{"url_path":"/sec/imaq/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE","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":3039,"has_tables":true,"body_markdown":"ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE\n\n \n\nThe following table sets forth information about our directors and\nexecutive officers as of March 31, 2026*.*\n\n \n\nName\n \nAge\n \nPosition\n\nYu-Fang\nChiu\n \n52\n \nDirector,\nChief Executive Officer and Chief Financial Officer\n\nMing-Hsien\nHsu\n \n45\n \nIndependent\nDirector\n\nTao-Chou\nChang\n \n55\n \nIndependent\nDirector\n\nHsu-Kao\nCheng\n \n35\n \nIndependent\nDirector\n\n \n\nYu-Fang\nChiu has served as our Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer since March 11,\n2025. Since 2022, Ms. Chiu served as President of Joint Consulting CO., LTD, where she is responsible for overseeing operations and fostering\npartnerships with companies. Since 2020, Ms. Chiu served as Director of Insun Enterprise Co., where she is responsible for the sales\nand marketing of the company. From 2007 to 2016, Ms. Chiu served as a Senior Sales Manager at Prudential Life Insurance Company of Taiwan\nInc. From 2003 to 2007, Ms. Chiu served as Senior Manager at Dotcom Technology Co., LTD. From 1996 to 2002, Ms. Chiu served as Team Leader\nof Deloitte Touche Tohmatsu Limited. Ms. Chiu obtained her Bachelor of Business in Accounting from Tamkang University in 1996.\n\n \n\nHsu-Kao\nCheng has served as our Director since August 2024. Mr. Cheng has served as an Assistant Professor-level Part-time Technical Expert\nat National Chengchi University (NCCU) since 2022. Mr. Cheng has served as the Chairman of TheMoonGroup since 2018, where he is responsible\nfor charging of company operations in accordance with the law and is responsible for handling various organizational business. Mr. Cheng\nhas been the Chairman of the Taipei Digital Asset Business Association since 2023. Since July 2018, Mr. Cheng has served as an entrepreneurship\nconsultant for Taiwan’s Small and Medium Enterprises Division of the Ministry of Economic Affairs. During his tenure, Mr. Cheng\nis responsible for assisting aspiring entrepreneurs and new business owners from 0 to 1 entrepreneurial stage to solve difficulties in\ntheir business stages. Since 2022, Mr. Cheng has served as a digital transformation expert at the Digital Transformation Institute of\nthe Information Strategy Foundation, where he promotes the digital transformation of small and medium-sized manufacturing industries,\nassists in proposing new models, new products and new services, and develops digital transformation guidance guidelines. Mr. Cheng is\nalso a part-time lecturer at the Promotion Department of the Chinese Culture University, CCU and at the Industrial Promotion Office of\nMingchuan University, since July 2022 and June 2022, respectively. Mr. Cheng obtained his Master’s degree in accounting and Bachelor’s\ndegree in accounting at the National Chengchi University (NCCU) in 2018 and 2012, respectively. Mr. Cheng is a United States Certified\nPublic Accountant (CPA) and Certified Anti-Money Laundering Specialist (CAMS). Mr. Cheng’s significant experience in entrepreneurship,\ncompany operations and digital transformation makes him qualified to serve as a member of our board of directors.\n\n \n\nTao-Chou\nChang has served as our Director since August 2024. He brings over two decades of legal experience, having held a wide range of judicial\nand academic positions from 2000 to 2023. Since September 2023, Mr. Chang has been a solo practitioner at the Tao-Chou Chang Law Office,\nwhich he founded. Prior to returning to private practice, he served as a trial judge at the Taiwan High Court (September 2022 –\nAugust 2023), where he reviewed lower court decisions and presided over appellate cases. From 2019 to 2022, he was an administrative\njudge in the Criminal Department of the Judicial Yuan, overseeing the administration of Taiwan’s criminal courts. Mr. Chang’s\njudicial career includes service as Judge at the Taiwan High Court Taichung Branch (2018–2019), Division Chief Judge at both the\nTaiwan Taichung District Court (2016–2018) and the Taiwan Chiayi District Court (2014–2016), and Judge at the Taiwan Chiayi\nDistrict Court (2000–2014). In recognition of his contributions, Mr. Chang received commendations from the Judicial Yuan in 2002\nand 2010. His research has been published by the Judicial Yuan, including Juvenile Delinquency with Respect to Intellectual Property\nInfringements (2013), The Participation of Indigenous People in Criminal Trials (2017), and The System of Assigned Defenders (2020).\nIn addition to his judicial work, Mr. Chang has contributed to legal education. He served as an Adjunct Assistant Professor at National\nChung Hsing University (2017–2018) and National Chung Cheng University (2014–2016), and as an Adjunct Lecturer at National\nChiayi University in 2006. Mr. Chang earned his Ph.D. in Law and LL.M. in Intellectual Property Law from the University of Washington\nin 2013 and 2004, respectively. He also holds a Master of Laws (2001) and a Bachelor of Laws (1993) from National Taiwan University.\nHe passed Taiwan’s bar exam and the National Exam for Judges and Prosecutors in 1996, beginning his legal career as a lawyer that\nsame year. In 1998, he entered the Academy for the Judiciary under the Ministry of Justice and was appointed as a career judge in 2000.\nAfter concluding his judicial service in 2023, he resumed private legal practice. His extensive judicial background and academic expertise\ndistinguish him in Taiwan’s legal field. Mr. Chang’s deep legal knowledge and distinguished career make him exceptionally\nwell-qualified to serve on our board of directors.\n\n \n\n74\n\n \n\n \n\nMing-Hsien\nHsu has served as our director since August 2024. Since July 2024, Mr. Hsu has served as Vice President at Cathay United Bank Co.,\nLtd. At present, he is responsible for meeting the financial and investment needs of High Net Worth Individuals (HNWI). From March 2024\nto May 2024, he served as CFO of Taijia Development and Construction Co., Ltd. During his tenure, he was responsible for financial budget\nreview, fund flows management, review of financial statements and financial internal control system. From March 2023 to February 2024,\nMr. Hsu served as Assistant Vice President at O-Bank Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain\nworking capital, invest in financial products and complete project financing. From November 2022 to March 2023, Mr. Hsu served as a Vice\nPresident at KGI Bank., Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain working capital, invest\nin financial products and complete project financing. From September 2018 to September 2022, Mr. Hsu served as an Assistant Vice President\nat Taishin International Bank Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain working capital, invest\nin financial products and complete project financing. From August 2012 to September 2018, Mr. Hsu served as a Deputy Manager at Far Eastern\nInternational Bank Co., Ltd. Mr. Hsu began his career at Ta Chong Commercial Bank Co., Ltd where he served as junior manager from April\n2007 to June 2012. Mr. Hsu obtained his master’s degree in business administration from the National Cheng Kung University in 2005.\nHe obtained his Bachelor of Business Administration from Tamkang University in 2002.\n\n \n\nNumber\nand Terms of Office of Officers and Directors\n\n \n\nOur\nboard of directors consists of four directors. The term of office for director Ming-Hsien Hsu will expire at the Company’s annual\nmeeting to be held in 2026; and the term of office for directors Tao-Chou Chang, and Hsu-Kao Cheng will expire at the Company’s\nannual meeting to be held in 2027. The term of office for Yu-Fang Chiu will expire at the Company’s annual general meeting to be\nheld in 2028.\n\n \n\nOur\nofficers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms\nof office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our\nbylaws provide that the board of directors at its first meeting after each annual meeting of stockholders shall choose a Chief Executive\nOfficer and a Secretary, none of whom need be a member of the board of directors. The Secretary position is currently vacant. The board\nof directors may also choose a Chairman from among the directors, one or more Executive Vice Presidents, one or more Vice Presidents,\nAssistant Secretaries, Treasurers and Assistant Treasurers. The board of directors may appoint such other officers and agents as it shall\ndeem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined\nfrom time to time by the board of directors. The same person may hold two or more offices. \n\n \n\nDirector\nIndependence\n\n \n\nNasdaq\nrequires that a majority of our board must be composed of “independent directors,” which is defined generally as a person\nother than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion\nof the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out\nthe responsibilities of a director.\n\n \n\nThe\nBoard of Directors has determined that one of its four directors, Yu-Fang Chiu, is a non-independent director of the Company and three\nof its four directors, Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang are “independent” directors as defined in the applicable\nNasdaq listing standards and applicable SEC rules. The Board of Directors is composed of a majority of independent directors. The Company’s\naudit committee consists of three independent directors – Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang. Mr. Hsu-Kao Cheng is\nthe chair of the audit committee. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors,\nrather than for specific terms of office. \n\n \n\nOur\nindependent directors will have meetings at which only independent directors are present.\n\n \n\nWe\nwill only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable\nto us than could be obtained from independent parties. Any related-party transactions must be approved by our audit committee and a majority\nof disinterested directors.\n\n \n\n75\n\n \n\n \n\nCommittees\nof the Board of Directors\n\n \n\nOur\nboard of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited\nexception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of\nindependent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent\ndirectors.\n\n \n\n*Audit\nCommittee*\n\n \n\nOur\nAudit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Ming-Hsien Hsu, Hsu-Kao\nCheng and Tao-Chou Chang, each of whom is an independent director under the Nasdaq listing standards and under Rule 10-A-3(b)(1) of the\nExchange Act. Hsu-Kao Cheng is the Chairperson of the Audit Committee.\n\n \n\nThe\nAudit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:\n\n \n\n●reviewing\nand discussing with management and the independent registered public accounting firm the annual audited financial statements, and recommending\nto the board whether the audited financial statements should be included in our Form 10-K;\n\n \n\n●discussing\nwith management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation\nof our financial statements;\n\n \n\n●discussing\nwith management major risk assessment and risk management policies;\n\n \n\n●monitoring\nthe independence of the independent auditor;\n\n \n\n●verifying\nthe rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible\nfor reviewing the audit as required by law;\n\n \n\n●reviewing\nand approving all related-party transactions;\n\n \n\n●inquiring\nand discussing with management our compliance with applicable laws and regulations;\n\n \n\n●pre-approving\nall audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services\nto be performed;\n\n \n\n●appointing\nor replacing the independent auditor;\n\n \n\n●determining\nthe compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the\nindependent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;\n\n \n\n●establishing\nprocedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or\nreports which raise material issues regarding our financial statements or accounting policies; and\n\n \n\n●approving\nreimbursement of expenses incurred by our management team in identifying potential target businesses.\n\n \n\n76\n\n \n\n \n\n*Financial\nExperts on Audit Committee*\n\n \n\nPursuant\nto Nasdaq rules, the audit committee will at all times be composed exclusively of “independent directors” who are able to\nread and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.\n\n \n\nEach\nmember of the audit committee is financially literate and our board of directors has determined that Mr. Hsu-Kao Cheng qualifies as an\n“audit committee financial expert,” as defined under rules and regulations of the SEC, which generally is any person who\nhas past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience\nor background that results in the individual’s financial sophistication.\n\n \n\n*Director\nnominations*\n\n \n\nWe\ndo not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required\nto do so by law or NASDAQ rules. In accordance with Rule 5605(e)(2) of the NASDAQ rules, a majority of the independent directors may\nrecommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors\ncan satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing\nnominating committee. Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang will participate in the consideration and recommendation of director\nnominees. In accordance with Rule 5605(e)(1)(A) of the NASDAQ rules, all such directors are independent. As there is no standing nominating\ncommittee, we do not have a nominating committee charter in place. \n\n \n\nThe\nboard of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are\nseeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).\nOur stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.\n\n \n\nWe\nhave not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.\nIn general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of\nprofessional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent\nthe best interests of our stockholders.\n\n \n\n*Compensation\nCommittee*\n\n \n\nOur\nCompensation Committee consists of Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang, each of whom is an independent director under the\nNasdaq listing standards. Hsu-Kao Cheng is the Chairperson of the compensation committee. The compensation committee’s duties,\nwhich are specified in our Compensation Committee Charter, include, but are not limited to:\n\n \n\n●reviewing\nand approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating\nour Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration\n(if any) of our Chief Executive Officer’s based on such evaluation;\n\n \n\n●reviewing\nand approving the compensation of all of our other executive officers and reviewing and making recommendations with respect to all non-executive\nofficer compensation;\n\n \n\n●reviewing\nour executive compensation policies and plans;\n\n \n\n●implementing\nand administering our incentive compensation equity-based remuneration plans;\n\n \n\n●assisting\nmanagement in complying with our proxy statement and annual report disclosure requirements;\n\n \n\n77\n\n \n\n \n\n●approving\nall special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and\nemployees;\n\n \n\n●producing\na report on executive compensation to be included in our annual proxy statement; and\n\n \n\n●reviewing,\nevaluating and recommending changes, if appropriate, to the remuneration for directors.\n\n \n\nNotwithstanding\nthe foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to\nany of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they\nrender in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of\nan initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation\narrangements to be entered into in connection with such initial business combination.\n\n \n\nCode\nof Ethics\n\n \n\nWe\nadopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities\nlaws. The code of ethics codifies the business and ethical principles that govern all aspects of our business. You may review our Code\nof Ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of our Code of Ethics will\nbe provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code\nof Ethics in a Current Report on Form 8-K.\n\n \n\nInsider\nTrading Policies\n\n \n\nWe\nhave adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors,\nofficers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider\ntrading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information\n(the “Insider Trading Policy”).\n\n \n\nThe foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms\nand conditions of the Insider Trading Policy, a copy of which is filed as Exhibit 19.1 to the Annual Report on Form 10-K filed on July\n15, 2025, and incorporated by reference herein.\n\n \n\nDelinquent\nSection 16(a) Reports\n\n \n\nSection\n16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons\nwho beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission\ninitial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive\nofficers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a)\nforms filed by such reporting persons. \n\n \n\nBased\nsolely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing\nrequirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.\n\n \n\n78"}