{"url_path":"/sec/imaq/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS","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":16537,"has_tables":true,"body_markdown":"ITEM\n7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n\n \n\nThis\nAnnual Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that\ncould cause actual results to differ materially from those expected and projected. All statements, other than statements of historical\nfact included in this Annual Report including, without limitation, statements in this “Management’s Discussion and Analysis\nof Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans\nand objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,”\n“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions\nare intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance,\nbut reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events,\nperformance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For\ninformation identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking\nstatements, please refer to “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Annual Report on Form\n10-K. The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except\nas expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking\nstatements whether as a result of new information, future events or otherwise.\n\n \n\nOverview\n\n \n\nWe\nare a blank check company incorporated on January 15, 2021, in Delaware and formed for the purpose of effectuating a merger, capital\nstock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which\nwe refer to throughout this Annual Report as our “initial business combination”. We intend to effectuate our initial business\ncombination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) and the private\nplacement of the Private Units (as defined below), the proceeds of the sale of our shares in connection with our initial business combination\n(pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering\nor otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination\nof the foregoing.\n\n \n\nThe\nissuance of additional shares in connection with an initial business combination:\n\n \n\n●may\nsignificantly dilute the equity interest of our investors who would not have pre-emption rights in respect of any such issuance;\n\n \n\n●may\nsubordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded\nto our shares of common stock;\n\n \n\n●could\ncause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our\nability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers\nand directors;\n\n \n\n●may\nhave the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking\nto obtain control of us; and\n\n \n\n●may\nadversely affect prevailing market prices for our common stock, rights and/or warrants.\n\n \n\n50\n\n \n\n \n\nSimilarly,\nif we issue debt securities or otherwise incur significant debt, it could result in: \n\n \n\n●default\nand foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;\n\n \n\n●acceleration\nof our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants\nthat require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;\n\n \n\n●our\nimmediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;\n\n \n\n●our\ninability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing\nwhile the debt security is outstanding;\n\n \n\n●using\na substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends\non our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate\npurposes;\n\n \n\n●limitations\non our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;\n\n \n\n●increased\nvulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;\n\n \n\n●limitations\non our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution\nof our strategy; and\n\n \n\n●other\npurposes and other disadvantages compared to our competitors who have less debt.\n\n \n\nWe\nexpect to continue to incur significant costs in the pursuit of our initial business combination plans. We cannot assure you that our\nplans to raise capital or to complete our initial business combination will be successful.\n\n \n\nRecent\nDevelopments\n\n* * \n\n*Issuance\nof Unsecured Promissory Note D*\n\n \n\nOn\nMarch 28, 2025, the Company issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory\nNote D, the Buyer agreed to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly\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 D 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 D Conversion Securities”), with no fractional\nPromissory Note D 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 D does not bear interest. The proceeds of Promissory Note D 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\nThe\nforegoing description of Promissory Note D does not purport to be complete and is qualified in its entirety by the terms and conditions\nof the Promissory Note D, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 28, 2025, and incorporated\nby reference herein.\n\n \n\n51\n\n \n\n \n\n*Extension\nPayments*\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\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\n*Amendments\nto Promissory Notes – Related Party *\n\n \n\nAs\npreviously disclosed, the Company issued four CCM Prior Notes to the Prior Sponsor, the Amended Post-IPO Promissory Note dated as of\nJanuary 14, 2022 and as amended on March 29, 2022, the August 2022 Promissory Note dated as of August 10, 2022, the November 2022 Promissory\nNote dated November 18, 2022, and the February 2023 Promissory Note dated February 14, 2023.\n\n \n\nOn\nMarch 11, 2025, the Company entered into the Amendments to the CCM Promissory Notes with the Prior Sponsor. Pursuant to the Amendments\nto the CCM Promissory Notes, the Prior Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common Stock pursuant to the\nSecond Amended Post-IPO Note, Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note, respectively, which\nequals to an aggregate of 206,656 Shares of Common Stock after the date on which the Company consummates a Business Combination as final\nand full settlement of all outstanding amounts owed under the CCM Prior Notes issued to the Prior Sponsor by the Company, which shall\nbe subject to a 12-month lock-up as described in the Lock-Up Agreement dated March 11, 2025.\n\n \n\n The\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 dated March 11, 2025, copies of which are filed as Exhibit\n10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated\nby reference herein.\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 the Lock-up Agreements\nwith the 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 agreed, 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.\n\n \n\nThe\nforegoing description of the Lock-Up Agreements do not purport to be complete and are qualified in its entirety by the terms and conditions\nof the Lock-Up Agreements dated March 11, 2025, copies of which are filed as Exhibit 10.5, and Exhibit 10.6, respectively, to the Current\nReport on Form 8-K filed on March 14, 2025, and incorporated by reference herein.\n\n \n\n52\n\n \n\n \n\n*Joinder\nAgreement*\n\n* *\n\nIn\nconnection with its IPO, the Company entered into the Stock Escrow Agreement on July 28, 2021 (the “Stock Escrow Agreement”),\nwith Continental Stock Transfer & Trust Company as the Escrow Agent (the “Escrow Agent”), and the Initial Stockholders\n(as defined in the Stock Escrow Agreement) of the Company.\n\n \n\nOn\nMarch 11, 2025, the Buyer entered into the 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 are qualified in its entirety by the terms and conditions\nof the Joinder Agreement dated March 11, 2025, a copy of which is filed as Exhibit 10.7 to the Current Report on Form 8-K filed on March\n14, 2025, and incorporated by reference herein.\n\n \n\n*Termination\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 the Termination of Indemnity Agreements with each of Shibasish Sarkar\nand Vishwas Joshi dated as of March 11, 2025.\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 dated March 11, 2025, copies of which are filed as Exhibit 10.8,\nand Exhibit 10.9, respectively, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.\n\n \n\n*Departure\nof Director or Certain Officers*\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\n*Merger\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 (the “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”) by and among (i) Ethanol Quang Nam Production Company Limited (“EQN”,\ntogether with VCI and their respective subsidiaries, the “Company Group”), (ii) Valix Limited, a British Virgin Islands\nbusiness company (the “Purchaser”), and (iii) Newbio Merger Limited, a British Virgin Islands business company (“Merger\nSub”), to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger Agreement\nto effect a change in structure of the business combination, whereby (a) on the Share Purchase Closing Date (as defined in the Merger\nAgreement), the Company Group shall cause the shareholder of VCI (the “VCI Shareholders”) to sell, transfer, convey,\nassign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the VCI Shareholders all of the issued\nand outstanding shares and other equity interests in or of VCI (such share purchase, the “Share Purchase”) in exchange\nfor 98,000,000 Class A ordinary shares of the Purchaser (“Purchaser Class A Ordinary Shares”) and 2,000,000 Class\nB ordinary shares of the Purchaser (“Purchaser Class B Ordinary Shares”); (b) after the Share Purchase Closing Date\n(as defined in the Merger Agreement), Merger Sub will merge with and into the Company with the Company being the surviving entity (the\n“Reincorporation Merger Surviving Corporation”) and becoming a wholly owned subsidiary of the Purchaser (the “Reincorporation\nMerger”), and (c) following the Reincorporation Merger, the Reincorporation Merger Surviving Corporation shall convert to a\nbusiness company with limited liability of the British Virgin Islands (the “Redomestication”). The Merger Agreement\nand the transactions contemplated therein were unanimously approved by the boards of directors of the Company. In addition to the foregoing,\non the date on which the Closing (as defined below) occurs, the Purchaser shall issue and deliver (i) the Additional Closing Shares,\n(ii) the Debt Shares and (iii) the Commitment Shares; each as described in the Merger Agreement.\n\n \n\n53\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\n*Voting\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 such 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 VCI for consummation of the share purchase and the other transactions contemplated\nby the Original 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 of the applicable Support Agreement and the Company and the 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\n*Agreement\nRegarding Representations and Warranties*\n\n \n\nConcurrently\nwith the execution of the Original Merger Agreement, IMAQ and certain principal shareholders of VNB (the “Principal Shareholders”)\nand VCI entered into an agreement (the “RW Agreement”) pursuant to which each of the Principal Shareholders represents\nand warrants to the Company and the Purchaser that the representations and warranties contained in Article IV (Representations and Warranties\nof the Company Group) of the Original Merger Agreement was true, correct and complete as of the date of the RW Agreement and as of the\nClosing Date.\n\n \n\n54\n\n \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\n*VCI\nLoan Agreement*\n\n \n\nOn April 20, 2025, the Company\nentered into a non-interest bearing unsecured loan (the “VCI Loan Agreement”) to provide a maximum aggregate amount\nof $499,900 (the “VCI Loan”) to VCI and VNB (collectively referred to as the “Borrower”) to be\nused by the Borrower exclusively for the expenses directly arising out of the VCI Business Combination (the “Transaction”)\nor as otherwise agreed upon by the Company. As of March 31,2026, the Company provided $499,900 loan to VCI in pursuant to this agreement.\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\n*Equity\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 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 (i) the\nclosing price of the Company’s common Stock prior to the receipt of the applicable Regular Purchase Notice or (ii) the product\nof (a) the lowest daily volume-weighted average price of the Company’s common stock during the two (2) consecutive business days\ncommencing 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\n55\n\n \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 1 hour following the confirmation of the receipt of the Rapid Purchase\nNotice 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 a Rapid Purchase Notice.\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\n*Issuance\nof Unsecured Promissory Note – Wei-Hua Chang*\n\n \n\nOn\nApril 20, 2025, the Company issued Promissory Note E in the aggregate principal amount of up to $3,000,000 to the Promissory Note E Lender.\nPursuant to the Promissory Note E, the Promissory Note E Lender agreed to loan to the Company an aggregate amount of up to $3,000,000.\nThe Promissory Note E shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or\nconsummates an initial business combination. The Promissory Note E is convertible into Promissory Note E Conversion Securities, with\nno fractional Promissory Note E Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior\nto the closing of the Business Combination. The Promissory Note E does not bear interest. The proceeds of Promissory Note E will be used\nby the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate\nan initial business combination, and for working capital purposes.\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\nResults\nof Operations\n\n \n\nWe\nhave neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from January\n15, 2021 (inception), through March 31, 2026, were organizational activities, those necessary to prepare for the IPO, and, after IPO,\nrelated to identifying a target company and executing a business combination. We do not expect to generate any operating revenues until\nafter the completion of our initial business combination. We generate non-operating income in the form of interest income on cash and\ncash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial\nreporting, accounting and auditing compliance), as well as for due diligence expenses.\n\n \n\n56\n\n \n\n \n\nFor\nthe year ended March 31, 2026, we had a net loss of $344,794 which reflects the combined effects of interest income on investments held\nin the trust account of $126,434 and change in warrant liability of $7,093, offset by operating costs of $460,999 and income tax provision\nof $17,322.\n\n \n\nFor\nthe year ended March 31, 2025, we had a net loss of $408,107, which reflects the combined effects of interest income on investments held\nin the trust account of $502,745 and change in warrant liability of $12,749, offset by operating costs of $800,845 (net of $142,306 liabilities\nwritten back), and income tax provision of $122,756.\n\n \n\nLiquidity\nand Capital Resources\n\n \n\nOn\nAugust 2, 2021, we consummated the Initial Public Offering of 20,000,000 units (the “Units”), at $10.00 per Unit,\ngenerating gross proceeds of $200,000,000. Each Unit consists of one share of common stock (“Public Share”), one right\n(“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the\nholder to receive one-twentieth of one share of common stock at the closing of our initial business combination. Each Public Warrant\nentitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share.\n\n \n\nSimultaneously\nwith the closing of the Initial Public Offering, the Prior Sponsor purchased an aggregate of 714,400 Private Units, at a price of $10.00\nper Private Unit ($7,144,000 in the aggregate). Each Private Unit consists of one share of common stock (“Private Share”),\none right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the\nholder to receive one-twentieth of one share of common stock at the closing of our initial business combination. Each Private Warrant\nentitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share.\n\n \n\nThe\nproceeds from the Private Units were added to the proceeds from the Initial Public Offering to be held in the trust account. If we do\nnot complete our initial business combination within the Combination Period, the proceeds of the sale of the Private Units will be used\nto fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying\nsecurities will be worthless. There will be no redemption rights or liquidating distributions from the trust account with respect to\nthe rights and warrants included in the Private Units.\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, if any, we consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds\nof $30,000,000.\n\n \n\nSimultaneously\nwith the closing of the exercise of the over-allotment option, we consummated the sale of an additional 82,500 Private Units, at a price\nof $10.00 per Private Unit, in a private placement to our Prior Sponsor, generating gross proceeds of $825,000.\n\n \n\nWe\nintend to use substantially all of the net proceeds of the Initial Public Offering and the private placement, including the funds held\nin the trust account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred\nunderwriting commissions payable to the underwriters in an amount equal to 3.5% ($8,050,000) of the total gross proceeds raised in the\nInitial Public Offering upon consummation of our initial business combination. To the extent that our capital stock is used in whole\nor in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well as any\nother net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital\nfunds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions\nand for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses\nor finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us\noutside of the trust account were insufficient to cover such expenses. \n\n \n\nAs\nof March 31, 2026, the Company had no cash and a working capital deficit of $7,219,045. The Company has incurred and expects to continue\nto incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit\nof the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination\nor because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which\ncase, subject to compliance with applicable securities laws, the Company may issue additional securities or incur debt in connection\nwith such Business Combination.\n\n \n\n57\n\n \n\n \n\nManagement has determined that if the Company is unable to raise additional\nfunds to alleviate liquidity needs or to complete a Business Combination by July 2, 2026 (or January 2, 2027, if it fully exercises its\noption to extend the date to consummate a business combination), the Company will (i) cease all operations except for the purpose of winding\nup, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,\npayable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the\ntrust account and not previously released to IMAQ to pay income and other tax obligations owed by IMAQ, divided by the number of then\noutstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the\nright to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following\nsuch redemption, subject to the approval of IMAQ’s remaining stockholders and their board of directors, dissolve and liquidate,\nsubject in each case to IMAQ’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable\nlaw Management has determined that the mandatory liquidation, if a Business Combination not occur, raises substantial doubt about the\nCompany’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities\nshould the Company be required to liquidate after July 2, 2026 (or January 2, 2027, if it exercises its option to extend the date to consummate\na business combination). Management plans to continue to draw down the funds on its promissory notes, repayable promptly on demand and,\nin any event, no later than the date on which the Company terminates or consummates an initial business combination. There is no assurance\nthat the Company’s plans to consummate a business combination will be successful.\n\n \n\nIn\nconnection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s\nAccounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to\nContinue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue\nas a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period (January 2,\n2027), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the\nCompany. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination\nPeriod. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s\nability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of\nthis uncertainty.\n\n \n\nOff-Balance\nSheet Arrangements\n\n \n\nWe\ndid not have any off-balance sheet arrangements as of March 31, 2026 and 2025.\n\n \n\nContractual\nObligations\n\n \n\n*Registration\nRights*\n\n \n\nThe\nholders of the Founder Shares, the Private Units and any units that may be issued upon conversion of the Working Capital Loans or extension\nloans (and any securities underlying the Private Units or units issued upon conversion of the Working Capital Loans or extension loans)\nare entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders\nof these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities.\nIn addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent\nto the completion of an initial Business Combination and rights to require the Company to register for resale such securities pursuant\nto Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration\nstatements.\n\n \n\n*Underwriting\nAgreement*\n\n \n\nPursuant\nto the underwriting agreement entered into on July 28, 2021, the underwriters in the IPO are entitled to a deferred fee of 3.5% of the\ngross proceeds of the IPO and over-allotment, or $8,050,000. The deferred fee will be payable to the underwriters solely in the event\nthat we complete a business combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.\nOn November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number\nof shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement\nand term sheet signed on November 13, 2023, as full and final satisfaction of all and any underwriting fees owed to Chardan by the Company.\nThe payment will be made concurrently with the closing of the Business Combination.\n\n \n\n58\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 agreed, 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\n*Joinder\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\n*Merger\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 (the “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 the Merger Agreement by and among (i) EQN (ii) the Purchaser,\nand (iii) Merger Sub, to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger\nAgreement to effect a change in structure of the business combination, whereby (a) on the Share Purchase Closing Date (as defined in\nthe Merger Agreement), the Company Group shall cause the VCI Shareholders to sell, transfer, convey, assign and deliver to the Purchaser,\nand the Purchaser shall purchase, acquire and accept from the VCI Shareholders all of the issued and outstanding shares and other equity\ninterests in or of VCI (such share purchase, the “Share Purchase”) in exchange for 98,000,000 Purchaser Class A Ordinary\nShares and 2,000,000 Purchaser Class B Ordinary Shares; (b) after the Share Purchase Closing Date (as defined in the Merger Agreement),\nMerger Sub will merge with and into the Company with the Company being the surviving entity (the “Reincorporation Merger Surviving\nCorporation”) and becoming a wholly owned subsidiary of the Purchaser (the “Reincorporation Merger”), and\n(c) following the Reincorporation Merger, the Reincorporation Merger Surviving Corporation shall convert to a business company with limited\nliability of the British Virgin Islands (the “Redomestication”). The Merger Agreement and the transactions contemplated\ntherein were unanimously approved by the board of directors of the Company. In addition to the foregoing, on the date on which the Closing\noccurs, the Purchaser shall issue and deliver (i) the Additional Closing Shares, (ii) the Debt Shares and (iii) the Commitment Shares;\neach as described in the Merger Agreement.\n\n \n\nFollowing\nthe Closing, Earnout Shareholders shall have the right to receive up to an aggregate of 27,000,000 Purchaser Class A Ordinary Shares\n(subject to equitable adjustment for share splits, dividends, and similar events), which shall vest as follows: (i) 10,000,000 Purchaser\nClass A Ordinary Shares if the volume-weighted average price of the Class A Ordinary Shares equals or exceeds $15.00 over any 20 trading\ndays within any 30 trading day period during the five years following the Closing; (ii) 15,000,000 Purchaser Class A Ordinary Shares\nif the consolidated revenue and other income equals or exceeds $500,000,000 for any four consecutive fiscal quarters during the five\nyears commencing from the first day of the fiscal quarter following the Closing; and (iii) 2,000,000 Purchaser Class A Ordinary Shares\nif the Purchaser declares a dividend of at least $20,000,000 in cash or equivalent value in treasury shares within three years following\nthe Closing.\n\n \n\nThe\nVCI Business Combination are expected to be consummated after obtaining the required approval by the shareholders of the Company and\nVCI 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\n59\n\n \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\n*Voting\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 such 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 VCI for consummation of the share purchase and the other transactions contemplated\nby 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 of the applicable Support Agreement and the Company and the 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\n*Agreement\nRegarding Representations and Warranties*\n\n \n\nConcurrently\nwith the execution of the Original Merger Agreement, IMAQ and certain principal shareholders of VNB (the “Principal Shareholders”)\nand VCI entered into an agreement (the “RW Agreement”) pursuant to which each of the Principal Shareholders represents\nand warrants to the Company and the Purchaser that the representations and warranties contained in Article IV (Representations and Warranties\nof the Company Group) of the Original Merger Agreement was true, correct and complete as of the date of the RW Agreement and as of the\nClosing 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\n *VCI\nLoan Agreement*\n\n \n\nAs\npreviously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on April 9, 2025, the Company entered into the\nOriginal Merger Agreement on April 3, 2025 with VNB and VCI (collectively referred to as the “Borrower”).\n\n \n\nOn April 20, 2025, the Company\nentered into a non-interest bearing unsecured loan (the “VCI Loan Agreement”) to provide a maximum aggregate amount\nof $499,900 (the “VCI Loan”) to the Borrower to be used by the Borrower exclusively for the expenses directly arising\nout of the VCI Business Combination (the “Transaction”) or as otherwise agreed upon by the Company. As of March 31,2026,\nthe Company provided $499,900 loan to VCI in 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\n60\n\n \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\n*Equity\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 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 1 hour following the confirmation of the receipt of the Rapid Purchase\nNotice by the Investor.\n\n \n\n61\n\n \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 a Rapid Purchase Notice.\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\nPromissory\nNotes - Related Party\n\n* *\n\n*Promissory\nNotes to Prior Sponsor*\n\n \n\nOn\nFebruary 1, 2021, the Company issued an unsecured promissory note to the Prior Sponsor (the “Initial Promissory Note”),\npursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On\nApril 6, 2021, and June 17, 2021, the Company issued additional unsecured promissory notes to the Prior Sponsor (the “Additional\nPromissory Notes” and, together with the “Initial Promissory Note”, the “IPO Promissory Notes”),\npursuant to which the Company may borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes were non-interest\nbearing and payable on the earlier of (i) March 31, 2022, or (ii) the consummation of the Initial Public Offering. The outstanding balance\nunder the Promissory Notes was repaid on August 6, 2021.\n\n \n\n62\n\n \n\n \n\nOn\nJanuary 14, 2022, the Company issued an unsecured promissory note to the Prior Sponsor (the “Post-IPO Promissory Note”),\npursuant to which the Company could borrow up to an aggregate of $500,000 in two installments of (i) $300,000 during the month of March\n2022, and (ii) $200,000 during the month of June 2022 at the Company’s discretion. The Post-IPO Promissory Note is non-interest\nbearing and payable promptly after the date on which the Company consummates an initial Business Combination.\n\n \n\nOn\nMarch 29, 2022, the Company amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow\nat its discretion under the note increased from $500,000 in two installments as described above, to up to $750,000 in three installments\nof (i) up to $195,000 no later than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no\nlater than June 30, 2022 (the “Amended Post-IPO Promissory Note”). No other terms were amended pursuant to this amendment\nand restatement.\n\n \n\nOn\nAugust 10, 2022, the Company issued the August 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up\nto an aggregate of $895,000 in three installments of (i) up to $195,000 no later than July 31, 2022, (ii) up to $500,000 no later than\nOctober 31, 2022, and (iii) up to $200,000 no later than January 31, 2023, at the Company’s discretion. The August 2022 Promissory\nNote is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.\n\n \n\nOn\nNovember 18, 2022, the Company issued the November 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow\nup to an aggregate of $300,000 no later than March 31, 2023, at the Company’s discretion. The November 2022 Promissory Note is\nnon-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.\n\n \n\nOn\nFebruary 14, 2023, the Company issued the February 2023 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow\nup to an aggregate amount of up to $500,000 in four installments of (i) up to $150,000 no later than February 28, 2023, (ii) up to $200,000\nno later than March 31, 2023, (iii) up to $50,000 no later than April 30, 2023, and (iv) up to $100,000 no later than July 31, 2023,\nupon the request by the Company at the Company’s discretion. The February 2023 Promissory Note is non-interest bearing and payable\npromptly after the date on which the Company consummates an initial Business Combination.\n\n \n\nThe\nAmended Post-IPO Promissory Note, the August 2022 Promissory Note, the November 2022 Promissory Note and the February 2023 Promissory\nNote are collectively referred to as the “CCM Prior Notes”. On March 11, 2025, the Company entered into four amendments\nto the CCM Prior Notes, the Second Amended Post-IPO Note, the Amended August 2022 Note, the Amended November 2022 Note, and the Amended\nFebruary 2023 Note, collectively referred to as the “Amendments to the CCM Promissory Notes”) with the Prior Sponsor.\nPursuant to the Amendments to the CCM Promissory Notes, the Prior Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common\nStock pursuant to the Second Amended Post-IPO Note, Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note,\nrespectively, which equals to an aggregate of 206,656 Shares of Common Stock after the date on which the Company consummates a Business\nCombination as final and full settlement of all outstanding amounts owed under the CCM Prior Notes issued to the Prior Sponsor by the\nCompany, which shall be subject to a 12-month lock-up as described in the Lock-Up Agreement dated March 11, 2025.\n\n \n\nAs\nof March 31, 2026 and 2025, $2,445,000 and 2,445,000 were outstanding under all the promissory notes issued to the Prior Sponsor. \n\n \n\n63\n\n \n\n \n\n*Promissory\nNotes to JC Unify*\n\n \n\nOn\nJanuary 31, 2024, the Company issued the January 2024 Promissory Note in the aggregate principal amount of up to $1,300,000 to the Buyer.\nPursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January\n2024 Promissory Note shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or\nconsummates an initial business combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions\nas the private placement units as described in the Prospectus dated July 28, 2021 (Registration No. 333-255106), at the price of $10.00\nper unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer\nmaking the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 New Units at the closing\nof the Business Combination, and (b) 847,675 shares of the Additional Securities of which (i) 250,000 of the Additional Securities shall\nbe subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for\nresale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the closing of the\nBusiness Combination, or if no such registration statement is filed in connection with the closing of the Business Combination, the first\nregistration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the\nclosing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination; and (ii)\n657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described in the\nProspectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.\n\n \n\nOn\nFebruary 27, 2024, the Company issued Promissory Note B in the aggregate principal amount of up to $530,000 to the Buyer. Pursuant to\nPromissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to $530,000. The Promissory Note B shall be payable\npromptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination.\nThe Promissory Note B is convertible into units having the same terms and conditions as the private placement units as described in the\nProspectus, at the price of $10.00 per unit, at the option of the Buyer. The Promissory Note B does not bear interest. The proceeds of\nPromissory Note B will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time\nthe Company has to consummate an initial business combination, and for working capital purposes.\n\n \n\nOn\nFebruary 27, 2024, the Company issued Promissory Note C in the aggregate principal amount of up to $470,000 to the Buyer. Pursuant to\nPromissory Note C, the Buyer agreed to loan to the Company an aggregate amount of up to $470,000. The Promissory Note C shall be payable\npromptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination.\nThe Promissory Note C does not bear interest and is convertible into units having the same terms and conditions as the private placement\nunits as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer.\n\n \n\nOn\nJune 28, 2024, the Company entered into the Amendments to the JC Unify Prior Notes with the Buyer. Pursuant to the Amendments to the\nJC Unify Prior Notes, the Buyer has the right to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, with\nno fractional JC Unify Prior Notes Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior\nNotes into JC Unify Prior Notes Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of\nthe Business Combination. The Amendments to the JC Unify Prior Notes also amended the events of default, so that the failure of the Company\nto issue JC Unify Prior Notes Conversion Securities constitutes a failure to make required payments, constituting an event of default.\n\n \n\n64\n\n \n\n \n\nOn\nMarch 28, 2025, the Company issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory\nNote D, the Buyer agreed to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly\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 D is convertible into the Promissory Note D Conversion Securities, with no fractional Promissory Note D Conversion Securities\nto be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory\nNote D does not bear interest. The proceeds of Promissory Note D 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\nAs\nof March 31, 2026 and 2025, $2,900,000 and $2,659,713 were outstanding, respectively, under all the promissory notes issued to JC Unify.\n\n \n\nDue\nto Prior Sponsor\n\n \n\nThe\nCompany received additional funds from the Prior Sponsor to finance term extension fees, and the Buyer to pay various expenses of the\nCompany. As of March 31, 2026 and 2025, the amount due to related parties was $656,913.\n\n  \n\nRelated\nParty Loans\n\n \n\nIn\norder to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial\nstockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be\nrequired (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working\nCapital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid\nonly out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion\nof proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used\nto repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined\nand no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business\nCombination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into units of\nthe post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private\nUnits.\n\n \n\nAs\nof March 31, 2026 and 2025, the Company had no borrowings under the related party loans. \n\n \n\nPromissory\nNote – Wei-Hua Chang\n\n \n\nOn\nApril 20, 2025, the Company issued Promissory Note E in the aggregate principal amount of up to $3,000,000 to the Promissory Note E Lender.\nPursuant to the Promissory Note E, the Promissory Note E Lender agreed to loan to the Company an aggregate amount of up to $3,000,000.\nThe Promissory Note E shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or\nconsummates an initial business combination. The Promissory Note E is convertible into Promissory Note E Conversion Securities, with\nno fractional Promissory Note E Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior\nto the closing of the Business Combination. The Promissory Note E does not bear interest. The proceeds of Promissory Note E will be used\nby the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate\nan initial business combination, and for working capital purposes.\n\n \n\nAs of March 31, 2026 and\n2025, $674,672 and $0 were outstanding, respectively, under all the Promissory Note E issued to Wei-Hua Chang.\n\n \n\nPolar\nLoan Agreement\n\n \n\nOn\nJanuary 24, 2023, the Company entered into a Loan and Transfer Agreement (“Polar Loan Agreement”), by and among the\nCompany, the Prior Sponsor, and NPIC Limited (“NPIC”), pursuant to which the Prior Sponsor is permitted to borrow\n$385,541 (the “Polar Initial Loan”) and $128,513 per month, at the Company’s discretion (each a “Polar\nMonthly Loan” and collectively with the Polar Initial Loan, the “Polar Loan”) which will in turn be loaned\nby the Prior Sponsor to the Company, to cover certain extension payments to the trust account of the Company. Pursuant to the Polar Loan\nAgreement, the Polar Loan shall be payable within five (5) days of the date on which Company consummates its de-SPAC transaction.\n\n \n\n65\n\n \n\n \n\nAs\nadditional consideration for NPIC making the Polar Initial Loan available to the Prior Sponsor, the Company shall issue 500,000 shares\nof Common Stock to NPIC (the “Initial Securities”), and as additional consideration for NPIC making each Polar Monthly\nLoan available to the Prior Sponsor, the Company shall issue 166,700 shares of Common Stock to NPIC for each Monthly Loan. Such securities\nshall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall promptly be\nregistered pursuant to the first registration statement filed by the Company or the surviving entity following the de-SPAC Closing in\nconnection with the de-SPAC Closing, or if no such registration statement is filed in connection with the de-SPAC Closing, the first\nregistration statement filed subsequent to the de-SPAC Closing, which will be filed no later than 45 days after the de-SPAC Closing and\ndeclared effective no later than 90 days after the de-SPAC Closing.\n\n \n\nThe\nproceeds of the Polar Loan will be used for the Company to fund amounts deposited into the Company’s trust account in connection\nwith each extension.\n\n \n\nAdministrative\nSupport Agreement\n\n \n\nThe\nCompany entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Prior Sponsor up to a\ntotal of $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or liquidation,\nthe Company will cease paying these monthly fees. In April 2023 the agreement was terminated and the amount due was waived. Since then,\nno further payment has accrued or paid under this agreement. \n\n \n\nUnderwriting\nAgreement\n\n \n\nOn\nJuly 28, 2021, in connection with the Initial Public Offering, the Company entered into an underwriting agreement with Chardan Capital\nMarkets, LLC, as representative of the underwriters named therein.\n\n \n\nPursuant\nto the underwriting agreement, the underwriters were paid a cash underwriting discount of $0.20 per Unit sold in the Initial Public Offering,\nor $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition,\n$0.35 per Unit sold in the Initial Public Offering, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting\ncommissions. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event\nthat we complete an initial business combination, subject to the terms of the underwriting agreement.\n\n \n\nOn\nNovember 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number\nof shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement\nand term sheet signed on November 13, 2023, as full and final satisfaction of all and any underwriting fees owed to Chardan by the Company.\nThe payment will be made concurrently with the closing of the Business Combination.\n\n \n\nRight\nof First Refusal\n\n \n\nSubject\nto certain conditions, the Company granted Chardan, the representative of the underwriters in the Initial Public Offering, for a period\nof 18 months after the date of the consummation of our business combination, a right of first refusal to act as book-running manager,\nwith at least 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule\n5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration\nstatement for the Initial Public Offering.\n\n \n\nChief\nFinancial Officer Agreement\n\n \n\nOn\nFebruary 8, 2021, we entered into an agreement with Vishwas Joshi to act as our Chief Financial Officer for a period of twenty-four months\nfrom the date of listing of the Company on NASDAQ. We have agreed to pay Mr. Joshi up to $400,000, subject to successfully completing\nour initial business combination. If we do not complete a business combination, we have agreed to pay Mr. Joshi $40,000. On November\n9, 2023, the Company entered into an agreement with Vishwas Joshi, whereby Vishwas Joshi agreed to receive 36,000 shares of common stock\nof the post-Business Combination company in accordance with the Chief Financial Officer Agreement, as full and final satisfaction of\nall and any service fees owed to Vishwas Joshi by the Company. The shares will be issued concurrently with the closing of the Business\nCombination. As of March 31, 2026, we have accrued $360,000 service fees.\n\n \n\n66\n\n \n\n \n\nConsulting\nAgreements\n\n \n\nWe\nhave engaged Ontogeny to act as a management consulting and corporate advisor in the preparation of corporate strategies, management\nsupport and business plans for us. We paid Ontogeny $40,000 at the time of signing the engagement agreement and $35,000 upon the filing\nof the registration statement relating to the Initial Public Offering. We paid Ontogeny an aggregate of $1,650,000 upon the closing of\nthe Initial Public Offering and exercise of the underwriters’ over-allotment option. In addition, upon the consummation of our\ninitial business combination, we have agreed to pay Ontogeny $2,875,000 for certain management consulting and corporate advisory services.\nOn November 10, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common\nstock of the post-Business Combination company in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of\nall obligations owed to Ontogeny by the Company. The payment will be made concurrently with the closing of the Business Combination.\n\n \n\nOn\nSeptember 17, 2021, the Company entered into a consulting agreement, effective as of September 1, 2021, with F. Jacob Cherian, pursuant\nto which we engaged Mr. Cherian to provide financial advisory services to us for a period of 12 months. In consideration for his services,\nwe agreed to pay Mr. Cherian a monthly consulting fee of $12,000 per month. Agreement was terminated in April 2022, and no further payments\nhave since accrued or been paid under this agreement.\n\n  \n\nOn\nOctober 29, 2021, the Company entered into a letter of engagement and terms of business with Sterling Media Ltd (“Sterling Media”)\n(the “Sterling Agreement”), pursuant to which the Company engaged Sterling Media to provide strategic media coverage\nfor the Company. In consideration for the services Sterling Media provides to the Company, the Company agreed to pay Sterling Media a\ntotal fee of £20,000. On November 7, 2023, the Company entered into an agreement with Sterling Media, whereby Sterling Media agreed\nto receive GBP6,000 in accordance with the Sterling Agreement, as full and final satisfaction of all obligations owed to Sterling Media\nby the Company. Upon receipt of the payment, all payment obligations of the Company to Sterling Media were cancelled and terminated and\nthere is no further amount due under the Sterling Agreement. On February 14, 2024, the Company repaid the outstanding fees of $12,145,\nas such, no further amount under the Sterling Agreement. \n\n \n\nOn\nOctober 29, 2021, the Company entered into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal\nto provide strategy, management and financial advisory services to the Company, as specified in the consulting agreement, commencing\non October 29, 2021 and ending on October 28, 2022 (the “Term of Consulting Agreement”). On January 28, 2023, the\nCompany extended the existing agreement to April 28, 2023. In consideration for the services Ms. Agarwal provides to the Company, the\nCompany agreed to pay Ms. Agarwal a monthly consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement\nin accordance with the payment schedule provided in the consulting agreement. In addition, the Company shall reimburse Ms. Agarwal for\nher reasonable and documented travel expenses incurred at our request. On November 9, 2023, the Company entered into two release agreements\nwith Ms. Agarwal, whereby Ms. Agarwal agreed to receive, respectively, $31,500 and 12,825 shares of common stock of the post-Business\nCombination company in full and final satisfaction of all and any service fees owed to Ms. Agarwal by the Company. The payment will be\nmade concurrently with the closing of the Business Combination. As of March 31, 2026, the Company accrued $162,000 consulting fees.\n\n \n\nOn\nJanuary 12, 2022, the Company entered into a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide\ncapital markets advisory services commencing from January 12, 2022 and ending on the close of a potential placement related to our initial\nbusiness combination. In consideration for the services Chardan will provide to the Company, the Company agreed to pay Chardan a total\nfee of 5% of the aggregate sales price of securities sold in the financing transaction plus reimbursement of out-of-pocket expenses capped\nat $25,000.\n\n \n\n67\n\n \n\n \n\nOn\nJanuary 12, 2022, the Company also entered into a letter of engagement with Chardan, pursuant to which we engaged Chardan to provide\nmerger and acquisition advisory services commencing from January 12, 2022 and ending on close of the Company’s initial business\ncombination. In consideration for the services Chardan provides to the Company, the Company agreed to pay Chardan a total fee equal to:\n(i) if we enter into a business combination involving a party other than a target introduced by Chardan, one-half of one percent (0.5%)\nof the aggregate value of the business combination; and (ii) if we consummate a business combination with a target introduced by Chardan,\nthree percent (3%) of the first $100 million aggregate value of the target, two percent (2.0%) of the aggregate value of the target greater\nthan $100 million but less than $200 million, and one percent (1.0%) of the aggregate value of the target greater than $200 million but\nless than $300 million, paid at the close of the business combination plus reimbursement of out-of-pocket expenses capped at $25,000.\n\n \n\nOn\nMarch 18, 2022, the Company entered into an engagement letter with Ontogeny Capital relating to corporate advisory & management consultancy\nservices for the purpose of raising capital in form of a private investment in public equity (“PIPE”) financing. Ontogeny\nCapital will receive a contingent fee equal to 5% of the gross proceeds of securities sold in the PIPE up to $75 million in gross proceeds\nand 5.5% of the gross proceeds of securities sold in the PIPE from $75 million up to $150 million in gross proceeds. The engagement letter\nalso provides for an additional incremental discretionary fee of 0.5% of gross proceeds if the gross proceeds of securities sold in a\nPIPE are above $150 million. The agreement was terminated on February 14, 2023.\n\n \n\nOn\nJune 9, 2022, the Company entered into a letter of engagement with ADAS Capital Partners and Lone Cypress Holdings (“ADAS”),\npursuant to which we engaged ADAS to provide Company with introduction to investors residing in geographies outside of United States\nof America, assist in negotiations with introduced parties, assist with closing with introduced parties, assets with getting certain\ncapital back from certain individuals and any other services deemed appropriate. In consideration for the services ADAS will provide\nto us, we agreed to pay ADAS a total fee of $25,000. The engagement ended on June 22, 2023.\n\n \n\n On\nJune 24, 2022, the Company entered into a letter of engagement with Morrow Sodali (“Morrow”) (the “Morrow\nAgreement”), pursuant to which we engaged Morrow to act as Solicitation Agent for our shareholders in connection with Company’s\nSpecial Meeting (Extension Meeting) held in the third quarter of 2022. In consideration for the services Morrow provided to us, we agreed\nto pay Morrow a total estimated fee of $25,000. On November 7, 2023, the Company entered into an agreement with Morrow, whereby Morrow\nagreed to receive $9,630 in accordance with the Morrow Agreement, as full and final satisfaction of all obligations owed to Morrow by\nthe Company. On March 12, 2025, the Company paid the outstanding amount of $9,630, and as such, no further amount due under the engagement.\n\n \n\nOn\nJune 28, 2022, the Company entered into a letter of engagement with Baker Tilly DHC Business Private Limited (“Baker”),\npursuant to which we engaged Baker to provide Purchase Price Allocation (“PPA”) study in accordance with the extant\nprovision of U.S. GAAP ASC 805. In consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated\nfee of $24,000. The engagement ended in 2022. \n\n \n\nOn\nJuly 7, 2022, the Company entered into a letter of engagement with Baker, pursuant to which we engaged Baker to provide Valuation of\nIntellectual Properties. In consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated fee of\n$10,000. On February 14, 2024, the Company paid the outstanding amount of $7,766, as such, no further amount due under the engagement.\n\n \n\nOn\nJuly 20, 2022, the Company entered into a letter of engagement with Houlihan Capital (the “Houlihan Capital Agreement”),\npursuant to which the Company engaged Houlihan to render a written opinion (“Opinion”), whether or not favorable,\nto the Board of Directors of the Company as to whether, as of the date of such Opinion, that the consideration to be issued or paid in\nthe Transaction is fair from a financial point of view to the stockholders of the Company. In consideration for the services, the Company\nagreed to pay Houlihan a total estimated fee of $150,000. On November 7, 2023, the Company entered into an agreement with Houlihan Capital,\nwhereby Houlihan Capital agreed to receive $13,675, as full and final satisfaction of all obligations owed to Houlihan Capital by the\nCompany. The Company repaid the outstanding balance of $50,000 on February 14, 2024, as such, no further amount due under the Houlihan\nCapital Agreement.\n\n \n\n68\n\n \n\n \n\nOn\nSeptember 13, 2022, we entered into a letter of engagement with FNK IR, pursuant to which we engaged FNK IR to act as integrated investor\nand media relations partner on behalf of the Company. We agreed to pay FNK IR a monthly fee of $8,000 per month. The engagement was terminated\nin February 2023.\n\n \n\nOn November 14, 2023, the\nCompany entered into an agreement with Loeb & Loeb LLP (“Loeb”), whereby Loeb agreed to accept a reduced amount\nof $300,000, of which $150,000 shall be deferred until the closing of the business combination in full and final satisfaction of all obligations\nowed to Loeb by the Company. The Company repaid $150,000 on May 9, 2024. As of March 31, 2026 and 2025, the total amounts of $273,853\nand $235,798 were outstanding and accrued, respectively. \n\n \n\nCritical\nAccounting Policies and Estimates\n\n \n\nThe\npreparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United\nStates of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure\nof contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual\nresults could materially differ from those estimates. We have not identified critical accounting estimates; we have identified the following\ncritical accounting policies:\n\n \n\n*Net\nLoss Per Share of Common Stock*\n\n \n\nNet loss per common share\nis computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public\nShares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than\nother stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share.\nWarrants and rights issued in connection with the Initial Public Offering and private placement have been excluded from the diluted earnings\nper share calculation. As these warrants are not exercisable until the consummation of a Business Combination, the diluted net income\nor loss per share remains identical to the basic net income or loss per share.\n\n \n\n*Warrant\nLiability*\n\n \n\nWe\naccount for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific\nterms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives\nand Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to\nASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification\nunder ASC 815, including whether the warrants are indexed to our common stock, among other conditions for equity classification. This\nassessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annual\nperiod end date while the warrants are outstanding.\n\n \n\n*Common\nStock Subject to Possible Redemption*\n\n \n\nAll\nof the remaining Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for\nthe redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection\nwith the initial business combination and in connection with certain amendments to our Amended and Restated Certificate of Incorporation.\nIn accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption\nprovisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Therefore,\nall redeemable Public Shares have been classified outside of permanent equity.\n\n \n\nWe\nrecognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable common stock to equal the\nredemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected\nby charges against additional paid-in capital and accumulated deficit.  \n\n \n\n69\n\n \n\n \n\nRecent\nAccounting Standards\n\n* *\n\nIn\nNovember 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments\nin this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief\noperating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the\nreported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an\nexplanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how\nto allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim\nperiods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this\nASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim\nperiods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance\nas of March 31, 2025.* *\n\n \n\nIn\nDecember 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure”\n(“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s\neffective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on\na prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.\nThe Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or\ncash flows.\n\n \n\nManagement\ndoes not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect\non the accompanying financial statements.\n\n \n\nShare\nBased Payment Arrangements\n\n \n\nOn\nJuly 7, 2021, the Prior Sponsor entered into agreements with two independent directors to transfer 95,000 Founder Shares to each director,\nsubject to and upon closing of our initial business combination. As such, under ASC 718, these shares are transferred subject to a performance\ncondition and compensation expense will be recognized at the date of a business combination when earned.\n\n \n\nOn\nJuly 22, 2021, the Prior Sponsor sold 30,000 of its Founder Shares to each of its five independent directors (the “Initial Independent\nDirectors”) (or 150,000 Founder Shares in total) for cash consideration of approximately $0.004 per share. These awards are subject\nto ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founder Shares\nsold times the grant date fair value per share less the amount initially received for the purchase of the Founder Shares. The value of\nthe Founder Shares sold to the Initial Independent Directors was determined to be $787,500 as of July 22, 2021.\n\n \n\nOn\nSeptember 17, 2021, the Prior Sponsor sold 25,000 of its Founder Shares to an additional independent director (the “Additional\nIndependent Director”) for consideration of approximately $0.004 per share. These awards are subject to ASC 718. In accordance\nwith ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date\nfair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold\nto the Additional Independent Director was determined to be $141,250 as of September 17, 2021.\n\n \n\nOn\nSeptember 17, 2021, the Prior Sponsor sold 75,000 of its Founder Shares to an independent consultant (the “Consultant”)\nfor consideration of approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized\ncompensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount\ninitially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Consultant was determined to\nbe $423,750 as of September 17, 2021.\n\n \n\n70\n\n \n\n \n\nOn\nJanuary 24, 2023, the Company entered into the Polar Loan Agreement, by and among the Company, the Prior Sponsor, and NPIC, pursuant\nto which the Prior Sponsor was permitted to borrow the Polar Initial Loan and the Polar Monthly Loan (collectively with the Polar Initial\nLoan, the “Polar Loan”), which will in turn be loaned by the Prior Sponsor to the Company, to cover certain extension\npayments to the trust account of the Company. As additional consideration for NPIC making the Polar Initial Loan available to Sponsor,\nthe Company shall issue the Initial Securities to NPIC, and as additional consideration for NPIC making each Polar Monthly Loan available\nto Sponsor, the Company shall issue 166,700 shares of Common Stock to NPIC for each Monthly Loan (up to 500,100 shares of common stock).\n\n \n\nOn\nSeptember 8, 2023, the Company entered into a subscription agreement (“Polar Subscription Agreement”) with Polar Multi-Strategy\nMaster Fund (“Polar”), whereby Polar agreed to fund up to $128,000 (the “Investor Capital Contribution”)\nto the Prior Sponsor which in turn be loaned by the Prior Sponsor to IMAQ, to cover working capital expenses. In consideration for the\nInvestor Capital Contribution, the Company shall issue to Polar one share of Class A Ordinary Shares for each dollar of the Investor’s\nCapital Contribution (128,000 shares of common stock) at the closing of the Business Combination.\n\n  \n\nOn\nJuly 7, 2021, the Prior Sponsor entered into a subscription agreement with Suresh Ramamurthi, whereby the Prior Sponsor agreed to issue\nto Suresh Ramamurthi 95,000 insider shares as described in the Prospectus of the Company. On December 18, 2023, the Company entered into\na director letter agreement with Suresh Ramamurthi whereby the Company agreed to issue the insider shares as stipulated in the subscription\nagreement. The shares will be issued concurrently with the closing of the Business Combination.\n\n \n\nOn\nJuly 20, 2021, the Prior Sponsor entered into a subscription agreement with David M. Taghioff, whereby the Prior Sponsor agreed to issue\nto David M. Taghioff 95,000 insider shares as described in the Prospectus of the Company. On December 18, 2023, the Company entered into\na director letter agreement with David M. Taghioff whereby the Company agreed to issue the insider shares as stipulated in the subscription\nagreement. The shares will be issued concurrently with the closing of the Business Combination.\n\n \n\nOn\nNovember 9, 2023, the Company entered into an agreement with Priyanka Agarwal, whereby Priyanka Agarwal agreed to receive 12,825 shares\nof common stock of the post-Business Combination company in accordance with the consulting agreement signed on October 29, 2021, as full\nand final satisfaction of all and any service fees owed to Priyanka Agarwal by the Company. The shares will be issued concurrently with\nthe closing of the Business Combination.\n\n \n\nOn\nNovember 9, 2023, the Company entered into an agreement with Vishwas Joshi, our previous Chief Financial Officer, whereby Vishwas Joshi\nagreed to receive 36,000 shares of common stock of the post-Business Combination company in accordance with the Chief Financial Officer\nAgreement, as full and final satisfaction of all and any service fees owed to Vishwas Joshi by the Company. The shares will be issued\nconcurrently with the closing of the Business Combination.\n\n \n\nOn\nNovember 9, 2023, the Company entered into an agreement with ALMT Legal, Advocates & Solicitor (“ALMT”), whereby\nALMT agreed to receive (i) $75,000 and (ii) 11,000 shares of common stock of the post-Business Combination company in accordance with\nthe agreement signed on November 10, 2021, as full and final satisfaction of all and any service fees owed to ALMT by the Company. The\npayment of $75,000 was made and the shares will be issued concurrently with the closing of the Business Combination.\n\n \n\nOn\nNovember 10, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common stock\nof the post-Business Combination company in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of all\nobligations owed to Ontogeny by the Company. The shares will be issued concurrently with the closing of the Business Combination.\n\n \n\nOn\nNovember 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number\nof shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement\nand term sheet signed on November 13, 2023, as full and final satisfaction of all and any service fees owed to Chardan by the Company.\nThe payment will be made concurrently with the closing of the Business Combination.\n\n \n\n71"}