| Item 7.01 | Regulation FD Disclosure. |
Furnished as Exhibit 99.1 hereto is an investor presentation,
dated January 10, 2023, that will be used by parties regarding the transaction contemplated by the Stock Purchase Agreement dated as
of October 22, 2022 (the “SPA”). by and among International Media Acquisition Corp. (“IMAQ”), Risee
Entertainment Holdings Private Limited and Reliance Entertainment Studios Private Limited (the “Target Company”) related to the acquisition of the equity of the Target Company (the
“Stock Acquisition”).
Exhibits 99.1 is intended to be furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended
(the “Securities Act”), as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information for Investors and Stockholders
This document does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended, or an exemption therefrom. IMAQ intends to file a proxy statement with the SEC. A proxy statement will be sent to all
IMAQ stockholders. IMAQ also intends to file other documents regarding the proposed transactions with the SEC. Before making any voting
decision, investors and security holders of IMAQ are urged to read the proxy statement and all other relevant documents that IMAQ files
with the SEC in connection with the proposed transactions as they become available because they will contain important information about
the proposed transactions.
Investors and security holders will be able to obtain free copies
of the proxy statement and all other relevant documents filed with the SEC by IMAQ through the website maintained by the SEC at www.sec.gov.
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K are
not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of IMAQ’s
and the Target Company’s respective management and are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAQ and the Target Company.
Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include
changes in domestic and foreign business, market, financial, political and legal conditions.
These forward-looking statements are subject to a number of risks and
uncertainties, including, the inability of the parties to successfully or timely consummate the SPA, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect IMAQ or the
expected benefits of the Stock Acquisition, if not obtained; the failure to realize the anticipated benefits of the Stock Acquisition;
matters discovered by the parties as they complete their respective due diligence investigation of the other party; the ability of IMAQ
to maintain the listing of IMAQ’s shares on Nasdaq; costs related to the Stock Acquisition; IMAQ’s failure to satisfy the
conditions to the consummation of each tranche of the Stock Acquisition, including the initial approval of the SPA by the stockholders
of IMAQ, the risk that the Stock Acquisition may not be completed by the stated deadlines and the potential failure to obtain an extension
of the stated deadlines; the inability to complete the financing contemplated in connection with the Stock Acquisition and the purchase
of 100% of the equity of the Target Company; the outcome of any legal proceedings that may be instituted against IMAQ or the Target Company
related to the Stock Acquisition; the attraction and retention of qualified directors, officers, employees and key personnel following
the Stock Acquisition, IMAQ’s ability following the Stock Acquisition to compete effectively in a highly competitive market; the
ability to protect and enhance the Target Company’s corporate reputation and brand; the impact from future regulatory, judicial,
and legislative changes in the Target Company’s industry; the uncertain effects of the COVID-19 pandemic and other pandemics on
the production of movies and attendance at movie theaters; changes in the viewing patterns of customers and consumer behavior, as well
as evolving technologies, distribution platforms and packaging; the substantial investment of capital required to produce and market films
and other programming; the inability to compete for talent, content, audiences, subscribers, advertising and distribution in the Indian
and global entertainment industry; future financial performance of IMAQ following the Stock Acquisition; the ability of IMAQ to forecast
and maintain an adequate rate of revenue growth and appropriately plan its expenses; the risk that the Stock Acquisition disrupts current
plans and operations of the Target Company as a result of the announcement and consummation of the Stock Acquisition; the possibility
that the Target Company may be adversely affected by other economic, business, regulatory, and/or competitive factors; the evolution of
the markets in which the Target Company competes, including technological changes and other trends affecting the entertainment industry
and increases in the cost for content and other rights; risks related to streaming initiatives; the ability of the Target Company to implement
its existing strategic initiatives and continue to innovate; risks related to acquisition and integration of acquired businesses; the
ability of the Target Company to defend its intellectual property; the risk that the Target Company may not be able to execute its growth
strategy and the timing of expected business milestones; and the risk of declines or disruptions in the Indian economy. The foregoing
list of risks is not exhaustive.
If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that
IMAQ and the Target Company do not presently know, or that IMAQ and the Target Company currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
IMAQ’s and the Target Company’s current expectations, plans and forecasts of future events and views as of the date hereof.
Nothing in this Current Report on Form 8-K and the exhibits hereto should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the exhibits hereto, which speak
only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors
of IMAQ and the Target Company described above. IMAQ and the Target Company anticipate that subsequent events and developments will cause
their assessments to change. However, while IMAQ and the Target Company may elect to update these forward-looking statements at some point
in the future, they each specifically disclaim any obligation to do so, except as required by law.
Participants in the Solicitation
IMAQ and the Target Company and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from IMAQ’s stockholders in connection with the proposed
Stock Acquisition. A list of the names of the directors and executive officers of IMAQ and information regarding their interests in the
Stock Acquisition will be contained in the proxy statement when available. You may obtain free copies of these documents as described
in the second paragraph under the above section entitled “Important Information for Investors and Stockholders.”
