{"url_path":"/sec/imaq/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A CONTROLS AND PROCEDURES.","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":902,"has_tables":true,"body_markdown":"ITEM\n9A. CONTROLS AND PROCEDURES.\n\n \n\nEvaluation\nof Disclosure Controls and Procedures\n\n \n\nDisclosure\ncontrols are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed\nunder the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the\nSEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated\nand communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely\ndecisions regarding required disclosure. \n\n \n\nAs\nrequired by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer, who is also our principal financial officer,\ncarried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31,\n2026. Based upon that evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls\nand procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2026, due to\nthe previously reported material weakness in our internal control over financial reporting related to the Company’s accounting\nfor complex financial instruments and stock-based compensation. We also have a material weakness in our internal control surrounding\nthe review of accounts payable and accrued expenses to ensure expense recognition in the proper period. As a result, we performed additional\nanalysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting\nprinciples. Accordingly, management believes that the financial statements included in this Form 10-K present fairly in all material\nrespects our financial position, results of operations and cash flows for the period presented.\n\n \n\nWe\ndo not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and\nprocedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the\ndisclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there\nare resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure\ncontrols and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all\nour control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain\nassumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated\ngoals under all potential future conditions.\n\n \n\n72\n\n \n\n \n\nManagement’s\nReport on Internal Controls Over Financial Reporting\n\n \n\nAs\nrequired by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing\nand maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide\nreasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting\npurposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:\n\n \n\n1.pertain\nto the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets\nof our company,\n\n \n\n2.provide\nreasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.\nGAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and\n\n \n\n3.provide\nreasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could\nhave a material effect on the financial statements.\n\n \n\nBecause\nof its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial\nstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate\nbecause of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed\nthe effectiveness of our internal control over financial reporting at March 31, 2026. In making these assessments, management used the\ncriteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated\nFramework (2013). Based on our assessments and those criteria, due to our determination of the material weaknesses in our disclosure\ncontrols, as described above, management determined that we failed to maintain an effective internal control over financial reporting\nas of March 31, 2026.\n\n \n\nManagement\nhas implemented remediation steps to improve our internal control over financial reporting. Specifically, we increased layers of review\nfor record keeping and bookkeeping. We plan to further improve this process by identification of third-party professionals with whom\nto consult regarding complex accounting applications and consideration of additional staff to supplement existing accounting professionals.\n\n \n\nThis\nAnnual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status\nas an emerging growth company under the JOBS Act.\n\n \n\nChanges\nin Internal Control over Financial Reporting\n\n \n\nThere\nwere no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange\nAct) during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control\nover financial reporting."}