-Up Agreement dated\nMarch 11, 2025.\n\n \n\nThe\nforegoing description of the Amendments to the CCM Promissory Notes does not purport to be complete and is qualified in its entirety\nby the terms and conditions of the Amendments to the CCM Promissory Notes, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit\n10.3, and Exhibit 10.4, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.\n\n \n\n8\n\n \n\n \n\nIssuance\nof Promissory Notes – JC Unify\n\n \n\nOn\nJanuary 31, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the “January\n2024 Promissory Note”) to the Buyer. Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company\nan 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\nthan the date on which the Company terminates or consummates an initial business combination. Such January 2024 Promissory Note is convertible\ninto units having the same terms and conditions as the private placement units, at the price of $10.00 per unit, at the option of the\nBuyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory\nNote available to the Company, the Company shall issue to the Buyer (a) 100,000 new units at the closing of the Business Combination,\nwhich shall be identical in all respects to the private placement units issued at the Company’s initial public offering (the “New\nUnits”), and (b) 847,675 shares of Common Stock of the Company (the “Additional Securities”) of which (i)\n250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other\ncontingencies, and shall be registered for resale pursuant to the first registration statement filed by the Company or the surviving\nentity in connection with the closing of the Business Combination, or if no such registration statement is filed in connection with the\nclosing of the Business Combination, the first registration statement filed subsequent to the closing of the Business Combination, which\nwill be filed no later than 30 days after the closing of the Business Combination and declared effective no later than 60 days after\nthe closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions\napplied to the insider shares described in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction\nwith the closing of a Business Combination.\n\n \n\nOn\nFebruary 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $530,000 (the “Promissory\nNote B”) to the Buyer. Pursuant to Promissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to\n$530,000. The Promissory Note B shall be payable promptly on demand and in any event, no later than the date on which the Company terminates\nor consummates an initial business combination. The Promissory Note B is convertible into units having the same terms and conditions\nas the private placement units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The Promissory\nNote B does not bear interest. The proceeds of Promissory Note B will be used by the Company to pay various expenses of the Company,\nincluding any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital\npurposes.\n\n \n\nOn\nFebruary 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $470,000 (the “Promissory\nNote C”) to the Buyer. Pursuant to Promissory Note C, the Buyer agreed to loan to the Company an aggregate amount of up to\n$470,000. The Promissory Note C shall be payable promptly on demand and in any event, no later than the date on which the Company terminates\nor consummates an initial business combination. The Promissory Note C is convertible into units having the same terms and conditions\nas the private placement units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The Promissory\nNote C does not bear interest. The proceeds of the Promissory Note C will be used by the Company to pay various expenses of the Company,\nincluding any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital\npurposes.\n\n \n\nOn\nMarch 28, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of up to $600,000 (the “Promissory\nNote D”) to the Buyer. Pursuant to Promissory Note D, the Buyer agreed to loan to the Company an aggregate amount of up to\n$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\nor consummates an initial business combination. The Promissory Note D is convertible into units consisting of one share of Common Stock\nof the Company and one right to receive one-twentieth of one share of Common Stock of the Company (together, the “Promissory\nNote D Conversion Securities”), with no fractional Promissory Note D Conversion Securities to be issued upon conversion, and\nhas the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest.\nThe proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend\nthe period of time the Company has to consummate an initial business combination, and for working capital purposes.\n\n \n\nAmendments\nto Promissory Notes – JC Unify\n\n \n\nOn\nJune 28, 2024, the Company entered into amendments to the January 2024 Promissory Note, Promissory Note B and Promissory Note C (the\nJanuary 2024 Promissory Note, Promissory Note B and Promissory Note C are collectively referred to as the “JC Unify Prior Notes”)\nwith Buyer (the “Amendments to the JC Unify Prior Notes”). Pursuant to the Amendments to the JC Unify Prior Notes,\nthe Buyer has the right to convert the JC Unify Prior Notes into units consisting of one share of Common Stock of the Company and one\nright to receive one-twentieth of one share of Common Stock of the Company (together, the “JC Unify Prior Notes Conversion Securities”),\nwith no fractional JC Unify Prior Notes Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify\nPrior Notes into JC Unify Prior Notes Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing\nof the Business Combination. The Amendments to the JC Unify Prior Notes also amended the events of default, so that the failure of the\nCompany to issue JC Unify Prior Notes Conversion Securities constitutes a failure to make required payments, constituting an event of\ndefault.\n\n \n\nAs\nof March 31, 2026 and 2025, $2,900,000 and $2,659,713 were outstanding under all the JC Unify promissory notes issued to the Buyer, respectively. \n\n \n\n9\n\n \n\n \n\nIssuance\nof Unsecured Promissory Note – Wei-Hua Chang\n\n \n\nOn\nApril 20, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of up to $3,000,000 (the “Promissory\nNote E”) to Wei-Hua Chang (the “Promissory Note E Lender”). Pursuant to the Promissory Note E, the Promissory\nNote 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\non demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The\nPromissory Note E is convertible into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth\nof one share of Common Stock of the Company (together, the “Promissory Note E Conversion Securities”), with no fractional\nPromissory Note E Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing\nof the Business Combination. The Promissory Note E does not bear interest. The proceeds of Promissory Note E will be used by the Company\nto pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business\ncombination, and for working capital purposes.\n\n \n\nAs of March 31, 2026 and 2025, $674,672 and $0 were outstanding under\nPromissory Note E, respectively.\n\n \n\nThe\nforegoing description of Promissory Note E does not purport to be complete and is qualified in its entirety by the terms and conditions\nof 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\nby reference herein.\n\n \n\nDeparture\nof Director or Certain Officers\n\n \n\nOn\nDecember 12, 2023, Paul F. Pelosi Jr. notified the Company that he is resigning from the Board of Directors (the “Board”)\nof the Company effective immediately. Mr. Pelosi Jr.’s resignation is pursuant to the execution of a Securities Purchase Agreement\ndated as of November 10, 2023 entered into between the Buyer, the Prior Sponsor, the Company and Shibasish Sarkar, and it was not as\na result of any disagreement with the Company or the Board. Effective upon Mr. Pelosi’s resignation as a Director, the size of\nthe Company’s Board was reduced from seven to six Directors.\n\n \n\nOn\nDecember 17, 2023, David M. Taghioff, Deepak Nayar, Klaas P. Baks, and Suresh Ramamurthi notified the Company that they are resigning\nfrom the Board of the Company effective immediately. The resignation of David M. Taghioff, Deepak Nayar, Klaas P. Baks, and Suresh Ramamurthi\nis pursuant to the execution of a Securities Purchase Agreement dated as of November 10, 2023 entered into between the Buyer, the Prior\nSponsor, the Company and Shibasish Sarkar, it was not as a result of any disagreement with the Company or the Board. Effective upon the\nresignation of David M. Taghioff, Deepak Nayar, Klaas P. Baks, and Suresh Ramamurthi Directors, the size of the Company’s Board\nwas reduced from six to two Directors. David M. Taghioff, Klaas P. Baks, and Suresh Ramamurthi were members of the Company’s Compensation\nCommittee and David M. Taghioff, Deepak Nayar, Klaas P. Baks, and Suresh Ramamurthi were members of the Company’s Audit Committee.\n\n \n\nOn\nFebruary 13, 2024, the Company held its annual meeting of stockholders (the “2024 February Annual Meeting”). At the\n2024 February Annual Meeting, Sanjay Wadhwa and Shibasish Sarkar were appointed as Class I directors with a term expiring at the Company’s\nannual general meeting to be held in 2025; Claudius Tsang and Yu-Ping Edward Tsai were appointed as Class II directors with a term expiring\nat the Company’s annual meeting to be held in 2026; and Daung-Yen Lu, Yao Chin Chen, and Chih Young Hung were appointed as Class\nIII directors with a term expiring at the Company’s annual meeting to be held in 2027.\n\n \n\nOn\nFebruary 27, 2024, the Company received the resignation of Mr. Sanjay Wadhwa as Director of the Company. Mr. Wadhwa’s resignation\nwas not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.\nEffective upon Mr. Sanjay’s resignation as a Director, the size of the Company’s Board was reduced from seven to six Directors.\n\n \n\nOn\nJune 20, 2024, the Company received the resignation of Mr. Chih Young Hung as Director of the Company. Mr. Hung’s resignation was\nnot the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or\npractices. Mr. Hung was the Chairman of the Company’s Compensation Committee and Audit Committee.\n\n \n\n10\n\n \n\n  \n\nOn\nJuly 2, 2024, the Company received the resignation of Mr. Daung-Yen Lu as Director of the Company. Mr. Lu’s resignation was not\nthe result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.\nMr. Lu was a member of the Company’s Compensation Committee and Audit Committee.\n\n  \n\nOn\nJuly 2, 2024, the Company received the resignation of Mr. Yu-Ping Tsai as Director of the Company. Mr. Tsai’s resignation was not\nthe result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.\nMr. Tsai was a member of the Company’s Compensation Committee and Audit Committee.\n\n  \n\nOn\nJuly 4, 2024, the Company received the resignation of Mr. Claudius Tsang as Director of the Company. Mr. Tsang’s resignation was\nnot the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or\npractices.\n\n \n\nOn\nAugust 6, 2024, the Company received the resignation of Mr. Yao Chin Chen as Director of the Company. Mr. Chen’s resignation was\nnot the result of any disagreement with the Company. Effective upon Mr. Chen’s resignation as a Director, the size of the Company’s\nBoard was reduced to four Directors.\n\n \n\nOn\nAugust 6, 2024, the Board appointed Mr. Hsu-Kao Cheng as Class III director of the Board, to fill in the vacancy created by the resignation\nof Mr. Chih Young Hung with effect from August 6, 2024 until the Company’s annual meeting to be held in 2027. The Board has determined\nthat Mr. Cheng is an “independent director” as that term is defined under the List Rules of the Nasdaq. Mr. Cheng shall serve\nas the Chairman of the Audit Committee and the Compensation Committee of the Board.\n\n \n\nOn\nAugust 6, 2024, the Board of the Company appointed Mr. Tao-Chou Chang as Class III director of the Board, to fill in the vacancy created\nby the resignation of Mr. Daung-Yen Lu with effect from August 6, 2024 until the Company’s annual meeting to be held in 2027. The\nBoard has determined that Mr. Chang is an “independent director” as that term is defined under the Listing Rules of Nasdaq.\nMr. Chang shall serve as a member of the Company’s Audit Committee and the Compensation Committee of the Board.\n\n \n\nOn\nAugust 6, 2024, the Board of the Company appointed Mr. Ming-Hsien Hsu as Class II director of the Board, to fill in the vacancy created\nby the resignation of Mr. Yu-Ping Tsai with effect from August 6, 2024 until the Company’s annual meeting to be held in 2026. The\nBoard has determined that Mr. Hsu is an “independent director” as that term is defined under the Listing Rules of Nasdaq.\nMr. Hsu shall serve as a member of the Company’s Audit Committee and the Compensation Committee of the Board.\n\n \n\nOn\nMarch 11, 2025, the Company received the resignation of Mr. Shibasish Sarkar as the Chief Executive Officer and as Class I director of\nthe Company’s board of directors effective immediately. Mr. Sarkar’s resignation was not the result of any disagreement with\nthe Company or the Board. Mr. Sarkar was the Chairman of the Board and the principal accounting and financial officer.\n\n \n\nThe\nBoard of the Company appointed Ms. Yu-Fang Chiu to serve as Chief Executive Officer, Chief Financial Officer, and Chairman of the Board,\nto fill in the vacancy created by the resignation of Mr. Shibasish Sarkar with effect from March 11, 2025 until the Company’s annual\nmeeting to be held in 2028 and until her successor is duly elected and qualified or until her earlier death, resignation or removal.\n\n \n\nSources\nof Potential Business Combination Targets\n\n* *\n\nWe\nanticipate completing the VCI Business Combination. In the event, however, we do not complete the VCI Business Combination, we believe\nthat the operational and transactional experience of our management team and their respective affiliates and related entities and the\nrelationships they have developed as a result of such experience, will provide us with a number of potential alternative business combination\ntargets. We believe that these networks of relationships and this experience will provide us with important sources of opportunities.\nIn addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including\ninvestment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.\n\n \n\n11\n\n \n\n \n\nOur\nacquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to\nthe merits of the VCI Business Combination or any other potential business combination may be based, to the extent relevant, on these\ngeneral guidelines as well as other considerations, factors and criteria that our management may deem relevant. Our ability to consummate\nthe VCI Business Combination or any alternative business combination, or the operations of a target business with which we ultimately\nconsummate a business combination, may be materially adversely affected by factors beyond our control.\n\n* *\n\nOther\nAcquisition Considerations\n\n \n\nIf\nwe do not complete the VCI Business Combination, we are not prohibited from pursuing an alternative initial business combination with\na business combination target that is affiliated with our Prior Sponsor, officers or directors (or their respective affiliates or related\nentities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors\n(or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company\nthat is affiliated with our Prior Sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee\nof independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly\nrenders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business\ncombination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.\n\n \n\nOur Prior Sponsor, officers, and directors have agreed that we will\nhave until July 2, 2026 (or until January 2, 2027 if we fully extend the date to consummate a business combination) to complete our initial\nbusiness combination (the “Combination Period”). If we are unable to complete our initial business combination within\nthe Combination Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible\nbut not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate\namount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released\nto IMAQ to pay income and other tax obligations owed by IMAQ, divided by the number of then outstanding public shares, which redemption\nwill completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,\nif any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of\nIMAQ’s remaining stockholders and their board of directors, dissolve and liquidate, subject in each case to IMAQ’s obligations\nunder Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights\nor liquidating distributions with respect to our public warrants, public rights or private placement warrants. The warrants and rights\nwill expire worthless if we fail to complete our initial business combination within the Combination Period.\n\n \n\nUnless\nwe complete our initial business combination with a company that is affiliated with our Prior Sponsor, officers or directors (or their\nrespective affiliates or related entities), we or a committee of independent directors, are not required to obtain an opinion from an\nindependent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are\nseeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point\nof view. We are not required to obtain such an opinion in any other context. If no opinion is obtained, our stockholders will be relying\non the judgment of our Board of Directors, who will determine fair market value based on standards generally accepted by the financial\ncommunity. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related\nto our initial business combination.\n\n \n\nMembers\nof our management team may directly or indirectly own our Class A ordinary shares and/or private placement units following the IPO, and,\naccordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which\nto effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect\nto evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a\ntarget business as a condition to any agreement with respect to our initial business combination. \n\n \n\n12\n\n \n\n \n\nIn\ngeneral, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business\nopportunities to a corporation if:\n\n \n\n●the\ncorporation could financially undertake the opportunity;\n\n \n\n●the\nopportunity is within the corporation’s line of business; and\n\n \n\n●it\nwould not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.\n\n \n\nAccordingly, as a result of multiple business affiliations, our officers\nand directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple\nentities. Furthermore, our certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect\nto any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or\ncontractual obligations they may have. In order to minimize potential conflicts of interest which may arise from multiple affiliations,\nour officers and directors (other than our independent directors) have agreed to present to us for our consideration, prior to presentation\nto any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1) our execution of a merger\nagreement in connection with an initial business combination and (2) July 2, 2026 (or January 2, 2027, if we fully extend the date to\nconsummate a business combination). This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such\nofficer or director may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination\nopportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual obligations, he or she will honor\nhis or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to\nus if such entity rejects the opportunity.\n\n \n\nOur\nPrior Sponsor, Buyer, officers and directors are, and may become a sponsor, an officer or director of other special purpose acquisition\ncompanies with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Notwithstanding\nthat, such officers and directors will continue to have a pre-existing fiduciary obligation to us, and we will, therefore, have priority\nover any special purpose acquisition companies they subsequently join.\n\n \n\nRedemption\nRights for Holders of the Public Shares\n\n \n\nThe\nCompany will provide the holders (the “public stockholders”) of the shares of common stock included in the Units sold\nin the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public\nShares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business\nCombination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination\nor conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their\nPublic Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus\nany pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income and other\ntax obligations owed by IMAQ). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s\nrights or warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon\nthe completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”)\nAccounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity (“ASC 480”). \n\n \n\nAutomatic\nDissolution and Subsequent Liquidation of the Trust Account if No Business Combination\n\n \n\nIf IMAQ does not consummate the Business Combination and fails to consummate\nan initial business combination by July 2, 2026 (or January 2, 2027, if it exercises its option to extend the date to consummate a business\ncombination), then, pursuant to the amended and restated certificate of incorporation, IMAQ will be required to dissolve and liquidate\nas soon as reasonably practicable, unless IMAQ seeks stockholder approval to amend and restate IMAQ’s certificate of incorporation\nto extend the date by which the Company has to consummate a business combination. As a result, this has the same effect as if IMAQ had\nformally gone through a voluntary liquidation procedure under Delaware law. Accordingly, no vote would be required from the IMAQ stockholders\nto commence such a voluntary winding up, dissolution and liquidation. If IMAQ is unable to consummate the Business Combination within\nthe Combination Period, it will, (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible\nbut not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate\namount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released\nto IMAQ to pay income and other tax obligations owed by IMAQ, divided by the number of then outstanding public shares, which redemption\nwill completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,\nif any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of\nIMAQ’s remaining stockholders and their board of directors, dissolve and liquidate, subject in each case to IMAQ’s obligations\nunder Delaware law to provide for claims of creditors and the requirements of other applicable law. The Prior Sponsor has agreed not to\npropose, or vote in favor, of an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or\ntiming of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination by\nJuly 2, 2026 (or January 2, 2027, if it exercises its option to extend the date to consummate a business combination), unless the Company\nprovides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. In the event\nof its dissolution and liquidation, the IMAQ warrants and rights will expire and will be worthless.\n\n \n\n13\n\n \n\n \n\nThe\nproceeds deposited in the trust account could, however, become subject to the claims of IMAQ’s creditors which would have higher\npriority than the claims of its public stockholders. IMAQ cannot guarantee that the actual per-share redemption amount received by stockholders\nwill not be substantially less than $10.00. Under Section 281(b) of the DGCL, IMAQ’s plan of dissolution must provide for all claims\nagainst it to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These\nclaims must be paid or provided for before IMAQ makes any distribution of its remaining assets to its stockholders. While IMAQ intends\nto pay such amounts, if any, IMAQ cannot guarantee that it will have funds sufficient to pay or provide for all creditors’ claims.\n\n \n\nAlthough\nIMAQ will seek to have all vendors, service providers, prospective target businesses or other entities with which IMAQ does business\nexecute agreements with it waiving any right, title, interest and claim of any kind in or to any monies held in the trust account for\nthe benefit of IMAQ’s public stockholders, there is no guarantee that they will execute such agreements or even if they execute\nsuch agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement,\nbreach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case\nin order to gain an advantage with respect to a claim against IMAQ’s assets, including the funds held in the trust account. If\nany third party refuses to execute an agreement waiving such claims to the monies held in the trust account, IMAQ’s management\nwill perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed\na waiver if management believes that such third party’s engagement would be more beneficial to it than the alternative.\n\n \n\nIn\naddition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising\nout of, any negotiations, contracts or agreements with IMAQ and will not seek recourse against the trust account for any reason. The\nPrior Sponsor had agreed that it will be liable to IMAQ if and to the extent any claims by a third party for services rendered or products\nsold to IMAQ, or a prospective target business with which IMAQ has discussed entering into a transaction agreement, reduce the amount\nof funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account\nas of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount\nof interest which may be withdrawn to pay income and other tax obligations owed by IMAQ, except as to any claims by a third party who\nexecuted a waiver of any and all rights to seek access to the trust account and except as to any claims under IMAQ’s indemnity\nof the underwriters of IMAQ’s initial public offering against certain liabilities, including liabilities under the Securities Act.\nIn the event that an executed waiver is deemed to be unenforceable against a third party, then the Prior Sponsor will not be responsible\nto the extent of any liability for such third party claims. IMAQ has not independently verified whether the Prior Sponsor has sufficient\nfunds to satisfy its indemnity obligations and believes that the Prior Sponsor’s only assets are securities of IMAQ. IMAQ has not\nasked the Prior Sponsor to reserve for such indemnification obligations. Therefore, IMAQ cannot guarantee that the Prior Sponsor would\nbe able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available\nfor IMAQ’s initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, IMAQ\nmay not be able to complete its initial business combination, and IMAQ’s stockholders would receive such lesser amount per share\nin connection with any redemption of their public shares. None of IMAQ’s officers will indemnify IMAQ for claims by third parties\nincluding, without limitation, claims by vendors and prospective target businesses.\n\n \n\n14\n\n \n\n \n\nIn\nthe event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public\nshare held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets,\nin each case net of the amount of interest which may be withdrawn to pay income and other tax obligations owed by IMAQ, and the Prior\nSponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to\na particular claim, IMAQ’s independent directors would determine whether to take legal action against the Prior Sponsor to enforce\nits indemnification obligations. While IMAQ expects that its independent directors would take legal action on its behalf against the\nPrior Sponsor to enforce its indemnification obligations to IMAQ, it is possible that IMAQ’s independent directors in exercising\ntheir business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors\nto be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. IMAQ\nhas not asked the Prior Sponsor to reserve for such indemnification obligations and IMAQ cannot guarantee that the Prior Sponsor would\nbe able to satisfy those obligations. Accordingly, IMAQ cannot guarantee that due to claims of creditors the actual value of the per-share\nredemption price will not be less than $10.00 per public share.\n\n \n\nUnder the DGCL, stockholders may be held liable for claims by third\nparties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of IMAQ’s trust\naccount distributed to its public stockholders upon the redemption of its public shares in the event IMAQ does not complete its business\ncombination by July 2, 2026 (unless extended) may be considered a liquidating distribution under Delaware law. If the corporation complies\nwith certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against\nit, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during\nwhich the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are\nmade to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s\npro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the\nthird anniversary of the dissolution.\n\n \n\nFurthermore, if the pro rata portion of IMAQ’s trust account\ndistributed to its public stockholders upon the redemption of its public shares in the event IMAQ does not complete its business combination\nby July 2, 2026 (or January 2, 2027, if it exercises its option to extend the date to consummate a business combination), is not considered\na liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174\nof the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead\nof three years, as in the case of a liquidating distribution. If IMAQ is unable to complete its business combination by July 2, 2026 (or\nJanuary 2, 2027, if it exercises its option to extend the date to consummate a business combination), IMAQ will: (i) cease all operations\nexcept for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the\npublic shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest\nearned on the funds held in the trust account and not previously released to IMAQ to pay income and other tax obligations owed by IMAQ,\ndivided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights\nas stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly\nas reasonably possible following such redemption, subject to the approval of IMAQ’s remaining stockholders and their board of directors,\ndissolve and liquidate, subject in each case to IMAQ’s obligations under Delaware law to provide for claims of creditors and the\nrequirements of other applicable law. As such, IMAQ’s stockholders could potentially be liable for any claims to the extent of distributions\nreceived by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of such date.\n\n \n\n15\n\n \n\n \n\nBecause\nIMAQ does not comply with Section 280, Section 281(b) of the DGCL requires IMAQ to adopt a plan, based on facts known to IMAQ at such\ntime that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within\nthe subsequent 10 years. However, because IMAQ is a blank check company, rather than an operating company, and its operations are limited\nto searching for prospective target businesses to acquire, the only likely claims to arise would be from its vendors (such as lawyers,\ninvestment bankers, etc.) or prospective target businesses. Pursuant to the obligation contained in IMAQ’s underwriting agreement\ndated July 28, 2021, IMAQ required that all vendors, service providers, prospective target businesses or other entities with which it\ndoes business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust\naccount. As a result of this obligation, the claims that could be made against IMAQ are significantly limited and the likelihood that\nany claim that would result in any liability extending to the trust account is remote. Further, the Prior Sponsor may be liable only\nto the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such\nlesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in\nvalue of the trust assets, in each case net of the amount of interest withdrawn to pay income and other tax obligations owed by IMAQ,\nand will not be liable as to any claims under IMAQ’s indemnity of the underwriters of the initial public offering against certain\nliabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against\na third party, the Prior Sponsor will not be responsible to the extent of any liability for such third-party claims.\n\n  \n\nIf\nIMAQ files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in\nthe trust account could be subject to applicable bankruptcy law, and may be included in IMAQ’s bankruptcy estate and subject to\nthe claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust\naccount, IMAQ cannot guarantee that it will be able to return $10.00 per share to its public stockholders. Additionally, if IMAQ files\na bankruptcy petition or an involuntary bankruptcy petition is filed against IMAQ that is not dismissed, any distributions received by\nstockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”\nor a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by IMAQ’s\nstockholders. Furthermore, IMAQ’s board of directors may be viewed as having breached its fiduciary duty to its creditors and/or\nmay have acted in bad faith, thereby exposing itself and IMAQ to claims of punitive damages, by paying public stockholders from the trust\naccount prior to addressing the claims of creditors. IMAQ cannot guarantee that claims will not be brought against it for these reasons.\n\n \n\nIMAQ’s public stockholders will be entitled to receive funds\nfrom the trust account only (i) in the event of the redemption of its public shares if IMAQ does not complete its business combination\nby July 2, 2026 (or January 2, 2027, if it exercises its option to extend the date to consummate a business combination), subject to applicable\nlaw, (ii) (a) in connection with a stockholder vote to approve an amendment to its amended and restated certificate of incorporation to\nmodify the substance or timing of its obligation to allow redemption in connection with the Business Combination or to redeem 100% of\nits public shares if IMAQ has not consummated an initial business combination by July 2, 2026 (or January 2, 2027, if it exercises its\noption to extend the date to consummate a business combination), or (b) completion of an initial business combination, and then only in\nconnection with those public shares that such stockholder properly) with respect to any other provision relating to stockholders’\nrights or pre-initial business combination activity or (iii) IMAQ’s elected to redeem, subject to the limitations described in the\nfinal prospectus IMAQ filed with the SEC on July 29, 2021. In no other circumstances will a stockholder has any right or interest of any\nkind to or in the trust account.\n\n \n\nEach\nof IMAQ’s initial stockholders has agreed to waive its rights to participate in any liquidation of the Trust Account or other assets\nwith respect to any shares of IMAQ common stock they hold.\n\n \n\nPCAOB\nDevelopments\n\n \n\nWe\nare a blank check company incorporated under the laws of the State of Delaware with our office located in Miami. Our auditor, Mercurius\n& Associates LLP (“Mercurius”), headquartered in New Delhi, India, is an independent registered public accounting\nfirm registered with the United States Public Company Accounting Oversight Board (“PCAOB”) and is subject to laws\nin the United States in relation to PCAOB’s applicable professional standards.\n\n \n\n16\n\n \n\n \n\nVCI\nis located in Vietnam. However, if we were to pursue an alternative business combination with an entity with its principal business operations\nin China (including Hong Kong and Macau) (a “China-based target”), we may be subject to Holding Foreign Companies\nAccountable Act, as amended by the Consolidated Appropriations Act, 2023 (the “HFCAA”) and related regulations if\nwe pursue an opportunity with a foreign company. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies\nAccountable Act (“AHFCAA”), which, if signed into law, would amend the HFCAA and require the SEC to prohibit an issuer’s\nsecurities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead\nof three consecutive years. On December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden. The Consolidated\nAppropriations Act contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection\nyears required for triggering the prohibitions under the HFCA Act from three years to two years. For instance, the HFCAA would restrict\nour ability to consummate a business combination with a target business unless that business met certain standards of the PCAOB and would\nrequire delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for\ntwo consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled\nby a foreign government, specifically, those based in China. We may not be able to consummate a business combination with a favored target\nbusiness due to these laws.\n\n \n\nThe\ndocumentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are\nnot owned or controlled by a foreign government in the event that we use a foreign public accounting firm not subject to inspection by\nthe PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial statements because\nof a position taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare. The HFCAA mandates the\nSEC to identify issuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB\nis unable to inspect due to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed. If such\nidentified issuer’s auditor cannot be inspected by the PCAOB for two consecutive years, the trading of such issuer’s securities\non any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.\n\n \n\nFuture\ndevelopments in respect of increased U.S. regulatory access to audit information are uncertain, as the legislative developments are subject\nto the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.\n\n \n\nOther\ndevelopments in U.S. laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959,\n“Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further restrict\nour ability to complete a business combination with certain China-based businesses.\n\n  \n\nEnforceability\nof Civil Liability\n\n \n\nAll\nof our directors and officers are located outside of the United States. Further, it is uncertain if any officers and directors of the\npost-combination entity will be located inside the Unites States. As a result, it may be difficult, or in some cases not possible, for\ninvestors in the United States to enforce their legal rights, to effect service of process upon our directors or officers (prior to or\nafter the business combination) or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties\non our directors and officers under United States laws.\n\n \n\nManagement\nOperating and Investment Experience\n\n \n\nWe\nbelieve that our executive officers possess the experience, skills and contacts necessary to source, evaluate, and execute an attractive\nbusiness combination. See the section titled “Directors, Executive Officers and Corporate Governance” for information on\nthe experience of our officers and directors. Notwithstanding the foregoing, our officers and directors are not obligated to devote any\nspecific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time\nthey will devote in any time period will vary based on whether a target business has been selected for the business combination and the\nstage of the business combination process the company is in. Accordingly, once a suitable target business to consummate our initial business\ncombination with has been located, management will spend more time investigating such target business and negotiating and processing\nthe business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business.\nWe do not intend to have any full time employees prior to the consummation of our initial business combination. The past successes of\nour executive officers and directors do not guarantee that we will successfully consummate an initial business combination.\n\n \n\n17\n\n \n\n \n\nAs more fully discussed in “Conflict of Interest,” all\nof our officers and directors currently have certain pre-existing fiduciary duties or contractual obligations. As a result of multiple\nbusiness affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting\nthe above-listed criteria to multiple entities. Our certificate of incorporation provides that the doctrine of corporate opportunity will\nnot apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with\nany fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise from\nmultiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration,\nprior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1)\nour consummation of a merger agreement in connection with an initial business combination and (2) July 2, 2026 (or January 2, 2027, if\nwe exercise the option to extend the date to consummate a business combination). This agreement is, however, subject to any pre-existing\nfiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them\nbecomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual\nobligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to\nsuch entity, and only present it to us if such entity rejects the opportunity.\n\n \n\nEmerging\nGrowth Company Status and Other Information\n\n \n\nWe\nare an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities\nAct, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain\nexemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”\nincluding, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy\nstatements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval\nof any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may\nbe a less active trading market for our securities and the prices of our securities may be more volatile.\n\n \n\nIn\naddition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended\ntransition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other\nwords, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise\napply to private companies. We intend to take advantage of the benefits of this extended transition period.\n\n \n\nWe\nwill remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of\nthe date of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be\na large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as\nof the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible\ndebt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning\nassociated with it in the JOBS Act.\n\n \n\nAdditionally,\nwe are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take\nadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.\nWe will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares\nheld by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues\nequaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates\nequals or exceeds $700 million as of the end of that year’s second fiscal quarter.\n\n \n\n18\n\n \n\n \n\nConflict\nof Interest\n\n \n\nIn\ngeneral, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business\nopportunities to a corporation if:\n\n \n\n●the\ncorporation could financially undertake the opportunity;\n\n \n\n●the\nopportunity is within the corporation’s line of business; and\n\n \n\n●it\nwould not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.\n\n \n\nAs a result of multiple business affiliations, our officers and directors\nmay have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities.\nOur certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers\nor directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations\nthey may have. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors\n(other than our independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or\nentity, any suitable opportunity to acquire a target business, until the earlier of: (1) our execution of a merger agreement in connection\nwith an initial business combination and (2) July 2, 2026 (or January 2, 2027, if we exercise the option to extend the date to consummate\na business combination). This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or\ndirector may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity\nwhich is suitable for an entity to which he or she has pre-existing fiduciary or contractual obligations, he or she will honor his or\nher fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if\nsuch entity rejects the opportunity.\n\n \n\nCompetition\n\n \n\nIn\nidentifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other\nentities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and\nleveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established\nand have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these\ncompetitors possess similar or greater financial technical, human and other resources than us. Our ability to acquire a target business\nwill be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition\nof a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption\nrights may reduce the resources available to us for our initial business combination and our outstanding private placement units, and\nthe future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may\nplace us at a competitive disadvantage in successfully negotiating an initial business combination.\n\n \n\nThe\nfollowing also may not be viewed favorably by certain target businesses:\n\n \n\n●our\nobligation to seek stockholder approval of a business combination or obtain the necessary financial information to be sent to stockholders\nin connection with such business combination may delay or prevent the completion of a transaction;\n\n \n\n●our\nobligation to register the resale of the Founder Shares, as well as the Private Units (and underlying securities) and any securities\nissued to our initial stockholders, officers, directors or their affiliates upon conversion of Working Capital Loans (if any); and\n\n \n\n●the\nimpact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments\ninvolving us prior to the consummation of a business combination.\n\n \n\nAny\nof these factors may place us at a competitive disadvantage in successfully negotiating a business combination. If we succeed in effecting\na business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure\nyou that, subsequent to a business combination, we will have the resources or ability to compete effectively.\n\n \n\nEmployees\n\n \n\nIMAQ\ncurrently has one officer, Yu-Fang Chiu, who serves as the Chief Executive Officer and Chief Financial Officer. The officer is not obligated\nto devote any specific number of hours to IMAQ’s matters. The amount of time the officer will devote to IMAQ in any time period\nwill vary based on whether a target business has been selected and the stage of the Business Combination process IMAQ is in. IMAQ does\nnot have any other employees.\n\n \n\nFacilities\n\n \n\nIMAQ’s\nexecutive offices are located at 1221 Brickell Avenue, Miami, FL and its telephone number is 786-432-7588. IMAQ considers its current\noffice space adequate for its current operations.\n\n \n\n19"}