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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

July 30, 2024

Date of Report (Date of earliest event reported)

 

International Media Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-40687   86-1627460
(State or other jurisdiction
of incorporation) 		   (Commission File Number)    (I.R.S. Employer
Identification No.) 

 

1604 US Highway 130

North Brunswick, NJ

   08902
(Address of Principal Executive Offices)    (Zip Code) 

 

Registrant’s telephone number, including area code: (212) 960-3677

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   IMAQ   The Nasdaq Stock Market LLC
Warrants   IMAQW   The Nasdaq Stock Market LLC
Rights   IMAQR   The Nasdaq Stock Market LLC
Units   IMAQU   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 30, 2024, International Media Acquisition Corp. (the “Company”) received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that as the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2 and was therefore subject to delisting. The Company has until August 6, 2024 to request a hearing before the Nasdaq Hearings Panel (the “Panel”). If the Company does not request a hearing before the Panel by that date, trading in its securities will be suspended at the opening of business on August 8, 2024 and a Form 25 NSE will be filed with the Securities and Exchange Commission (“SEC”) removing the securities from listing and registration on The Nasdaq Stock Market. In the event the Company’s securities are delisted from Nasdaq, its securities are expected to trade over-the-counter. In such an event, the Company intends to apply to list on Nasdaq in connection with the closing of a potential business combination.

 

In addition, as previously disclosed, on July 9, 2024, the Company received a notice from the Listing Qualifications Staff of Nasdaq, which stated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not filed its Annual Report on Form 10-K for the period ended March 31, 2024 with the SEC. Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the SEC. The Form 10-K has not yet been filed. Pursuant to Listing Rule 5810(d)(2), this deficiency serves as an additional and separate basis for delisting, and as such, the Company would be required to address this concern before the Panel if it appeals Staff’s determination as well.

 

Item 8.01. Other Events

 

On August 5, 2024, the Company made a deposit of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from August 2, 2024 to September 2, 2024.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 5, 2024  

 

INTERNATIONAL MEDIA ACQUISITION CORP.

 

By: /s/ Shibasish Sarkar  
Name:  Shibasish Sarkar     
Title: Chief Executive Officer  

 

 

2

 

 

 

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Cover
Jul. 30, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 30, 2024
Entity File Number 001-40687
Entity Registrant Name International Media Acquisition Corp.
Entity Central Index Key 0001846235
Entity Tax Identification Number 86-1627460
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1604 US Highway 130
Entity Address, City or Town North Brunswick
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08902
City Area Code 212
Local Phone Number 960-3677
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock [Member]  
Title of 12(b) Security Common Stock
Trading Symbol IMAQ
Security Exchange Name NASDAQ
Warrants  
Title of 12(b) Security Warrants
Trading Symbol IMAQW
Security Exchange Name NASDAQ
Rights [Member]  
Title of 12(b) Security Rights
Trading Symbol IMAQR
Security Exchange Name NASDAQ
Units  
Title of 12(b) Security Units
Trading Symbol IMAQU
Security Exchange Name NASDAQ
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