International Media Acquisition Corp. 8-K

What Happened

• On April 30, 2026, International Media Acquisition Corp. (IMAQ) filed an 8-K reporting an amended and restated merger agreement with VCI Holdings Limited (VCI), Ethanol Quang Nam Production Company Limited (EQN), Vietnam Biofuels Development JSC (VNB), Valix Limited (the Purchaser) and Newbio Merger Limited (Merger Sub). The boards of IMAQ approved the Merger Agreement.
• The transaction structure: (a) a Share Purchase in which VCI shareholders will sell VCI in exchange for 98,000,000 Purchaser Class A Ordinary Shares and 2,000,000 Purchaser Class B Ordinary Shares; (b) Merger Sub will merge into IMAQ (IMAQ survives and becomes a wholly owned Purchaser subsidiary); and (c) the surviving IMAQ will be redomesticated to a British Virgin Islands business company. Security conversions at the reincorporation include cancellation/exchange of IMAQ units, conversion of common shares into one Purchaser Class A share each, adjustment of warrants/rights into Purchaser instruments, and rounding rules for fractional shares.
• Closing is subject to shareholder approvals, SEC registration statement effectiveness, Nasdaq listing approval, antitrust and other customary closing conditions.

Key Details

• Merger Agreement date: April 30, 2026; audited consolidated financial statements for 2023 and 2024 must be delivered by May 31, 2026.
• Share consideration: 98,000,000 Purchaser Class A Ordinary Shares + 2,000,000 Purchaser Class B Ordinary Shares to VCI shareholders at Share Purchase Closing.
• Earnout: up to 27,000,000 Purchaser Class A Ordinary Shares vesting on targets — 10,000,000 shares if VWAP ≥ $15 over any 20 trading days within a 30-trading-day window in 5 years; 15,000,000 shares if consolidated revenue ≥ $500M for any four consecutive quarters within five years; 2,000,000 shares if Purchaser declares ≥ $20M dividend within 3 years.
• Conditions to close include SEC registration statement effectiveness, shareholder votes, expiration/termination of HSR/antitrust waiting periods, delivery of required consents, and Nasdaq initial listing approval for the Purchaser.

Why It Matters

• This filing signals a planned business combination that will convert IMAQ’s public shell into a listed vehicle owning VCI’s business, change IMAQ’s corporate domicile to the BVI, and convert existing IMAQ securities into Purchaser shares/warrants — all of which can materially affect shareholder ownership and dilution.
• Investors should note the large share issuances (100 million primary shares at closing), potential additional dilution from a 27 million‑share earnout, and multiple closing conditions (SEC and Nasdaq approvals, shareholder votes, regulatory clearances). These factors determine whether and when the transaction completes and the ultimate equity stakes of current IMAQ holders.
• IMAQ and VCI will file a registration statement and proxy materials; shareholders should review those documents when available for full details and vote-related information.