~~☐ Confidential, for the use of the Commission only~~

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	~~☒ Definitive Proxy Statement~~ ~~☐ Definitive Additional Materials~~ ☐ Soliciting Material Pursuant to §240.14a-12

~~INTERNATIONAL~~International ~~MEDIA~~~~ACQUISITION~~~~CORP.~~Media Acquisition Corp.

(Name of Registrant as ~~Specified~~specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if ~~Other Than~~other than the Registrant)

~~☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)~~

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

~~On behalf of~~You are cordially invited to attend the ~~Board of Directors~~Annual General Meeting (the “Annual General Meeting”) of International Media Acquisition Corp. ~~(the “~~~~Company~~, a Delaware limited liability company (“IMAQ”, the “Company,” “~~International Media~~,“we,” “~~IMAQ~~”“us” or “we”“our”), ~~I invite you~~ to ~~attend our Special Meeting of Stockholders (the “~~~~Special Meeting~~~~”). We hope you can join us. The Special Meeting will~~ be held on February 13, 2024, at 9:3000 a.m., Eastern Time, ~~on January 2, 2024. IMAQ will be holding the Special Meeting~~ at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually via ~~live webcast at:~~the Internet. You will be able to attend the Annual General Meeting online, vote, and submit your questions during the Annual General Meeting by visiting https://loeb.zoom.us/j/99491880089?pwd=TStJNCtmM2lGV1RnN2FiS1R1WmhXQT09 or dialing 929 205-6099 or 877 853-5257 using the following information:

Meeting ~~URL: https://loeb.zoom.us/j/97728538978?pwd=OGt4RFd3WWpnRU5EdEVZS2VnaU0wUT09~~

While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb & Loeb LLP. The accompanying proxy statement is dated January 31, 2024, and is first being mailed to stockholders of the Company on or about February 2, 2024. The Notice of ~~Special~~Annual Meeting of Stockholders, the Proxy Statement and the proxy card accompany this letter are also available at ~~https://~~www.imac.org.in/~~2024-Proxy/default.aspx~~~~. We are first mailing these materials to our stockholders on or about December 20, 2023.~~AGM/default.aspx.

~~As discussed in~~Even if you are planning on attending the Annual General Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed ~~Proxy Statement,~~proxy, so that your shares will be represented at the ~~purpose of~~Annual General Meeting. It is strongly recommended that you complete and return your proxy card before the ~~Special~~Annual General Meeting date to ensure that your shares will be represented at the Annual General Meeting. Instructions on how to vote your shares are on the proxy materials you received for the Annual General Meeting.

The Annual General Meeting is being held to consider and vote upon the following ~~proposals:~~proposal:

The Director Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully the proposal in the accompanying proxy statement before you vote.

The Board has fixed the close of business on January 25, 2024 (the “Record Date”) as the date for determining stockholders entitled to receive notice of and vote at the Annual General Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Annual General Meeting or any adjournment thereof.

and is first being mailed to our stockholders with the form of proxy on or about February 2, 2024.

Whether or not you expect to attend the Annual General Meeting, you are respectfully requested by the Company’s Board of Directors to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Annual General Meeting.

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “Annual General Meeting”) of International Media Acquisition Corp., a Delaware limited liability company (the “Company”) , will be held on February 13, 2024, at 9:00 a.m., Eastern Time, at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, and will be available to attend virtually via the Internet. You will be able to attend the Annual General Meeting online, vote and submit your questions during the Annual General Meeting by visiting https://loeb.zoom.us/j/99491880089?pwd=TStJNCtmM2lGV1RnN2FiS1R1WmhXQT09 or dialing 929 205-6099 or 877 853-5257 using the following information:

While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb & Loeb LLP. The Annual General Meeting will be held to elect seven individuals toserve as directors until the expiration of their terms or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. If they are elected, Sanjay Wadhwa and Shibasish Sarkar will be elected as Class I directors, Claudius Tsang and Yu-Ping Edward Tsai will be elected as Class II directors, and Daung-Yen Lu, Jim Chen, and Joseph Hung will be elected as Class III directors. The term of the (i) Class I directors will end at our annual meeting held in 2025, (i) Class II directors will end at our annual meeting held in 2026, and (i) Class III directors will end at our annual meeting held in 2027.

Only stockholders of record of the Company as of the close of business on January 25, 2024 are entitled to notice of, and to vote at, the Annual General Meeting or any adjournments and/or postponements thereof. Each share of common stock entitles the holder thereof to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 7,522,430 shares of common stock issued and outstanding, including 975,530 public shares. The Company’s rights and warrants do not have voting rights in connection with the proposal.

Your vote is important. Proxy voting permits stockholders unable to attend the Annual General Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Annual General Meeting by following the instructions included in this proxy statement and on the proxy card. It is strongly recommended that you complete and return your proxy card before the Annual General Meeting date to ensure that your shares will be represented at the Annual General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your shares of common stock, please contact Advantage Proxy, Inc., our proxy solicitor, by emailing ksmith@advantageproxy.com.

By Order of the Board,

/s/ Shibasish Sarkar
Chairman of the Board of Directors
January 31, 2024

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the board of directors (the “Board”) for use at the Annual General Meeting of International Media Acquisition Corp., a Delaware limited liability company (the “Company,” “we,” “us” or “our”), and any adjournments and/or postponements thereof (the “Annual General Meeting”). The Annual General Meeting will be held on February 13, 2024, at 9:00 a.m., Eastern Time, at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154, and will be available to attend virtually via the Internet. You will be able to attend the Annual General Meeting online, vote and submit your questions during the Annual General Meeting by visiting https://loeb.zoom.us/j/99491880089?pwd=TStJNCtmM2lGV1RnN2FiS1R1WmhXQT09 or dialing 929 205-6099 or 877 853-5257 using the following information:

While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb & Loeb LLP.

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this proxy statement including, without limitation, regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our Annual Report on Form 10-K for the year ended March 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 14, 2023 and elsewhere in our filings with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Annual General Meeting to be held in person or virtually on February 13, 2024, or at any adjournments and/or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposal to be considered at the Annual General Meeting.

Director Proposal1 — ~~The~~~~Charter~~~~Amendment~~~~Proposal~~~~— A~~To elect seven individuals to serve as directors until the expiration of their terms or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. This proposal is referred to ~~amend IMAQ’s current certificate~~as the “Director Proposal”. If they are elected, Sanjay Wadhwa and Shibasish Sarkar will be elected as Class I directors, Claudius Tsang and Yu-Ping Edward Tsai will be elected as Class II directors, and Daung-Yen Lu, Jim Chen, and Joseph Hung will be elected as Class III directors. The term of ~~incorporation (the “Current Charter”~~the (i) Class I directors will end at our annual meeting held in 2025, (i) Class II directors will end at our annual meeting held in 2026, and (i) Class III directors will end at our annual meeting held in 2027.

Proxies are solicited by and on behalf of our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual General Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described below. If any matters not described in this proxy statement are properly presented at the Annual General Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual General Meeting is adjourned, the proxy holders can vote the shares on the new Annual General Meeting date as well, unless you have properly revoked your proxy instructions, as described elsewhere herein.

The Annual General Meeting will be held at 9:00 a.m., Eastern Time, on February 13, 2024, at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154, or virtually via live webcast. You will be able to attend the Annual General Meeting online, vote and submit your questions during the Annual General Meeting by visiting https://loeb.zoom.us/j/99491880089?pwd=TStJNCtmM2lGV1RnN2FiS1R1WmhXQT09 or dialing 929 205-6099 or 877 853-5257 using the following information:

We encourage you to access the Annual General Meeting webcast prior to the start time. While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb & Loeb LLP. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares.

Where will I be able to find the voting results of the Annual General Meeting?

We will announce preliminary voting results at the Annual General Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual General Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual General Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

Stockholders may send a later-dated, signed proxy card to the Company’s proxy solicitor, Advantage Proxy, Inc., Attention: Karen Smith, Toll Free:1-877-870-8565, Collect: 1-206-870-8565, E-mail: so that it is received prior to the vote at the Annual General Meeting (which is scheduled to take place on February 13, 2024). Stockholders also may revoke their proxy by sending a notice of revocation to the Company’s Chief Executive Officer, which must be received prior to the vote at the Annual General Meeting, or by attending the Annual General Meeting, revoking their proxy and voting in person. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR,” and “WITHHELD” votes, abstentions and broker non-votes for the proposal. A stockholder’s failure to vote by proxy or to vote in person at the meeting will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established.

If my shares are held in “street name,” will my broker automatically vote them for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that the proposal will be considered “non-discretionary” item.

Your broker, bank, or nominee can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to the proposal. We believe that the proposal is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Annual General Meeting.

A quorum is the minimum number of shares required to be present at the Annual General Meeting for the Annual General Meeting to be properly held under our Charter. The presence, in person, by proxy, or if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual General Meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that the proposal is a “non-discretionary” matter.

Holders of our common stock as of the close of business on January 25, 2024, the Record Date, are entitled to vote at the Annual General Meeting. As of the Record Date, there were 7,522,430 shares of common stock issued and outstanding, including 975,530 public shares. In deciding all matters at the Annual General Meeting, each stockholder will be entitled to one vote for each share of common stock held by them on the Record Date.

Registered Stockholders. If our shares are registered directly in your name with our transfer agent,Continental, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual General Meeting.

Street Name Stockholders. If our shares are held on your behalf in a brokerage account or by a bank orother nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of common stock at the Annual General Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

Yes. After careful consideration of the terms and conditions of the proposal, the Board has determined that it is in the best interests of the Company and its stockholders to vote for all the nominees. The Board recommends that the Company’s stockholders vote “FOR” all of the director nominees.

If you are a holder of record of the Company’s common stock on January 25, 2024, the Record Date for the Annual General Meeting, you may vote in person or by virtual attendance at the Annual General Meeting or by submitting a proxy for the Annual General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Annual General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Our Board is soliciting proxies for use at the Annual General Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Advantage Proxy, Inc. (“Advantage Proxy”) to assist in the solicitation of proxies for the Annual General Meeting. We have agreed to pay Advantage Proxy a fee of $8,500, plus associated disbursements for the Annual General Meeting, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy against certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

If you have questions about the Annual General Meeting or the proposal to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended March 31, 2023, and our subsequent Quarterly Reports on Form 10-Q, you should contact:

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

The Annual General Meeting will be held in person or by proxy on February 13, 2024, at 9:00 a.m., Eastern Time, at the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, NY 10154, or virtually via live webcast at https://loeb.zoom.us/j/99491880089?pwd=TStJNCtmM2lGV1RnN2FiS1R1WmhXQT09 or dialing 929 205-6099 or 877 853-5257 using the following information:

to consider and vote upon the proposal to be put to the Annual General Meeting. While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb & Loeb LLP.

At the Annual General Meeting, you will be asked to consider and vote on proposal to:

Director Proposal — To elect seven individuals toserve as directors until the expiration of their terms or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. This proposal is referred to as the “Director Proposal”. If they are elected, Sanjay Wadhwa and Shibasish Sarkar will be elected as Class I directors, Claudius Tsang and Yu-Ping Edward Tsai will be elected as Class II directors, and Daung-Yen Lu, Jim Chen, and Joseph Hung will be elected as Class III directors. The term of the (i) Class I directors will end at our annual meeting held in 2025, (i) Class II directors will end at our annual meeting held in 2026, and (i) Class III directors will end at our annual meeting held in 2027.

Only stockholders of record of the Company as of the close of business on January 25, 2024, are entitled to notice of, and to vote at, the Annual General Meeting or any adjournments and/or postponements thereof. Each share of common stock entitles the holder thereof to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 7,522,430 shares of common stock issued and outstanding, including 975,530 public shares. The Company’s rights and warrants do not have voting rights in connection with the proposal.

A quorum is the minimum number of shares required to be present at the Annual General Meeting for the Annual General Meeting to be properly held under our Charter. The presence, in person, by proxy, or if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual General Meeting constitutes a quorum. Shares of common stock that are present virtually during the Annual General Meeting constitute shares of common stock represented “in person.” Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe the proposal constitutes a “non-discretionary” matter.

The seven persons receiving a plurality of the votes cast will be elected to the Board. Abstentions and broker non-votes will have no effect on the election of directors.

A stockholder’s failure to vote by proxy or to vote in person at the Annual General Meeting will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the Annual General Meeting in the manner you direct. You may vote for or withhold your vote for the director nominees or you may abstain from voting. All valid proxies received prior to the Annual General Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” each of the director nominees and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Annual General Meeting.

You can vote your shares at the Annual General Meeting in person or by proxy. You may attend the Annual General Meeting via live webcast. You will be able to attend the Annual General Meeting online, vote and submit your questions during the Annual General Meeting by visiting by visiting https://loeb.zoom.us/j/99491880089?pwd=TStJNCtmM2lGV1RnN2FiS1R1WmhXQT09 or dialing 929 205-6099 or 877 853-5257 using the following information:

You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Annual General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe the proposal constitutes a “non-discretionary” matter.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Advantage Proxy, Inc., by calling Toll Free: 1-877-870-8565, Collect: 1-206-870-8565, or emailing: ksmith@advantageproxy.com.

Stockholders may send a later-dated, signed proxy card to the Company at International Media Acquisition Corp., 1604 US Highway, 130 North Brunswick, NJ, 08902, Attention: Secretary, so that it is received prior to the vote at the Annual General Meeting (which is scheduled to take place on February 13, 2024) or attend the Annual General Meeting in person or virtually and vote. Stockholders also may revoke their proxy by sending a notice of revocation to the Company’s Chief Executive Officer, which must be received prior to the vote at the Annual General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

The Annual General Meeting will be held in person or by proxy at 9:00 a.m., Eastern Time, on February 13, 2024, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue, NW, Suite 300, Washington, DC 20001, or virtually via live webcast online at https://loeb.zoom.us/j/99491880089?pwd=TStJNCtmM2lGV1RnN2FiS1R1WmhXQT09 or dialing 929 205-6099 or 877 853-5257 using the following information:

While stockholders are encouraged to attend the meeting virtually, you will be permitted to attend the Annual General Meeting in person at the offices of Loeb & Loeb LLP. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Annual General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

The Company is soliciting proxies for use at the Annual General Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Annual General Meeting. We have agreed to pay Advantage Proxy, Inc. a fee of $8,500, plus associated disbursements for the Annual General Meeting, and will reimburse Advantage Proxy, Inc. for its reasonable out-of-pocket expenses and indemnify Advantage Proxy against certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our outstanding common stock for their expenses in forwarding soliciting materials to beneficial owners of our outstanding common stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. You may contact Advantage Proxy, Inc. at:

Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

On November 10, 2023, Content Creation Media LLC (the “Sponsor”) and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”) and the Company entered into a Securities Purchase Agreement (as amended on 31^st January, 2024, the “SPA” or the “Agreement”) with JC Unify Capital (Holdings) Limited (the “Buyer”). On December 12, 2023, Paul F. Pelosi Jr and, respectively, on December 17, 2023, each of David M. Taghioff, Deepak Nayar, Klaas P. Baks. and Suresh Ramamurthi, tendered their resignation as directors (the “Existing Closing Directors”). On 31^st January, 2024, the Company appointed Yu-Ping Edward Tsai as director of the Company.

Our board of directors currently has three members, one of whom are deemed “independent” under SEC and Nasdaq rules.

At the Annual General Meeting, (i) Shibasish Sarkar, Yu-Ping Edward Tsai and Sanjay Wadhwa are up for re-election (“Existing Board”), and (ii) Claudius Tsang, Joseph Hung, Jim Chen and Daung-Yen Lu are up for election as new members of the Board of Directors. If they are elected, Sanjay Wadhwa and Shibasish Sarkar will be elected as Class I directors, Claudius Tsang and Yu-Ping Edward Tsai will be elected as Class II directors, and Daung-Yen Lu, Jim Chen, and Joseph Hungwill be elected as Class III directors. The term of the (i) Class I directors will end at our annual meeting held in 2025, (i) Class II directors will end at our annual meeting held in 2026, and (i) Class III directors will end at our annual meeting held in 2027.

If for some unforeseen reason the nominee is not available as a candidate for director, the proxies may be voted for such other candidate as may be nominated by the Board.

The following table sets forth information regarding (i) the positions and offices presently held with the Company by each director and executive officer, their age as of the Record Date, and (ii) the nominee directors. Proxies not marked to the contrary will be voted in favor of each such nominee’s election.

Name	Age	Position
Shibasish Sarkar⁽¹⁾	51	Chairman, Director and CEO
Sanjay Wadhwa⁽¹⁾	57	Director
Yu-Ping Edward Tsai	66	Independent Director
Claudius Tsang	47	Nominee Director and nominee CFO
Jim Chen	47	Nominee Director and nominee President
Joseph Hung	67	Nominee Independent Director
Daung-Yen Lu	80	Nominee Independent Director

(1) Mr. Sanjay Wadhwa and Mr. Shibasish Sarkar intends to resign their positions as directors and officers of the Company at the closing of the transaction contemplated by the SPA.

The following is a summary of the biographical information of our director-nominees:

Claudius Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions, and PIPE investments. Since 2022, Mr. Tsang has been the non-executive director of Unity Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading of energy saving products in Hong Kong. During his 15-year career at Templeton from 2005 to 2007 and from 2008 to 2020, Mr. Tsang served in various positions, including Co-head of Private Equity (North Asia) at Templeton Asset Management Limited and a Partner of Templeton Private Equity Partners, Partner, Senior Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment, management, and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investments in Asia. From July 2007 to June 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. Mr. Tsang served as the Chief Executive Officer and Chairman of Model Performance Acquisition Corp., from March 2021 and July 2021 respectively, until it closed its business combination with MultiMetaVerse Inc. in January 2023. Since November 2022, he has served as the Chief Executive Officer, Chairman and Director of A Paradigm Acquisition Corp. He previously served as the Chief Executive Officer and in June 2021 became the Chief Financial Officer of JVSPAC Acquisition Corp. He has served as the Chief Financial Officer of A SPAC II Acquisition Corp since July 2021 and as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp since February 2022 and March 2022, respectively. Mr. Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019. Mr. Tsang obtained a postgraduate certificate in sustainable business from the University of Cambridge in 2023, a Master of Business Administration from the University of Chicago Booth School of Business in 2017, a bachelor’s degree in law from Tsinghua University in 2005, and a bachelor’s degree in engineering from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charter holder.

JimChen has over 20 years of experience in private equity, corporate finance, investment management, consulting and engineering across Asia. Since 2019, Mr. Chen has served as Chairman and CEO of JC Capital Taiwan Co., Ltd., a Taiwan-based investment firm, where he leads the firm's investment strategy and portfolio management and serves as General Partner of Wisdom Capital L.P. Since 2014, Mr. Chen founded and serves as Managing Director at JC Capital Limited, a Cayman Islands-based private placement fund that invests in secondary market in China with venture capital arm that invests in Semiconductor, AIIoT, EV & Clean Energy and to connect Taiwan with Silicon Valley covering artificial intelligence, robotics, smart manufacturing, and the IoT industries. From 2015 to 2018, Mr. Chen served as Managing Partner of Bridge Roots Capital, a Taiwan-based venture capital firm where he managed two VC funds in Taiwan and one PE fund in Cayman Islands with an approximately AUM of US$70 million at the time. From 2011 to 2015, Mr. Chen served as Executive Director at IIH Assets Management Group where he structured and managed fund-raising including VC/PE funds in China, focusing on sectors including Bio-medical, Consumer and TMT. From 2010 to 2011, Mr. Chen worked at AmTRAN Technology as a Senior Investment Manager and member of the CEO Office where he was responsible for planning and completing M&A deals and strategic investments in Greater China. In 2010, Mr. Chen served as Associate at STIC Investments, a pan-Asia private equity firm. From 2007 to 2010, Mr. Chen served as Investment Manager at Grand Asia Capital Services Pte. Ltd. (Yuanta Venture Capital). From 2002 to 2005, Mr. Chen served as intern at Merrill Lynch. From 2002 to 2004, Mr. Chen served as Account Manager at Lite-On Technology Corp. From 2001 to 2002, Mr. Chen served as Field Application Engineer at Behavior Tech Computer Corp. Mr. Chen obtained his MBA in Finance from Syracuse University between 2004 and 2006. Mr. Chen holds a Bachelor's degree in Engineering in Mechanical Engineering from National Tsing Hua University in Taiwan in 2001.

Joseph Hung has over three decades of experience in academia and business advisory. Dr. Hung is currently the President of Transcend Asset, Inc., a business advisory firm in Taiwan, a position he has held since 2022. Prior to that, Dr. Hung served as a Professor at the Institute of Management of Technology at National Chiao Tung University in Taiwan from 1990 to 2022. During his time, Dr. Hung taught courses in finance, valuation, entrepreneurship, technology management and innovation. Dr. Hung’s has published extensively in academic journals, and authored two books - Business Valuation: Theories and Practices, and Trend of Innovation: Stories of Trend Technology Inc. Dr. Hung has also held numerous advisory and board positions. Since 2001, Dr. Hung has served as the Chairman of the Chinese Association of Business Valuation. He was a Board Member of the Chinese Society of Management of Technology from 1996 to 2022, Academic Advisor to the Next Generation Mobile Network Alliance from 2014 to 2021 and served on committees at National Chiao Tung University from 2003-2010. Dr. Hung obtained his Ph.D. in Finance from Texas Tech University in 1990, M.A. in Management from Sonoma State University in 1984, and holds a B.S. in Electrical Engineering from National Chiao Tung University in 1979.

Mr. Daung-Yen Lu has over two decades of experience in financial management, securities management, taxation and auditing. Since 2011, Mr. Lu has served as Chairman of China Intangible Assets Appraisement Co., Ltd. During his tenure, Mr. Lu guided and supervised the Company’s strategy and development. From 2008 to 2019, Mr. Lu served as a Part-time Professor at National Chengchi University, where he taught courses in the Graduate Institute of Finance Department. From 2006 to 2009, Mr. Lu served as the Chairman of Taipei Exchange (TPEx) overseeing both the domestic securities market and the expansion of overseas operations. From 2004 to 2006, Mr. Lu served as the Vice Chairperson and Chairperson of the Financial Supervisory Commission (FSC). Mr. Lu obtained his Master's degree in the Department of Finance and Taxation and the Graduate Institute of Public Finance from National Chengchi in 1979 as well as his Bachelor's degree from the Department of Accounting & Statistics of the National Chengchi University in 1966.

The following is a summary of the biographical information of our continuing directors:

Shibasish Sarkar has served as our Chairman of the Board of Directors and Chief Executive Officer since our inception. Mr. Sarkar has extensive experience with over 30 years in the media industry. Mr. Sarkar has been handling multiple verticals across films, television, animation, gaming content and operations of digital and new media platforms. Between January 2019 and October 2021, Mr. Sarkar had been the Group CEO at Reliance Entertainment and was Group COO from September 2015 to December 2018. Reliance Entertainment is a part of the Reliance ADA Group, a leading private sector business serving over 250 million customers across financial services, infrastructure, power, telecommunications, media and entertainment, and healthcare sectors. While in service, Mr. Sarkar, had also served as director and member of the senior leadership team of various Reliance ADA Group companies. Mr. Sarkar has hands-on experience and domain expertise within geographic markets of India, UK, Middle East and Asia, having helmed the distribution and production of hundreds of films having collaborated with the leading filmmakers & actors of Indian film industry. Mr. Sarkar has been a pioneer in producing digital content with clients across major OTT and TV Video-On-Demand platforms like Netflix, Amazon Prime Video, Disney+ Hotstar, Jio and SonyLIV etc. Mr. Sarkar is also the President of the Producers Guild Of India. Mr. Sarkar’s significant experience in the media and entertainment industry makes him well qualified to serve as a member of our board of directors.

Sanjay Wadhwa has served as a member of our Board of Directors since our inception. Since 1993, Mr. Wadhwa has been the Managing Partner of AP International Group, established in 1958, now one of the oldest film studios in southern India. AP International Group has been involved in film financing, acquisition, distribution, and handling of over 1000 films since its inception. Mr. Wadhwa, with over 35 years of experience in the field of Indian media and entertainment industry, has expertise in film financing, international distribution and syndication, digital media services platform and content production. Mr. Wadhwa is a well-known media personality in Southern India and within the Tamil, Telugu, and Malayalam speaking markets in Middle East, North America and South-East Asia, with notable contribution to trade and film exporting organizations. Mr. Wadhwa has been a member of the Entrepreneurs Organization, Chennai since 2000 and was the second Indian to be on the global board of Entrepreneurs Organization, Alexandria, Virginia, USA (2014 to 2017). Mr. Wadhwa also serves as a director on the board of Phonographic Digital Limited and was also the former director in Recorded Music Performance Ltd. We believe that Mr. Wadhwa’s extensive experience in the Indian media and entertainment industry makes him qualified to serve as a member of our board of directors.

Yu-Ping Edward Tsai has served as a member of our Board of Directors since January 31, 2024. Mr. Tsai has over two decades of experience in private equity investment and entrepreneurship in the legal, manufacturing and financial services sectors, with an extensive track record of venture deals. Mr. Tsai is the co-founder of Paradigm Venture Partners, a Taiwan-based venture capital firm, and has been its Chairman since 2000. Mr. Tsai worked as a corporate and securities attorney at Baker & McKenzie, a leading international law firm, from 1989 to 1994. Subsequently, Mr. Tsai was the president of Allianz-President General Insurance from 1997 to 1994 and President and CEO of President Investment Trust Corporation from 1994 to 1997. During his tenure with the Uni-President Group, a multi-billion-dollar conglomerate in China, Mr. Tsai helped build Toppoly which was later on acquired by the Foxconn Group, one the world largest EMS (Electronics Manufacturing Services) providers. Mr. Tsai also serves as independent director of several well- known Taiwanese listed companies, including Weikeng Industrial Co., Ltd. (TWSE: 3033), Welldone Company (TWO: 6170), and CipherLab Information Technology Co., Ltd. (TWO: 6160). Mr. Tsai received a Master’s degree in Laws from Tulane University Law School in 1983, and a Juris Doctor degree from Santa Clara University School of Law in 1988.

To the knowledge of our management, there was no material proceeding to which any director or executive officer, or any associate thereof, is a party adverse to us or has a material interest adverse to us.

Nasdaq requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an executive officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of our Board of Directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

The Board of Directors has determined that four of its seven directors (Shibasish Sarkar, and Sanjay Wadhwa, Claudius Tsang and Jim Chen) are non-independent directors of the Company and three of its seven directors, Yu-Ping Edward Tsai, Joseph Hung and Daung-Yen Lu are “independent” directors as defined in the applicable Nasdaq listing standards and applicable SEC rules. Mr. Shibasish Sarkar and Mr. Sanjay Wadhwa intends to resign from their position as directors and officers of the Company upon the closing of the transaction contemplated in the SPA. Upon the resignation of Mr. Shibasish Sarkar and Mr. Sanjay Wadhwa, the Board of Directors will be composed of a majority of independent directors. The Company’s audit committee shall consist of three independent directors – Yu-Ping Edward Tsai, Joseph Hung and Daung-Yen Lu. Mr. Joseph Hung is the chair of the audit committee. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office.

We have established an audit committee of our Board of Directors. Yu-Ping Edward Tsai, Joseph Hung and Daung-Yen Lu will serve as members of our audit committee and Mr. Joseph Hung will serve as the chair of the audit committee. Each member of the audit committee is independent under the NASDAQ listing standards and applicable SEC rules. Additionally, each member of the audit committee is financially literate and Mr. Joseph Hung qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including, but are not limited to:

•	reviewing and discussing with management and the independent registered public accounting firm the annual audited financial statements, and recommending to ~~extend~~ the ~~date~~board whether the audited financial statements should be included in our Form 10-K;
•	discussing with management and the independent registered public accounting firm significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
•	discussing with management major risk assessment and risk management policies;
•	monitoring the independence of the independent registered public accounting firm;
•	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
•	reviewing and approving all related-party transactions;
•	inquiring and discussing with management our compliance with applicable laws and regulations;
•	pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
•	appointing or replacing the independent registered public accounting firm;
•	determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
•	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which ~~it has~~raise material issues regarding our financial statements or accounting policies; and
•	approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or NASDAQ rules. In accordance with Rule 5605(e)(2) of the NASDAQ rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. Yu-Ping Edward Tsai, Joseph Hung and Daung-Yen Lu will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605(e)(1)(A) of the NASDAQ rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

We have established a compensation committee of the Board of Directors. Yu-Ping Edward Tsai, Joseph Hung and Daung-Yen Lu will serve as members of our compensation committee and Mr. Joseph Hung will serve as the chair of the compensation committee. Under the NASDAQ listing standards, we are required to have a compensation committee composed entirely of independent directors, except in limited circumstances. We expect that our Board of Directors will determine that each member of the compensation committee is independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

•	reviewing and approving on an annual basis the corporate goals and objectives relevant to ~~consummate~~our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;
•	reviewing and approving the compensation of all of our other executive officers and reviewing and making recommendations with respect to all non-executive officer compensation;
•	reviewing our executive compensation policies and plans;
•	implementing and administering our incentive compensation equity-based remuneration plans;
•	assisting management in complying with our proxy statement and annual report disclosure requirements;
•	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
•	producing a ~~business combination (the “Combination Period”)~~report on executive compensation to be included in our annual proxy statement; and
•	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for ~~twelve (12) additional one (1) month periods from January 2, 2024~~directors.

Notwithstanding the foregoing, as indicated above, no compensation of any kind, except for the compensation of $40,000 to Mr. Viswash Joshi, our former chief financial officer, earned in fiscal 2023 pursuant to the employment agreement that he entered into with us on February 8, 2021, as further described in “Executive Officers and Director Compensation”, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

To the Company’s knowledge, none of the new officers currently serves, and in the past year has not served, as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving on our Board of Directors.

We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business. You may review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. To the Company’s knowledge, during the year ended March 31, 2023, there were no delinquent filers.

The Board and its committees held the following number of meetings during the fiscal year ended March 31, 2023:

The meetings include meetings that were held by means of a conference telephone call, but do not include actions taken by unanimous written consent.

Each director attended at least 75% of the total number of meetings of the Board of Directors and those committees on which he served during the year.

At the advice of other members of the management or the Board, or Chairperson calls meetings of the Board when necessary. After the election, we have three independent directors. Our Board has two standing committees, each of which is comprised solely of independent directors with a committee chair. The Board believes that the Company’s chief executive officer is best situated to serve as chairman of the Board because he is the director most familiar with our business and the director most capable of identifying strategic priorities and executing our business strategy. In addition, having a single leader eliminates the potential for confusion and provides clear leadership for the Company. We believe that this leadership structure has served the Company well. Our Board has overall responsibility for risk oversight. The Board has delegated responsibility for the oversight of specific risks to Board committees as follows:

	·	The Audit Committee oversees the Company’s risk policies and processes relating to ~~January 2, 2025 (the “~~~~Charter~~ ~~Amendment Proposal~~”) the financial statements and financial reporting processes, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, policies and processes for monitoring and mitigating those risks.

	·	The Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our overall compensation policies for employees.

The Board is responsible to approve all related party transactions according to our Code of Ethics. We have not adopted written policies and procedures specifically for related person transactions.

Stockholders who wish to communicate with the Board or with specified members of the Board should do so by sending any communication to 1604 US Highway 130 North Brunswick, NJ, 08902 ; Attention: _Ms. Priyanka Agarwal.

Any such communication should state the number of shares beneficially owned by the shareholder making the communication. Our Secretary will forward such communication to the full Board or to any individual member or members of the Board to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority to discard the communication or take appropriate legal action regarding the communication.

On February 9, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 share of common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Units and underlying securities and assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). On August 6, 2021, the underwriters’ exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture.

The Sponsor and the other holders of the Founder Shares (the “initial stockholders”) have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of an initial Business Combination, or earlier in each case if, subsequent to an initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

On July 22, 2021, the Sponsor sold 30,000 of its Founder Shares to each of its five independent directors (the “Directors”) (or 150,000 Founder Shares in total) for cash consideration of approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Directors was determined to be $787,500 as of July 22, 2021. As such, the Company recognized compensation expense of $786,848 within stock-based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.

On September 17, 2021, the Sponsor sold 25,000 of its Founder Shares to an additional independent director (the “Additional Director”) for consideration of approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Additional Director was determined to be $141,250 as of September 17, 2021. As such, the Company recognized compensation expense of $141,150 within stock-based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.

On September 17, 2021, the Sponsor sold 75,000 of its Founder Shares to an independent consultant (the “Consultant”) for consideration of approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Consultant was determined to be $423,750 as of September 17, 2021. As such, the Company recognized compensation expense of $423,450 within stock-based compensation expense in the Company’s Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.

On February 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Initial Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021, and June 17, 2021, the Company issued additional unsecured promissory notes to the Sponsor (the “Additional Promissory Notes” and, together with the “Initial Promissory Note”, the “IPO Promissory Notes”), pursuant to which the Company may borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes were non-interest bearing and payable on the earlier of (i) March 31, 2022, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes was repaid on August 6, 2021.

On January 14, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Post-IPO Promissory Note”), pursuant 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 2022, and (ii) $200,000 during the month of June 2022 at the Company’s discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.

On March 29, 2022, the Company amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow at its discretion under the note increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (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 later than June 30, 2022. No other terms were amended pursuant to this amendment and restatement. As of March 31, 2023 and March 31, 2022, the amount outstanding on the promissory note was $750,000 and $195,000 respectively.

On August 10, 2022, the Company issued an unsecured promissory note to the Sponsor (the “August 2022 Promissory Note”), pursuant to which the Company may borrow up to 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 October 31, 2022, and (iii) up to $200,000 no later than January 31, 2023, at the Company’s discretion. The August 2022 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination. As of March 31, 2023, and March 31, 2022, the amount outstanding on the August 2022 Promissory Note was $895,000 and $0 respectively.

On November 18, 2022, the Company issued an unsecured promissory note to the Sponsor (the “November 2022 Promissory Note”), pursuant to which the Company may borrow up to an aggregate of $300,000 no later than March 31, 2023, at the Company’s discretion. The November 2022 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination. As of March 31, 2023, and March 31, 2022, the amount outstanding on the November 2022 Promissory Note was $300,000 and $0 respectively.

On February 14, 2023, the Company issued an unsecured promissory note to the Sponsor (the “February 2023 Promissory Note”), pursuant to which the Company may borrow up 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 no 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, upon the request by the Company at the Company’s discretion. The February 2023 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination. As of March 31, 2023, and March 31, 2022, the amount outstanding on the February 2023 Promissory Note was $180,541 and $0 respectively.

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor up to a total of $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or liquidation, the Company will cease paying these monthly fees. In April 2023 the agreement was terminated and the amount due was waived off. As of June 30, 2023, and June 30, 2022, the amount outstanding under this agreement is $0 and $110,000, respectively.

In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into units of the 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 Units.

On January 26, 2023, the Company entered into a Loan and Transfer Agreement, dated as of the date hereof (the “Loan Agreement”), by and among the Company, Content Creation Media, LLC (the “Sponsor”), and the lender named therein (the “Lender”), pursuant to which the Sponsor was permitted to borrow $385,541 (the “Initial Loan”) and $128,513 per month, at the Company’s discretion (each a “Monthly Loan” and collectively with the Initial Loan, the “Loan”) which will in turn be loaned by the Sponsor to the Company, to cover certain extension payments to the trust account of the Company. Pursuant to the Loan Agreement, the Loan shall be payable within five (5) days of the date on which Company consummates its de-SPAC transaction.

As additional consideration for the Lender making the Initial Loan available to Sponsor, the Company shall issue 500,000 shares of Common Stock to the Lender (the “Initial Securities”), and as additional consideration for the lender making each Monthly Loan available to Sponsor, the Company shall issue 166,700 shares of Common Stock to Lender for each Monthly Loan. Such securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the de-SPAC Closing in connection with the de-SPAC Closing, or if no such registration statement is filed in connection with the de-SPAC Closing, the first registration statement filed subsequent to the de-SPAC Closing, which will be filed no later than 45 days after the de-SPAC Closing and declared effective no later than 90 days after the de-SPAC Closing.

The proceeds of the Loan were used for the Company to fund amounts deposited into the Company’s trust account in connection with each extension of the time available for the Company to consummate a business combination.

Our sponsor, officers and directors, or any of their respective affiliates, are entitled to be reimbursed for certain bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

No compensation or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our management team, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is).

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our issued and outstanding common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

We also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our insiders, officers or directors unless we have obtained an opinion from an independent investment banking firm and the approval of a majority of our disinterested and independent directors (if we have any at that time) that the business combination is fair to our unaffiliated stockholders from a financial point of view. In no event will our insiders, or any of the members of our management team be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

If they are elected, Sanjay Wadhwa and Shibasish Sarkar will be elected as Class I directors, Claudius Tsang and Yu-Ping Edward Tsai will be elected as Class II directors, and Daung-Yen Lu, Jim Chen, and Joseph Hung will be elected as Class III directors. The term of the (i) Class I directors will end at our annual meeting held in 2025, (i) Class II directors will end at our annual meeting held in 2026, and (i) Class III directors will end at our annual meeting held in 2027.

The nominees receiving a plurality of the votes cast will be elected to the Board (ie, the seven persons receiving the highest number of votes will be elected). If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct the holder how to vote, by marking your proxy card. For purposes of the election of directors, abstentions and broker non-votes will have no effect on the result of the vote.

The Board recommends a vote FOR the election of all the above director-nominees.

None of our executive officers and directors receive any compensation for their services to us, except for the compensation of $40,000 to Mr. Viswash Joshi, our former chief financial officer pursuant to an employment agreement that he entered into with us on February 8, 2021, as further described below. No other compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. No compensation was paid to any person in the fiscal year ended March 31, 2023.

On February 8, 2021, the Company entered into an agreement with Vishwas Joshi to act as Chief Financial Officer of the Company for a period of twenty-four months from the date of listing of the Company on NASDAQ. The Company has agreed to pay Mr. Joshi up to $400,000, subject to the Company successfully completing a Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company has agreed to pay Mr. Joshi $40,000. The expense accrued under this agreement is $40,000 as of June 30, 2023. On July 21, 2023, the Company extended the tenure of the agreement from July 27, 2023, to September 30, 2023, and the tenure was not further extended after September 30, 2023.

Other than above, none of our officers or directors have received any compensation for services rendered to us. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than the aforementioned payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

There were no option exercises for the year ended March 31, 2023 or options outstanding as of March 31, 2023.

The Audit Committee, on behalf of the Board, serves as an independent and objective party to monitor and provide general oversight of the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our independent registered public accounting firm, our compliance with legal and regulatory requirements and our standards of business conduct. The Audit Committee performs these oversight responsibilities in accordance with its Audit Committee Charter. Currently, the Board only has three members, including one independent member and the Audit Committee will be reconstituted with three independent member after the conclusion of the annual meeting. At the time the audited financial statements for the year ended March 31, 2023 were audited, an independent Audit Committee was in place and approved such financial statements.

Our management is responsible for preparing our financial statements and our financial reporting process. Our independent registered public accounting firm is responsible for expressing an opinion on the conformity of our audited financial statements to generally accepted accounting principles in the United States of America. The Audit Committee met with our independent registered public accounting firm, with and without management present, to discuss the results of their examinations and the overall quality of our financial reporting.

In this context, the Audit Committee reviewed and discussed our audited financial statements for the year ended March 31, 2023 with management and with our independent registered public accounting firm. The Audit Committee discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees), which includes, among other items, matters related to the conduct of the audit of our annual financial statements.

The Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence from us and our management. In addition, no non-audit services were provided by our independent registered public accounting firm in 2023 was compatible with maintaining our registered public accounting firm’s independence and has concluded that it was.

Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board that our audited financial statements be included in our Annual Report on Form 10-K for the year ended March 31, 2023.

This is submitted by the Board of Directors in lieu of the Audit Committee, the members of which resigned in December 2023. Yu Ping Edward Tsai is independent as defined under the standards of the SEC and the Nasdaq Stock Market.

The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing of our company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent we specifically incorporate this Audit Committee Report by reference therein.

The Audit Committee has selected the firm of MERCURIUS & ASSOCIATES LLP (Formerly known as AJSH & Co LLP (“Mercurius”), an independent registered public accounting firm, as our auditors for the fiscal year ending March 31, 2023.

Representatives of Mercurius have been invited to but are not expected to be present at the Annual Meeting. Mercurius was engaged by us on June 24, 2023.

We incurred approximately $35,000 and $0 for professional services rendered by our registered independent public accounting firm, Mercurius, for the audit and reviews of the Company’s financial statements for each of fiscal 2023 and 2022, respectively.

We did not incur any audit-related fees to Mercurius in each of fiscal 2023 and 2022.

We did not incur any fees from our registered independent public accounting firms for services rendered to us, other than the services covered in “Audit Fees” and “Audit-Related Fees” for the fiscal years ended March 31, 2023 and 2022.

The Audit Committee pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s independence.

With respect to the Company’s auditing and other non-audit related services rendered by its registered independent public accounting firm for the years ended March 31, 2023 and 2022, all engagements were entered into pursuant to the Audit Committee’s pre-approval policies and procedures.

No business may be transacted at any annual general meeting or Annual General Meeting other than business that is either (i) specified in the notice of the general meeting (or any supplement thereto) given by or at the direction of the directors of the Company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in our governing documents.

The Board does not know of any other matters to be presented at the Annual General Meeting. If any additional matters are properly presented at the Annual General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.

Our principal executive offices are located at 1604 US Highway, 130 North Brunswick, NJ, 08902. Our telephone number is (212) 960-3677.

The following table sets forth information available to us as of the Record Date, with respect to our shares of common stock held by:

	~~Proposal 2 — Trust Amendment Proposal —~~ ~~A proposal~~·	each person known by us to ~~amend IMAQ’s investment management trust agreement, dated as~~be the beneficial owner of ~~July 28, 2021, as amended on July 26, 2023, (the “~~~~Trust Agreement~~~~”), by~~more than 5% of our issued and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Combination Period for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 (i.e., for a total period of time ending 41 months from the consummation of the IPO) (as amended, the “~~Trust Amendment~~~~”) by depositing into the trust account (the “~~~~Trust Account~~~~”) $20,000 for each one-month extension (each, an “~~~~Extension Payment~~~~”) (the “~~~~Trust Amendment Proposal~~~~”);~~ outstanding common stock;

	~~(iii)~~·	~~Proposal~~3— ~~NTA~~~~Requirement~~~~Proposal~~~~— A proposal to modify Article SIXTH (D) (the “NTA Requirement”) in the Current Charter in order to expand the methods that IMAQ may employ to not become subject to the “penny stock” rules~~each of ~~the SEC (the “~~~~NTA~~ ~~Requirement Proposal~~~~”);~~our executive officers and directors and director nominees; and

	~~(iv)~~·	~~Proposal~~4— ~~The~~~~Adjournment~~~~Proposal~~~~— To act on such other matters~~all our executive officers and directors as ~~may properly come before the meeting or any adjournment or adjournments thereof (the “~~~~Adjournment~~ ~~Proposal~~~~”).~~ a group.

Each of the Charter Amendment Proposal, the Trust Amendment Proposal, the NTA Requirement Proposal, and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before you vote.

~~The purpose~~Beneficial ownership is determined according to the rules of the ~~Charter Amendment Proposal~~SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and ~~the Trust Amendment Proposal is to allow the Company an option to further extend the time to complete an initial business combination (the~~ ~~“Business Combination”~~~~) and to pay an extension amount~~warrants that is substantially less than the $128,513.7 for each one- month extension provided by the Current Charter. The Company’s Current Charter provides that the Company has the right to extend the Combination Period for one

~~(1) month until August 2, 2024 (i.e., 36 months from the consummation of the IPO).~~

~~If the Charter Amendment Proposal and Trust Amendment~~ are ~~approved, the Company~~currently exercisable or will ~~instead have the right to extend the Combination Period twelve~~

~~(12) times for an additional one (1) month each time up to January 2, 2025 to complete a Business Combination, provided that the Extension Payment of $20,000 per month (the “~~~~Extension Payment~~”) is deposited into the Trust Account on or prior to the date of the same applicable deadline. Assuming that there are no redemptions, the Extension Payment would result in additional amount per public share of approximately $0.01 per month.

After consultation with the Sponsor, IMAQ management believes that, if the Charter Amendment Proposal is approved, the Sponsor, the Buyer (as defined below) or their affiliates will, if needed, contribute a sufficient amount to the Company as a loan (each loan being referred to herein as a ~~“Contribution”~~) for the Company to deposit the funds into the Trust Account as the Extension Payment and to extend the business combination period for an additional one (1) month period each time for a total of twelve (12) times. Each Extension Payment will be deposited in the Trust Accountbecome exercisable within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) shall be made in the form of non-interest bearing, unsecured promissory notes. If we complete a Business Combination, we will, at the option of the Sponsor, repay the Contribution or convert a portion or all of the amounts loaned under such Contribution into units, which units will be identical to the private placement units issued to our Sponsor that closed concurrently with our initial public offering60 days. Except as described in the ~~registration statement for our initial~~footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

In the table below, percentage ownership is based on 7,522,430 shares of common stock outstanding as of the Record Date, including 975,530 public ~~offering.~~shares. Voting power represents the combined voting power of shares of common stock owned beneficially by such person. The ~~Company will~~following table does not ~~be obligated to repay the loans if the Company is unable to consummate an initial business combination except to the extent~~reflect record of beneficial ownership of any ~~funds held outside~~shares of common stock issuable upon conversion of the ~~Trust Account.~~rights or exercise of the warrants, as the rights and warrants are not exercisable within 60 days of the Record Date.

	Number of Shares Beneficially Owned		Percentage of Outstanding Shares

*Directors and Officers*⁽¹⁾
Shibasish Sarkar ⁽²⁾		6,296,900		83.71	%
Sanjay Wadhwa		—		—
Yu-Ping Edward Tsai		—		—
All officers and directors as a group (3 individuals)		6,296,900		83.71	%
*Holders of more than 5% of our outstanding common stock*
Content Creation Media LLC ⁽²⁾⁽³⁾		6,296,900		83.71	%

(1)
2 Unless otherwise noted, the business address of each of our stockholders listed is 1604 US Highway, 130 North Brunswick, NJ, 08902.
(2)	Consists of shares owned by Content Creation Media LLC, over which Shibasish Sarkar, our Chairman and Chief Executive Officer, has voting and dispositive power over the shares owned by Content Creation Media LLC. Mr. Sarkar disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(3)	Content Creation Media LLC, our Sponsor, is the record holder of such shares. Shibasish Sarkar is the sole managing member of our Sponsor. The address of this stockholder is 1604 US Highway 130, North Brunswick, NJ 08902.

The Company’s Charter currently provides that it will not consummate any business combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such business combination. The purpose of the NTA Requirement Proposal is to add an additional basis on which the Company may rely, as it has since its IPO, so as not to be subject to the “penny stock” rules of the Securities and Exchange Commission (the ~~“SEC”~~).

Unless the NTA Requirement Proposal is approved, the Company will not proceed with the Extension, as described herein, or the Redemption if the Company does not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

~~The~~~~purpose~~of~~the~~~~Charter~~~~Amendment~~ Proposal and the Trust Amendment Proposal is to allow the Company an option to further extend the Combination Period. The Current Charter provides that the Company has until August 2, 2024 to complete its initial business combination. You are not being asked to vote on any business combination at this time. If the Charter Amendment and Trust Amendment are implemented and you do not elect to redeem your public shares now, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated the business combination by the applicable termination date.

On November 10, 2023, the Company entered into a Securities Purchase Agreement ~~(the~~(as amended on January 31, 2024, the “Securities Purchase Agreement”) with JC Unify Capital (Holdings) Limited, a BVI company (the “Buyer”), Content Creation Media LLC, a Delaware limited liability company (the “Sponsor”), and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), pursuant to which (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and ~~597,675~~657,675 private placement units of the Company, which represents ~~75%~~approximately 76% of the total Company Securities owned by the Sponsor (“Transferred Sponsor SPAC Securities”) for an aggregate purchase price of $1.00 (the “Closing Cash Purchase Price”), (ii) the closing of the transactions contemplated by the Securities Purchase Agreement (the “Closing”) shall take place as soon as practicable after signing of the Securities Purchase Agreement, on such time and date as may be mutually agreed by the Buyer and the Sellers, subject to satisfaction of the conditions set forth in the Securities Purchase Agreement.

The obligation of the Buyer and Sellers in connection with the Closing are subject to the satisfaction (or waiver) of the certain conditions as described in the Securities Purchase Agreement

At the Closing, (i) Seller shall deliver to Buyer (or its designated assignee) an assignment of the Transferred Sponsor SPAC Securities against payment of the Closing Cash Purchase Price to an account designated by the Seller; and (ii) there shall be delivery by all service providers and creditors of the Company of a release and satisfaction agreement of certain amounts owed to such services providers by the Company. In addition, in connection with the transactions contemplated by the Securities Purchase Agreement, the officers and certain of the directors (representing a minority of the Board) of the Company will be replaced by officers and directors selected by the Buyer.

~~In connection with the Charter Amendment Proposal, public stockholders may elect (the “~~~~Election~~”) Mr. Shibasish Sarkar and Mr. Sanjay Wadhwa intends to ~~redeem~~resign from their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to IMAQ to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal, the Trust Amendment Proposal, the NTA Requirement Proposal and the Adjournment Proposal, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holderspositions as of the record date. If the Charter Amendment Proposal and the Trust Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when a business combination is submitted to a vote by the stockholders, subject to any limitations set forth in our Charter. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately $21.8 million of marketable securities as of November 21, 2023. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if IMAQ has not completed a business combination by January 2, 2025 (if extended to the maximum time allowed). Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate of 5,750,000 shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to the IPO and our Sponsor owns 796,900 units, which we refer to as the “Private Placement Units”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior to the Special Meeting (or December 28, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

As of November 21, 2023, there was approximately $21.8 million in the Trust Account. If the Charter Amendment Proposal is approved and the Company extends the Combination Period up to January 2, 2025, with twelve (12) one-month extensions after January 2, 2024, the redemption price per share at the meeting for the Business Combination or the Company’s subsequent liquidation will be approximately $11.42 per share (without taking into account any extension deposits or interest earned after November 21, 2023 and before deducting any taxes payable).

If the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal are not approved, and we have not consummated a business combination by January 2, 2024 (or August 2, 2024, if our Sponsor elects to extend the Combination Period pursuant to the Current Charter), and our Sponsor does not elect to extend IMAQ’s life under the terms of the Current Charter, we will (a) (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.

Subject to the foregoing, the affirmative vote of at least a majority of the Company’s outstanding common stock will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. Notwithstanding stockholder approval of the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal, our Board will retain the right to abandon and not implement the Charter Amendment and Trust Amendment at any time without any further action by our stockholders.

Our Board has fixed the close of business on November 21, 2023, as the date for determining the Company’s shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

We know that many of our shareholders will be unable to attend the Special Meeting. We are soliciting proxies so that each shareholder of record has an opportunity to vote on all matters that are scheduled to come before the shareholders at the Special Meeting. Whether or not you plan to participate at the Special Meeting, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Special Meeting. Regardless of the number of IMAQ shares you own, your attendance or by proxy is important for quorum purposes and your vote is important for proper corporate action.

Our Board of Directors has determined that it is in the best interests of our shareholders to allow the Company to effect the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal. ~~After~~ careful consideration of all relevant factors, the Board of Directors has determined that each of the proposals is advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the Proxy Statement containing detailed information concerning the Charter Amendment Proposal, the Trust Amendment Proposal, the NTA Requirement Proposal, and the Adjournment Proposal at the Special Meeting. Whether or not you plan to participate in the Special Meeting, we urge you to read this material carefully and vote your shares. Thank you for your continuing interest in International Media Acquisition Corp.

~~NOTICEOF SPECIAL MEETING OF STOCKHOLDERS TO BEHELD ON JANUARY 2~~~~, 2024~~

~~NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “~~~~Special Meeting~~~~”) of International Media Acquisition Corp. (the “~~~~Company~~~~,” “~~~~IMAQ~~~~” or “~~we”), a Delaware corporation, will be held on January 2, 2024, at 9:30 a.m. Eastern Time. The Company will be holding the Special Meeting at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually at :

~~Meeting URL: https://loeb.zoom.us/j/97728538978?pwd=OGt4RFd3WWpnRU5EdEVZS2VnaU0wUT09~~

~~The purpose of the Special Meeting will be to consider and vote upon the following proposals:~~

The Board of Directors has fixed the close of business on November 21, 2023 as the record date for the Special Meeting and only holders of shares of record at that time will be entitled to notice of and to vote at the Special Meeting or any adjournment or adjournments thereof.

IF YOU CANNOT PERSONALLY ATTEND THE SPECIAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGEIF MAILED IN THEUNITED STATES OF AMERICA.

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 2, 2024. THIS PROXYSTATEMENT TO THE STOCKHOLDERS WILL BE AVAILABLEAT~~ ~~https://www.imac.org.in/2024-Proxy/default.aspx~~

This proxy statement contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the plans and objectives of management for future operations, including as they relate to a business combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievementsofficers of the Company ~~to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by~~upon the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, including as they relate to a business combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors”Closing of the Company’s Annual Report on Form 10-K, as amended, filed with the SEC on March 30, 2022 and Form 10-Q filed with the SEC on August 11, 2023, and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and stockholders’ value are beyond the Company’s ability to control or predict.

All such forward-looking statements speak only as of the date of this proxy statement. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Forward-Looking Statements” section.

~~The enclosed proxy is solicited by the Board of Directors (the “~~~~Board~~~~”) of International Media Acquisition Corp. (the “~~~~Company~~~~,” “~~~~International Media~~~~,” “~~~~IMAQ~~~~” or “~~we”), a Delaware corporation, in connection with the Special Meeting of Stockholders to be held on January 2, 2024 at 9:30 a.m. Eastern time for the purposes set forth in the accompanying Notice of Meeting. The Company will be holding the Special Meeting, and any adjournments thereof, at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually at:

~~Meeting URL: https://loeb.zoom.us/j/97728538978?pwd=OGt4RFd3WWpnRU5EdEVZS2VnaU0wUT09~~

~~The principal executive office of the Company is 1604 US Highway 130, North Brunswick, NJ 08902, and its telephone number, including area code, is (212) 960-3677.~~

~~At the Special Meeting, you will be asked to consider and vote upon the following matters:~~

~~The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company an option to further extend the time to complete an initial business combination (the~~ ~~“Business Combination”~~) and to pay an extension amount that is substantially less than the $128,513.7 for each one- month extension provided by the Current Charter. The Company’s Current Charter provides that the Company has the right to extend the Combination Period for one (1) month until August 2, 2024 (i.e., 36 months from the consummation of the IPO).

If both the Charter Amendment Proposal and Trust Amendment Proposal and approved, the Company will have the right to extend the Combination Period twelve (12) times for an additional one (1) month each time up to January 2, 2025 to complete a Business Combination, provided that the Extension Payment of $20,000 per month (the “~~Extension Payment~~”) is deposited into the Trust Account on or prior to the date of the same applicable deadline. Assuming that there are no redemptions, the Extension Payment would result in additional amount per public share of approximately $0.01 per month. Public stockholders may elect to redeem all, or a portion of, their shares for a per-share price, payable in cash, equal to the pro rata aggregate amount then on deposit in the Trust account (prior to the Extension Payment), including interest not previously released to IMAQ to pay franchise and income taxes.

After consultation with the Sponsor, IMAQ management believes that, if the Charter Amendment Proposal is approved, the Sponsor, the Buyer (as defined below) or their affiliates will, if needed, contribute a sufficient amount to the Company as a loan (each loan being referred to herein as a “~~Contribution~~”) for the Company to deposit the funds into the Trust Account as the Extension Payment and to extend the business combination period for an additional one (1) month period each time for a total of twelve (12) times. Each Extension Payment will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) shall be made in the form of non-interest bearing, unsecured promissory notes. If we complete a Business Combination, we will, at the option of the Sponsor, repay the Contribution or convert a portion or all of the amounts loaned under such Contribution into units, which units will be identical to the private placement units issued to our Sponsor that closed concurrently with our initial public offering as described in the registration statement for our initial public offering. The Company will not be obligated to repay the loans if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.

~~Our Board of Directors has determined that it is in the best interests of our shareholders to allow the Company to effect the Charter Amendment Proposal.~~

~~The~~~~purpose of~~~~the Charter~~~~Amendment Proposal~~~~and the~~~~Trust~~~~Amendment~~~~Proposal,~~isto~~allow~~~~the~~ Company an option to further extend the Combination Period. The Current Charter provides that the Company has until August 2, 2024 (i.e., 36 months from the consummation of its IPO, after twelve (12) one-month extensions) to complete its initial business combination. You are not being asked to vote on any business combination at this time. If the Charter Amendment and Trust Amendment are implemented and you do not elect to redeem your public shares now, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated the business combination by the applicable termination date.

~~In connection with the Charter Amendment Proposal, public stockholders may elect (the “~~~~Election~~”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to IMAQ to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal, the Trust Amendment Proposal, the NTA Requirement Proposal and the Adjournment Proposal, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Charter Amendment Proposal and the Trust Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when a business combination is submitted to a vote by the stockholders, subject to any limitations set forth in our Charter. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately $21.8 million of marketable securities as of November 21, 2023. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if IMAQ has not completed a business combination by January 2, 2025 (if extended to the maximum time allowed). Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate of 5,750,000 shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to the IPO and our Sponsor owns 796,900 units, which we refer to as the “Private Placement Units”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

~~Subject to the foregoing, the affirmative vote of at least a majority of the Company’s outstanding common stock, including the common stock owned by our initial stockholders (the “~~~~Common~~~~Stock~~”), will be required to approve the Trust Amendment Proposal. Notwithstanding stockholder approval of the Trust Amendment, our Board will retain the right to abandon and not implement the Trust Amendment at any time without any further action by our stockholders.

~~Each of the Charter Amendment Proposal, the NTA Requirement Proposal and the Adjournment Proposal are more fully described in this Proxy Statement.~~

On November 10, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with JC Unify Capital (Holdings) Limited, a BVI company (the “Buyer”), Content Creation Media LLC, a Delaware limited liability company (the “Sponsor”), and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), pursuant to which (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 597,675 private placement units of the Company, which represents 75% of the total Company Securities owned by the Sponsor (“Transferred Sponsor SPAC Securities”) for an aggregate purchase price of $1.00 (the “Closing Cash Purchase Price”), (ii) the closing of the transactionstransaction contemplated by the Securities Purchase Agreement (the “Closing”) shall take place as soon as practicable after signing of the Securities Purchase Agreement, on such time and date as may be mutually agreed by the Buyer and the Sellers, subject to satisfaction of the conditions set forth in the Securities Purchase Agreement.

~~The obligation of the Buyer and Sellers in connection with the Closing are subject to the satisfaction (or waiver) of the certain conditions as described in the Securities Purchase Agreement~~

After careful consideration of all relevant factors, the Board of Directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

~~The record date with respect to this solicitation is the close of business on November 21, 2023 (the “~~~~RecordDate~~~~”) and only stockholders of record at that time will be entitled to vote at the Special Meeting and any adjournment or adjournments thereof.~~

The shares of Common Stock represented by all validly executed proxies received in time to be taken to the Special Meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the stockholder at any time prior to its being voted by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. We intend to release this Proxy Statement and the enclosed proxy card to our stockholders on or about December 20, 2023.

~~Holders of shares of our Common Stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection with this solicitation.~~

The number of outstanding shares of Common Stock entitled to vote at the Special Meeting is 8,456,623. Each share of Common Stock is entitled to one vote. The presence in person or by proxy at the Special Meeting of the holders of 4,228,312 shares, or a majority of the number of outstanding shares of Common Stock, will constitute a quorum. There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld on certain matters (so-called “broker non-votes”) will be treated as present for quorum purposes on all matters.

Holders of shares of our Common Stock that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares. If a stockholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the shares with respect to “routine” items, but it will not be permitted to vote the shares with respect to “non-routine” items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal.

Proposal 1 (Charter Amendment Proposal) is a matter that we believe will be considered “non-routine.” Proposal 2 (Trust Amendment Proposal) is a matter that we believe will be considered “non-routine.” Proposal 3 (NTA Requirement Proposal) is a matter that we believe will be considered “non-routine.” Proposal 4 (Adjournment Proposal) is a matter that we believe will be considered “routine.”

Banks or brokerages cannot use discretionary authority to vote shares on Proposals 1, 2 and 3 if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.

~~Assuming~~Stockholders who wish to present proposals for inclusion in the ~~presence~~Company’s proxy materials for the 2025 Annual Meeting of Stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the shareholder proposals must be received by our Secretary at our principal executive office on or before October 5, 2024. Under SEC rules, you must have continuously held for at least one year prior to the submission of the proposal (and continue to hold through the date of the meeting) at least $2,000 in market value, or 1%, of our outstanding stock in order to submit a ~~quorum~~proposal which you seek to have included in the Company’s proxy materials. We may, subject to SEC review and guidelines, decline to include any proposal in our proxy materials.

2025 Annual Meeting, other than one that will be included in our proxy materials, must notify us no later than December 19, 2024. If ~~your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this~~a shareholder who wishes to present a proposal ~~unless you direct~~fails to notify us by December 19, 2024, the ~~holder how~~proxies that management solicits for the meeting will confer discretionary authority to vote ~~by marking your proxy card. Abstentions and broker non-votes will count as a vote against the first, second and third proposals, but will not have an effect~~ on the ~~Adjournment Proposal assuming a quorum~~shareholder’s proposal if it is ~~present.~~properly brought before the meeting.

We may not be able to complete an initial Business Combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.ANNUAL REPORT

Our sponsor, Content Creation Media LLC, is controlled by Shibasish Sarkar, an individual who resides in and is a citizen of India. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“ ~~FIRRMA~~”), to include certain non-passive, non- controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by August 2, 2024 (or January 2, 2025 if extended) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $11.42 per share, without taking into account any extension deposits or interest earned after November 21, 2023 and before deducting any taxes payable (or $11.96 per share if extended until August 2, 2024 and the Trust Amendment Proposal, NTA Requirement Proposal and the Charter Amendment Proposal are not approved and no shareholder elect to redeem, and without taking into account any interests earned after November 21, 2023 and before deducting any taxes payable), and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, we may determine, in our discretion, to liquidate the securities held in the trust account.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

The funds in the trust account have, since our initial public offering, been held only in U.S. government securities within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may, in our own discretion, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account. This may mean that the amount of funds available for redemption would not increase, thereby reducing the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

In addition, the longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time.

~~We may be subject to the excise tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our common stock after December 31, 2022.~~

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRAct”), which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and our securities are trading on Nasdaq, we will be a “covered corporation” within the meaning of the IR Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Taxmay apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with a Business Combination, extension vote or otherwise, unless an exemption is available. The Excise Tax would be payable by the Company and not by the redeeming holders. Generally, issuances of securities in connection with a Business Combination transaction (including any PIPE transaction at the time of a Business Combination), as well as any other issuances of securities not in connection with a Business Combination, would be expected to reduce the amount of the Excise Taxin connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued.

Whether and to what extent the Company would be subject to the Excise Tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension vote or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Finally, based on recently issued interim guidance from the Internal Revenue Service and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of our complete liquidation.

If we continue our life beyond 36 months from the closing of our initial public offering without completing an initial business combination, Nasdaq may delist our securities from its exchange which could limit investors’ ability to make transactions in its securities and subject us to additional trading restrictions.

If the proposals in this proxy statement are approved by our shareholders, it would allow us to complete a business combination for up to 41 months after the closing of our initial public offering. However, Nasdaq rules require that we complete a business combination no later than 36 months after our initial public offering. While we may be able to appeal a delisting and be granted additional time to complete a business combination after 36 months, we may not be successful in such an appeal. If we are not successful in such an appeal and we fail to complete a business combination within 36 months of our initial public offering our securities will be delisted. If our securities are delisted, such delisting could limit investors’ ability to make transactions in its securities and subject us to additional trading restrictions.

When you consider the recommendation of our board, you should keep in mind that the Buyer, the Company’s Sponsor, officers and directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

Each share of our Common Stock that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your proxy card shows the number of shares of our Common Stock that you own.

Your proxy is being solicited by our Board on the proposals being presented to stockholders at the Special Meeting. The Company has agreed to pay Advantage Proxy, Inc. its customary fee and out-of-pocket expenses. The Company will reimburse Advantage Proxy, Inc. for reasonable out-of-pocket expenses and will indemnify Advantage Proxy, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Advantage Proxy, Inc. at:

The cost of preparing, assembling, printing and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Special Meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own Common Stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Common Stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

Only one copy of this Proxy Statement will be delivered to an address where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.

We will deliver promptly upon written or oral request a separate copy of this Proxy Statement. If you share an address with at least one other stockholder, currently receive one copy of our Proxy Statement at your residence, and would like to receive a separate copy of our Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to International Media Acquisition Corp.,1604 US Highway 130; North Brunswick, NJ 08902; Attention: Secretary, or call the Company promptly at (212) 960-3677.

If you share an address with at least one other stockholder and currently receive multiple copies of our Proxy Statement, and you would like to receive a single copy of our Proxy Statement, please specify such request in writing and send suchUpon written request to International Media Acquisition Corp., 1604 US Highway ~~130;~~130 North Brunswick, NJ ~~08902; Attention: Secretary.~~08902, Attn: Priyanka Agarwal, we will provide without charge to each person requesting a copy of our 2023 Annual Report, including the financial statements filed therewith. We will furnish a requesting stockholder with any exhibit not contained therein upon specific request. In addition, this Proxy Statement, as well as our 2023 Annual Report, is available on our Internet website at www.imac.org.in/AGM/default.aspx

~~Pursuant~~For stockholders receiving printed proxy materials, unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our ~~currently existing charter, any holders~~expenses. However, if stockholders prefer to receive multiple sets of our ~~public shares may demand that such shares be converted for a pro rata share~~disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the ~~aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior~~stockholders would like to ~~the Special Meeting. Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or not they are holders~~receive only a single set of our ~~Common Stock as of~~disclosure documents, the Record Date. If you properly exercise your conversion rights, your shares will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of our IPO (calculated as of two business days prior to the Special Meeting). For illustrative purposes, based on funds in the Trust Account of approximately $21.8 million on November 21, 2023, the estimated per share conversion price would have been approximately $11.42 (without taking into account any extension deposits or interest earned after November 21, 2023 and before deducting any taxes payable).

submit a request in writing prior to 9:30 a.m., Eastern time on December 28, 2023 (two business days before the Special Meeting) that we convert your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address· :

Any demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests (and submitting shares to the transfer agent) and thereafter, with our consent. If you delivered your shares for conversion to our transfer agent and decide within the required timeframe not to exercise your conversion rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.

~~Prior to exercising conversion rights, stockholders should verify the market price of our Common Stock, as they may receive higher proceeds from the sale of their Common Stock~~are registered in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. The closing price of the Company’s common stock on The Nasdaq Capital Market on November 21, 2023, the record date of the special meeting, was $11.33. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $0.09 more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If you exercise your conversion rights, your shares of our Common Stock will cease to be outstanding immediately prior to the Special Meeting (assuming the Trust Amendment Proposal is approved) and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request conversion.

~~Holders of outstanding units must separate the underlying public shares, public rights, and public warrants prior to exercising conversion rights with respect to the public shares.~~

~~If you hold units registered in your own~~ name you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your conversion rights with respect to the public shares upon the separation of the public shares from the units. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your conversion rights with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your conversion rights.

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person who is known by us to be the beneficial owner of more than 5% of our issued and outstanding Common Stock, (ii) each of our officers and directors, and (iii) all of our officers and directors as a group as of the Record Date. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon conversion of the rights or exercise of the warrants, as the rights and warrants are not exercisable within 60 days of the Record Date.

On November 10, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with JC Unify Capital (Holdings) Limited, a BVI company (the “Buyer”), Content Creation Media LLC, a Delaware limited liability company (the “Sponsor”), and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), pursuant to which (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 597,675 private placement units of the Company, which represents 75% of the total Company Securities owned by the Sponsor (“Transferred Sponsor SPAC Securities”) for an aggregate purchase price of $1.00 (the “Closing Cash Purchase Price”), (ii) the closing of the transactions contemplated by the Securities Purchase Agreement (the “Closing”) shall take place as soon as practicable after signing of the Securities Purchase Agreement, on such time and date as may be mutually agreed by the Buyer and the Sellers, subject to satisfaction of the conditions set forth in the Securities Purchase Agreement.

~~The obligation of the Buyer and Sellers in connection with the Closing are subject to the satisfaction (or waiver) of the certain conditions as described in the Securities Purchase Agreement~~

This is a proposal to amend IMAQ’s current certificate of incorporation (the “Current Charter”), giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 (the “Charter Amendment”) (we refer to this proposal as the “Charter Amendment Proposal”). The complete text of the proposed amended and restated certificate of incorporation of the Company is attached to this proxy statement as Annex A.

The Company’s Current Charter provides that the Company has the right to extend the Combination Period to August 2, 2024 by depositing into the trust account $128,513.70 for each one-month extension.

If the Charter Amendment Proposal is approved, the Company will instead have the right to extend the Combination Period twelve (12) times for an additional one (1) month each time up to January 2, 2025 to complete a Business Combination, provided that the Extension Payment of $20,000 per month (the “~~Extension Payment~~”) is deposited into the Trust Account on or prior to the date of the same applicable deadline. Assuming that there are no redemptions, the Extension Payment would result in additional amount per public share of approximately $0.01 per month.

The complete text of the proposed new amended and restated certificate of incorporation of the Company is attached to this Proxy Statement as Annex A. All shareholders are encouraged to read the proposed new amended and restated certificate of incorporation of the Company in its entirety for a more complete description of its terms. Unless the NTA Requirement Proposal is approved, we will not effect the Charter Amendment Proposal if the redemption of public shares in connection therewith would cause us to have net tangible assets of less than $5,000,001.

IMAQ’s Sponsor wants to pay an Extension Payment that is substantially less than the $128,513.70, for each one-month extension provided by the Current Charter and to allow the Company an option to further extend the time it has to complete a Business Combination until January 2, 2025.

After consultation with the Sponsor, IMAQ management believes that, if the Charter Amendment Proposal is approved, the Sponsor, the Buyer or their or its affiliates will, if needed, contribute a sufficient amount to the Company as a loan (each loan being referred to herein as a “Contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment and to extend the business combination period for an additional one (1) month period each time for a total of twelve (12) times. Each Extension Payment will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) shall be made in the form of non-interest bearing, unsecured promissory notes. If we complete a Business Combination, we will, at the option of the Sponsor, repay the Contribution or convert a portion or all of the amounts loaned under such Contribution into units, which units will be identical to the private placement units issued to our Sponsor that closed concurrently with our initial public offering as described in the registration statement for our initial public offering.

In connection with the Charter Amendment Proposal, public stockholders may elect (the “Election”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to IMAQ to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Chater Amendment, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Charter Amendment and the Adjournment are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Charter Amendment. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately $21.8 million of marketable securities as of November 21, 2023. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if IMAQ has not completed a business combination by the applicable termination date. Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate of 5,750,000 shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to our initial public offering (“IPO”) and our Sponsor owns 796,900 units, which we refer to as the “Private Placement Units”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or December 28, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

If the Charter Amendment and Trust Amendment are approved, the amendment to the Charter in the form of Annex A hereto will be executed and the Trust Account will not be disbursed except in connection with our completion of the Business Combination or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable termination date or until the Company’s Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable termination date as described below and does not wish to seek an additional extension.

The following is a discussion of material U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined below) that elect to have their IMAQ Common Stock redeemed for cash. This discussion applies only to IMAQ Common Stock that is held as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “~~Code~~”), and does not address all of the U.S. federal income tax consequences that may be relevant to a U.S. Holder or a Non-U.S. Holder in light of their personal circumstances, including any tax consequences arising under the Medicare contribution taxon net investment income or alternative minimum tax consequences, or to such holders of IMAQ Common Stock that are subject to special treatment under the Code, such as:

~~For purposes of this “—~~ ~~Material U.S. Federal Income Tax Considerations~~~~,” a “~~~~U.S. Holder~~~~” is a beneficial owner of IMAQ Common Stock who or which is any of the following for U.S. federal income taxpurposes:~~

~~For purposes of this “—~~ ~~Material~~ ~~U.S. Federal Income Tax Considerations~~~~,” a “~~~~Non-U.S. Holder~~~~” is a beneficial owner of IMAQ Common Stock who or that is, for U.S. federal income taxpurposes:~~

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of IMAQ Common Stock. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold IMAQ Common Stock through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of IMAQ Common Stock, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

This discussion is based upon the Code, applicable treasury regulations thereunder, published rulings and court decisions, all of which as in effect as of the date of this proxy statement and all of which are subject to change, possibly with retroactive effect. We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “~~IRS~~”) or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the descriptions herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDEMPTION OF IMAQ COMMON STOCK IN CONNECTION WITH THE BUSINESS COMBINATION. IT DOES NOT PROVIDE ANY ACTUAL REPRESENTATIONS AS TO ANY TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF IMAQ COMMON STOCK, AND WE HAVE NOT OBTAINED ANY OPINION OF COUNSEL WITH RESPECT TO SUCH TAX CONSEQUENCES. AS A RESULT, EACH PROSPECTIVE INVESTOR IN IMAQ COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF IMAQ COMMON STOCK, INCLUDING THEAPPLICABILITYAND EFFECT OF ANY STATE, LOCAL AND NON-U.S. TAX LAWS AS WELL AS U.S. FEDERAL TAX LAWS AND ANYAPPLICABLETAX TREATIES.

In the event that a U.S. Holder elects to redeem its IMAQ Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the IMAQ Common Stock under Section 302 of the Code or is treated as a corporate distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the IMAQ Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the IMAQ Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the IMAQ Common Stock redeemed exceeds one year. It is unclear, however, whether the redemption rights with respect to the IMAQ Common Stock may suspend the running of the applicable holding period for this purpose. Long term capital gain realized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Whether redemption of IMAQ Common Stock qualifies for sale treatment will depend largely on the total number of shares of IMAQ Common Stock treated as held by such U.S. Holder. The redemption of IMAQ Common Stock generally will be treated as a sale or exchange of IMAQ Common Stock (rather than as a distribution) if the receipt of cash upon the redemption (i) is “substantially disproportionate” with respect to a U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder must take into account not only IMAQ Common Stock actually owned by such U.S. Holder, but also IMAQ Common Stock that is constructively owned by such U.S. Holder. A U.S. Holder may constructively own, in addition to IMAQ Common Stock owned directly, IMAQ Common Stock owned by related individuals and entities in which such U.S. Holder has an interest, or which have an interest in such U.S. Holder, as well as any IMAQ Common Stock such U.S. Holder has a right to acquire by exercise of an option, which would generally include IMAQ Common Stock that could be acquired pursuant to the exercise of warrants. In order to meet the substantially disproportionate test, the percentage of issued and outstanding IMAQ Common Stock actually and constructively owned by a U.S. Holder immediately following the redemption of IMAQ Common Stock must, among other requirements, be less than 80% of the percentage of issued and outstanding voting IMAQ Common Stock actually and constructively owned by such U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of IMAQ Common Stock actually and constructively owned by such U.S. Holder is redeemed or (ii) all of IMAQ Common Stock actually owned by such U.S. Holder is redeemed and such U.S. Holder is eligible to waive, and effectively waives, in accordance with specific rules, the attribution of shares of IMAQ Common Stock owned by family members and such U.S. Holder does not constructively own any other shares of IMAQ Common Stock. The redemption of IMAQ Common Stock will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of a U.S. Holder’s proportionate interest in us. Whether the redemption will result in a “meaningful reduction” in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their own taxadvisors as to the taxconsequences of any such redemption.

If none of the foregoing tests are satisfied, then the redemption may be treated as a distribution to the U.S. Holder. Such a distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of such earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) a U.S. Holder’s adjusted tax basis in such U.S. Holder’s IMAQ Common Stock. Any remaining excess distribution will be treated as gain from the sale or exchange of IMAQ Common Stock. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to IMAQ Common Stock described in this proxy statement may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential taxrate on qualified dividend income, as the case may be.

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s IMAQ Common Stock as a sale or exchange under Section 302 of the Code or as a corporate distribution under Section 301 of the Code generally will correspond to the U.S. federal income taxcharacterization of such a redemption of a U.S. Holder’s IMAQ Common Stock, as described above, and the corresponding consequences will be as described below.

~~If our redemption of a Non-U.S. Holder’s shares of IMAQ Common Stock is treated as a sale or exchange, as discussed under~~ ~~“— U.S. Holders~~,” subject to the discussions of FATCA (as defined below) and backup withholding, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized in connection with such redemption, unless:

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable tax treaty) on certain amounts of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income taxreturns with respect to such losses.

If the third bullet point above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder in connection with a redemption treated as a sale or exchange will be subject to tax at generally applicable U.S. federal income tax rates. In addition, unless IMAQ Common Stock is regularly traded on an established securities market, we may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such redemption. There can be no assurance that IMAQ Common Stock will be treated as regularly traded on an established securities market. However, we believe that we have not been at any time since our formation a U.S. real property holding company and we do not expect to be a U.S. real property holding corporation immediately after the Business Combination is consummated but there can be no assurance in this regard. Holders should consult their tax advisors regarding the tax consequences to them if we are treated as a U.S. real property holding corporation.

~~If the redemption of a Non-U.S. Holder’s shares of IMAQ Common Stock is treated as a distribution, as discussed under “—~~ ~~U.S. Holders~~,” such a distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Unless such dividend is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder), we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and timely provides to the applicable withholding agent proper certification of its eligibility for such reduced rate (usually, on an IRS Form W-8BEN or W-8BEN-E). Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Non-U.S. Holder’s adjusted tax basis in IMAQ Common Stock redeemed. Any remaining excess distribution will be treated as gain on the sale or exchange of IMAQ Common Stock and will be treated as described above. In addition, if we determine that we are likely to be classified as a “U.S. real property holding corporation,” we will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, under certain income tax treaties, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must provide to the applicable withholding agent an IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

~~Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or “~~ ~~FATCA~~”) impose a 30% withholding tax on payments of dividends on IMAQ Common Stock to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption applies (typically, certified by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally will be able to obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Proposed treasury regulations (on which taxpayers may rely until final regulations are issued) eliminate the 30% withholding tax that would otherwise apply to gross proceeds from the disposition of property that can produce U.S.-source dividends, such as IMAQ Common Stock, and, consequently, FATCA withholding on gross proceeds is not expected to apply to gross proceeds paid from the sale or other disposition of IMAQ Common Stock. U.S. Holders and Non-U.S. Holders should consult their tax advisers regarding the effects of FATCA on distributions on IMAQ Common Stock.

In general, information reporting requirements may apply to dividends received by U.S. Holders of IMAQ Common Stock and the proceeds received on the sale, exchange or redemption of IMAQ Common Stock effected within the United States (and, in certain cases, outside the United States), in each case, other than

U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally, on an IRS Form W-9 provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. Any redemptions treated as dividend payments with respect to IMAQ Common Stock and proceeds from the sale, exchange, redemption or other disposition of IMAQ Common Stock may be subject to information reporting to the IRS and possible U.S. backup withholding.

~~U.S. Holders should consult their taxadvisors regarding the application of the U.S. information reporting and backup withholding rules.~~

Information returns may be filed with the IRS in connection with, and Non-U.S. Holders may be subject to backup withholding on, amounts received in respect of their IMAQ Common Stock, unless the Non-U.S. Holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. Holder otherwise establishes an exemption. Dividends paid with respect to IMAQ Common Stock and proceeds from the sale or exchange of IMAQ Common Stock received in the United States by a Non-U.S. Holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such Non-U.S. Holder provides proof an applicable exemption or complies with certain certification procedures described above and otherwise complies with the applicable requirements of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding in their particular circumstances.

When you consider the recommendation of the Board in favor of adoption of the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal, you should keep in mind that the Company’s Sponsor, directors and officers (collectively, “Initial Stockholders”) have interests in completing a Business Combination that are different from, or in addition to, your interests as a shareholder, including:

Additionally, if the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal are approved and the Company consummates an initial Business Combination, our officers and directors may have additional interests as described in a separate proxy statement/prospectus for such transaction.

If an initial Business Combination is not completed by January 2, 2024 (or August 2, 2024, if our Sponsor elects to extend the Combination Period pursuant to the Current Charter), the Company will be required to liquidate. In such event:

If we are deemed an “investment company” subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

As of the date hereof, substantially all of the assets held in the Trust Account are held in money market funds, which primarily invest in U.S. Treasury Bills. There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company.

If we become obligated to register the company or any of its subsidiaries as an investment company pursuant to the Investment Company Act, the registered entity would have to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things:

If we were deemed to be an investment company under the Investment Company Act, we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or modify our equity interests and debt positions or organizational structure or our contract rights to fall outside the definition of an investment company under the Investment Company Act. Registering as an investment company pursuant to the Investment Company Act could, among other things, materially adversely affect our financial condition, business and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming. Modifying our equity interests and debt positions or organizational structure or our contract rights could require us to alter our business and investment strategy in a manner that requires us to purchase or dispose of assets or securities, prevents us from pursuing certain opportunities, or otherwise restricts our business, which may have a material adverse effect on our business results of operations, financial condition or prospects.

The longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Notwithstanding the foregoing, we intend to keep the funds in the Trust Account invested in money market funds, which primarily invest in U.S. Treasury Bills.

We may not be able to complete the Business Combination since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

Our sponsor, Content Creation Media LLC, is controlled by Shibasish Sarkar, an individual who resides in and is a citizen of India. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non- controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by January 2, 2024 (or August 2, 2024, if our Sponsor elects to extend the time that we have to complete a business combination pursuant to the Current Charter) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $11.42 per share (without taking into account any extension deposits or interest earned after November 21, 2023 and before deducting any taxes payable), and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

~~You~~~~are~~~~not~~~~being~~~~asked~~to~~vote~~on~~any~~~~business~~~~combination~~at~~this~~~~time.~~If~~the~~~~Charter~~~~Amendment~~~~Proposal~~is~~implemented~~~~and~~~~you~~do~~not~~~~elect~~to redeem your public shares now, you will retain the right to vote on the Business Combination when it is submitted to a vote by the shareholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated the business combination by the applicable termination date.

The affirmative vote of at least a majority of the Company’s outstanding Common Stock, including the Common Stock owned by our initial stockholders, will be required to approve the Charter Amendment Proposal. Our Board will abandon and not implement the Charter Amendment unless our stockholders approve both the Charter Amendment Proposal, the Trust Amendment Proposal, and the NTA Requirement Proposal. This means that if one proposal is approved by the stockholders and the other proposals are not, none of the proposals will take effect. Notwithstanding stockholder approval of the Charter Amendment Proposal, the Trust Amendment Proposal and NTA Requirement Proposal, our Board will retain the right to abandon and not implement the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal at any time without any further action by our stockholders. If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct the holder how to vote, by marking your proxy card. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Charter Amendment Proposal. Adoption of the Charter Amendment Proposal is subject to and conditioned on the approval of the Trust Amendment Proposal and the NTA Requirement Proposal.

Our Board has fixed the close of business on November 21, 2023, as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof

~~The Initial Stockholders have agreed to vote any shares of IMAQ Common Stock owned by them in favor of the Charter Amendment Proposal.~~

~~The~~~~Company’s~~~~Board~~of~~Directors~~~~recommends~~~~that~~~~you~~~~vote~~~~“FOR”~~~~the~~~~Charter~~~~Amendment~~~~Proposal.~~

The existence of financial and personal interests of one or more of IMAQ’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of IMAQ and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that the IMAQ stockholders vote for the proposals. See “~~Proposal 1 – Charter Amendment Proposal - Interests of Certain Persons~~”

~~The proposed Trust Amendment Proposal would amend our existing Investment Management Trust Agreement (the “~~ ~~Trust Agreement~~~~”), dated as of July 28, 2021 and as amended respectively on July 26, 2022, January 27, 2023, and July 31, 2023), by and between the Company and Continental Stock Transfer & Trust Company (the “~~~~Trustee~~”), allowing the Company to extend the business combination period for an additional twelve (12) months period each time for a total of twelve (12) times from January 2, 2024 to January 2, 2025 by depositing into the trust account (the “~~Trust~~~~Account~~~~”) $20,000 for each one-month extension (each, an “~~~~Extension Payment~~~~”). A copy of the proposed Trust Agreement is attached to this proxy statement as~~ ~~Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.~~

After consultation with the Sponsor, IMAQ management believes that, if the Charter Amendment Proposal is approved, the Sponsor, the Buyer or their affiliates will, if needed, contribute a sufficient amount to the Company as a loan (each loan being referred to herein as a “Contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment and to extend the business combination period for an additional one (1) month period each time for a total of twelve

(12) times. Each Extension Payment will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution(s) shall be made in the form of non-interest bearing, unsecured promissory notes. If we complete a Business Combination, we will, at the option of the Sponsor, repay the Contribution or convert a portion or all of the amounts loaned under such Contribution into units, which units will be identical to the private placement units issued to our Sponsor that closed concurrently with our initial public offering as described in the registration statement for our initial public offering.

The Company’s Charter and Trust Agreement provides that the Company has the right to extend the Combination Period until August 2, 2024 (i.e., 36 months from the consummation of the IPO). The Company’s initial charter permitted the Company to extend the Combination Period two times for an additional three months each time, or from August 2, 2022 to February 2, 2023, by depositing into the Trust Account $1,150,000 for each three-month extension. In July 2022, the Company held a special meeting (the “July 2022 Special Meeting”) and received stockholder approval to amend the Trust Agreement to reduce the amount deposited in the Trust Account for each such extension from $1,150,000 to $350,000. The Company’s stockholders elected to redeem an aggregate of 20,858,105 shares in connection with the July 2022 Special Meeting. The Company subsequently deposited the extension payments into the Trust Account in accordance with the terms of the Trust Agreement to extend the Combination Period from August 2, 2022 to February 2, 2023. In January 2023, the Company held a special meeting (the “January 2023 Special Meeting”) and received stockholder approval to extend the Combination Period for an additional three (3) months, from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023. The Company’s stockholders elected to redeem an aggregate 168,777 shares of common stock in connection with the January 2023 Special Meeting. The Company subsequently deposited the extension payments into the Trust Account in accordance with the terms of the Trust Agreement to extend the Combination Period from February 2, 2023 to August 2, 2023.

On July 31, 2023, IMAQ held a special meeting of stockholders (the “Special Meeting”). As approved by its stockholders at the Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) which became effective upon filing. The Charter Amendment changed the date by which IMAQ must consummate a business combination (the “Amended Combination Period”) for twelve (12) additional one (1) month periods fromAugust 2, 2023, to August 2, 2024. The Company subsequently deposited the extension payments into the Trust Account in accordance with the terms of the Trust Agreement to extend the Combination Period from August 2, 2023 to January 2, 2024.

~~The Company desires to extend the Combination Period for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025.~~

If the Charter Amendment Proposal and the Trust Amendment Proposal is not approved, we have not consummated a Business Combination by January 2, 2024 (or August 2, 2024, if our Sponsor elects to extend the Combination Period pursuant to the Current Charter), and our Sponsor does not elect to extend IMAQ’s life under the terms of the Current Charter, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the laws of Delaware to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to our warrants or rights which will expire worthless in the event we wind up.

The Company’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the Trust Account with respect to the Company’s warrants or rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.

If the Charter Amendment Proposal and Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except in connection with our completion of the business combination or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company will then continue to attempt to consummate a Business Combination until the applicable termination date or until the Company’s Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable termination date as described below and does not wish to seek an additional extension.

Subject to the foregoing, the affirmative vote of at least a majority of the Company’s outstanding Common Stock, including the Founder Shares, will be required to approve the Trust Amendment Proposal. Our Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Trust Amendment Proposal, the Charter Amendment Proposal and the NTA Requirement Proposal, our Board will retain the right to abandon and not implement the Trust Amendment Proposal, the Charter Amendment Proposal and the NTA Requirement Proposal at any time without any further action by our stockholders.

~~You~~~~are~~~~not~~~~being~~~~asked~~to~~vote~~on~~any~~~~Business~~~~Combination~~at~~this~~~~time.~~If~~the~~~~Trust~~~~Amendment~~~~Proposal~~is~~implemented~~~~and~~~~you~~do~~not~~~~elect~~to~~redeem~~~~your~~ public shares now, you will retain the right to vote on a proposed Business Combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a Business Combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated the Business Combination by the applicable termination date.

~~The~~~~Company’s~~~~Board~~of~~Directors~~~~recommends~~~~that~~~~you~~~~vote~~~~“FOR”~~~~the~~~~Trust~~~~Amendment~~~~Proposal.~~

The proposed NTA Requirement Proposal would amend and restate our Current Charter to expand the methods that the Company may employ to not become subject to the SEC’s “penny stock” rules by removing the net tangible asset requirement therein and by removing Article SIXTH (D) (the “~~NTA~~ ~~Requirement~~”) of the Current Charter in its entirety and substitute it with the new amended and restated certificate of incorporation of the Company. The complete text of the proposed new amended and restated memorandum and articles of association of the Company is attached to this Proxy Statement as Annex A. If the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal are not approved by the stockholders, it will not become effective. The NTA Requirement Proposal is described in more detail below.

Article SIXTH D. of the Current Charter currently provides the following, “The Corporation will not consummate any Business Combination unless it has net tangible assets of at least $5,000,001 upon consummation of such Business Combination.” The purpose of this article was to ensure that, in connection with its initial business combination, IMAQ would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “~~NTA Rule~~”). IMAQ is proposing to amend its Current Charter to modify the NTA Requirement as follows: “The Corporation will not consummate any Business Combination unless it (i) has net tangible assets of at least

$5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.” The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and IMAQ believes that it may rely on another exclusion, which relates to it being listed on the Nasdaq Capital Market (Rule 3a51-1(a)(2)) (the “~~Exchange Rule~~~~”). Therefore, IMAQ intends to rely on the Exchange Rule to not be deemed a penny stock issuer.~~

As disclosed in the IPO prospectus, because the net proceeds of the IPO were to be used to complete an initial business combination with a target business that had not been selected at the time of the IPO, IMAQ may be deemed to be a “blank check company”. Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including the NTA Rule and the Exchange Rule. Historically, SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. Like many SPACs, IMAQ included Article SIXTH D. in its Current Charter, in order to ensure that through the consummation of its initial business combination, IMAQ would not be considered a penny stock issuer and therefore not a blank check company if no other exemption from the rule was available.

The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria set forth in the Exchange Rule. IMAQ’s securities are listed on the Nasdaq Capital Market and have been so listed since the consummation of the IPO. IMAQ believes that the Nasdaq Capital Market has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore rely on the Exchange Rule to avoid being treated as a penny stock. Therefore, the NTA Requirement is unnecessary so long as IMAQ meets the requirements of the Exchange Rule.

The Company believes that it can rely on other available exclusions from the penny stock rules, more specifically, the Exchange Rule, that would not impose restrictions on the Company’s net tangible assets. While the Company does not believe this failure to satisfy the NTA Requirement subjects it to the SEC’s penny stock rules, as the NTA Requirement is included in its Current Charter, if the NTA Requirement Proposal is not approved, the Company may not be able to consummate an Initial Business Combination.

The NTA Requirement Proposal requires the affirmative vote of the holders of the majority of the outstanding shares of IMAQ Common Stock. If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct the holder how to vote, by marking your proxy card. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the NTA Requirement Proposal.

~~The Initial Stockholders have agreed to vote any shares of IMAQ Common Stock owned by them in favor of the NTA Requirement Proposal.~~

~~You~~~~are~~~~not~~~~being~~~~asked~~to~~vote~~on~~any~~~~business~~~~combination~~at~~this~~~~time.~~If~~the~~ NTA Requirement Proposal is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought) or the Company has not consummated the business combination by the applicable termination date.

~~The~~~~Company’s~~~~Board~~of ~~Directors~~~~recommends~~~~that~~ ~~you~~~~vote~~~~“FOR”~~~~the~~ ~~NTA Requirement Proposal.~~

The Adjournment Proposal, if approved, will allow the chairman of the Special Meeting (who has agreed to act accordingly) to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal, the Trust Amendment Proposal or the NTA Requirement Proposal.

If the Adjournment Proposal is not approved by our shareholders, the chairman of the meeting will not exercise his or her ability to adjourn the Special Meeting to a later date (which he would otherwise have as the Chairman) in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal.

If a majority of the shares represented by attendance or by proxy which were present and voted at the Special Meeting vote for the Adjournment Proposal, the chairman of the Special Meeting will exercise his or her power to adjourn the meeting as set out above.

~~The Initial Stockholders have agreed to vote any shares of IMAQ Common Stock owned by them in favor of the Adjournment Proposal.~~

~~The~~~~Company’s~~~~Board~~of~~Directors~~~~recommends~~~~that~~~~you~~~~vote~~~~“FOR”~~~~the~~~~Adjournment~~~~Proposal.~~

~~The Company files annual, quarterly and current~~We file reports, proxy statements and other information with the ~~SEC. The~~ SEC ~~maintains an~~as required by the Exchange Act. You can read the Company’s SEC filings, including this proxy statement, over the Internet ~~web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with~~at the ~~SEC. The public can obtain any documents that we file electronically with the SEC~~SEC’s website at www.sec.gov.

This Proxy Statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this Proxy Statement. Information and statements contained in this Proxy Statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.

~~You may obtain~~If you would like additional copies of this ~~Proxy Statement, at no cost, and~~proxy statement or if you ~~may ask any~~have questions ~~you may have~~ about the ~~Trust Amendment or~~proposal to be presented at the ~~Adjournment by contacting us~~Annual General Meeting, you should contact the Company at the following address orand telephone number:

You may also obtain these documents ~~at no cost~~ by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:

~~In order to receive timely delivery~~If you are a stockholder of the Company and would like to request documents, ~~in advance of the Special Meeting, you must make your request for information no later than December 26, 2023~~please do so by February 6, 2024 (one week prior to the ~~date~~Annual General Meeting), in order to receive them before the Annual General Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

It is important that your shares be represented at the Annual General Meeting, regardless of the ~~Special Meeting).~~number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

International Media Acquisition Corp.~~, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:~~

1. The name of the Corporation is “International Media Acquisition Corp.” The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on January 15, 2021. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on July 28, 2021 and subsequently amended on January 27, 2023 and July 31, 2023 (as amended, the “Amended and Restated Certificate”).

~~2. This Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.~~

3. This Amendment to the Amended and Restated Certificate was duly approved by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

~~4. The text of Paragraph E of Article SIXTH is hereby amended and restated to read in full as follows:~~

“E. In the event that the Corporation does not consummate a Business Combination by January 2, 2024 (the “Termination Date”), upon the Corporation’s or Sponsor’s request, the Corporation may extend the Termination Date by one month (each, an “Extension”) on up to twelve (12) occasions, but in no event to a date later than January 2, 2025 (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open); provided that (i) the Corporation or the Sponsor (or their respective affiliates or permitted designees) will deposit into the Trust Account $20,000 for each Extension (each, a “Contribution”) and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. Any Contribution shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with this Article SIXTH. If the Corporation does not consummate a Business Combination by January 2, 2025, or by the applicable deadline in the event the Corporation does not extend the Termination Date in accordance with the terms hereof, the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law (“Dissolve”). In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation for its working capital requirements or necessary to pay its taxes divided by the total number of IPO Shares then outstanding. In the event that the Corporation does not timely make all additional deposits into its Trust Account as required by the Corporation’s Investment Management Trust Agreement entered into at the time of the IPO, as amended, the Corporation shall Dissolve.”

IN WITNESS WHEREOF, International Media Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

~~INVESTMENT~~~~MANAGEMENT~~~~TRUST~~~~AGREEMENT~~130 North Brunswick, NJ, 08902

~~This Amendment No. 4 (this “Amendment”), dated as of January 2, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between International Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.~~

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of July 28, 2021 (as amended by Amendment No.1 to the Investment Management Trust Agreement, dated July 26, 2022, Amendment No. 2 to the Investment Management Trust Agreement, dated January 27, 2023, and Amendment No. 3 to the Investment Management Trust Agreement, dated July 31, 2023 the “~~Trust Agreement”);~~

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and

~~IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written~~

The undersigned hereby appoints Shibasish Sarkar, or the Chairperson of the general meeting as proxy of the undersigned to attend the ~~Special~~Annual General Meeting ~~of Stockholders~~ (the “~~Special Meeting~~”“Annual General Meeting”) of International Media Acquisition Corp., a Delaware limited liability company (the “~~Company~~”“Company”), towill be held on February 13, 2024, at 9:00a.m., Eastern Time, at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154, ~~virtually via live webcast as described in~~or at such other time, on such other date and at such other place to which the ~~Proxy Statement on January 2, 2024 at 9:30 a.m. Eastern time, and any postponement~~meeting may be postponed or ~~adjournment thereof,~~adjourned, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of ~~Special~~Annual General Meeting dated ~~December 19, 2023~~January 31, 2024 (the “~~Notice~~”“Notice”), a copy of which has been received by the undersigned as ~~follows:~~set forth below.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”	Please mark vote as	☒
THE PROPOSAL 1	indicated in
	this example

PROPOSAL 1. CHARTER AMENDMENT — APPROVAL OF AN AMENDMENT TO THE COMPANY’S CURRENT CERTIFICATE OF INCORPORATION (THE“CURRENT CHARTER”) TO EXTEND THEDATEBYWHICH IT HAS TO CONSUMMATEA BUSINESS COMBINATION (THE “COMBINATION PERIOD”) FOR TWELVE (12) ADDITIONAL ONE (1) MONTH PERIODS FROM JANUARY 2, 2024 TO JANUARY 2,To elect seven individuals to serve as directors until the expiration of their terms or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. If they are elected, Sanjay Wadhwa and Shibasish Sarkar will be elected as Class I directors, Claudius Tsang and Yu-Ping Edward Tsai will be elected as Class II directors, and Daung-Yen Lu, Jim Chen, and Joseph Hung will be elected as Class III directors. The term of the (i) Class I directors will end at our annual meeting held in 2025, BY DELETING THE CURRENT CHARTER IN ITS ENTIRETY AND SUBSTITUTING IT WITH THE NEW AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (THE“NEW CHARTER”) TO THEACCOMPANYING PROXYSTATEMENT (THE“CHARTER AMENDMENT PROPOSAL”)(i) Class II directors will end at our annual meeting held in 2026, and (i) Class III directors will end at our annual meeting held in 2027.(Check one)

~~For~~☐ ~~Against~~☐ ~~Abstain~~FOR all nominees listed below (except as indicated). ☐

~~For ☐ Against ☐ Abstain~~WITHHOLD AUTHORITY to vote for all nominees listed below. ☐

~~NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COMEBEFORETHESPECIAL MEETING AND ANYADJOURNMENT(S) THEREOF.~~

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETINGOR ANYPOSTPONEMENT OR ADJOURNMENT THEREOF.If you wish to withhold your vote for any individual nominee, strike a line through that nominee’s name set forth below:

~~Dated:_____________________________________________________________________~~Shibasish Sarkar
Sanjay Wadhwa
Yu-Ping Edward Tsai
Claudius Tsang
Jim Chen
Joseph Hung
Daung-Yen Lu

	Dated: , 2024

		~~Signature of Stockholder~~
	Signature


	(Signature if held Jointly)
~~PLEASE PRINT NAME~~


		~~Certificate Number(s)~~


		~~Total Number~~Signature should agree with name printed hereon. If shares are held in the name of ~~Shares Owned~~	more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

Sign exactly as your name(s) appears on your stock certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a stock certificate is registered in two names or held as joint tenants or as community property, both interested persons should sign.

STOCKHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE SPECIAL MEETING. PLEASE INDICATE ANYADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.

	~~(i)~~	~~Proposal~~1— ~~The~~~~Charter~~~~Amendment~~~~Proposal~~— A proposal to amend IMAQ’s current certificate of incorporation (the “Current Charter”) to extend the date by which it has to consummate a business combination (the “Combination Period”) for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 (the “~~Charter~~ ~~Amendment Proposal~~”)

	~~(ii)~~	~~Proposal 2 — Trust Amendment Proposal —~~ ~~A proposal to amend IMAQ’s investment management trust agreement, dated as of July 28, 2021, as amended on July 26, 2023, (the “~~~~Trust Agreement~~”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Combination Period for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 (i.e., for a total period of time ending 41 months from the consummation of the IPO) (as amended, the “~~Trust Amendment~~~~”) by depositing into the trust account (the “~~~~Trust Account~~~~”) $20,000 for each one-month extension (each, an “~~~~Extension Payment~~~~”) (the “~~~~Trust Amendment Proposal~~~~”);~~

	~~(iii)~~	~~Proposal~~3— ~~NTA~~~~Requirement~~~~Proposal~~— A proposal to modify Article SIXTH (D) (the “NTA Requirement”) in the Current Charter in order to expand the methods that IMAQ may employ to not become subject to the “penny stock” rules of the SEC (the “~~NTA~~ ~~Requirement Proposal~~~~”); and~~

	~~(iv)~~	~~Proposal 4~~~~— The Adjournment Proposal — To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “~~~~Adjournment~~ ~~Proposal~~~~”).~~

	~~(i)~~	~~Proposal~~1— ~~The~~~~Charter~~~~Amendment~~~~Proposal~~— A proposal to amend IMAQ’s current certificate of incorporation (the “Current Charter”) to extend the date by which it has to consummate a business combination (the “Combination Period”) for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 (the “~~Charter Amendment~~ ~~Proposal~~”)

	~~(ii)~~	~~Proposal~~2—~~Trust~~~~Amendment~~~~Proposal —~~ ~~A proposal to amend IMAQ’s investment management trust agreement, dated as of July 28, 2021, as amended on July 26, 2023, (the “~~~~Trust Agreement~~”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Combination Period for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 (i.e., for a total period of time ending 41 months from the consummation of the IPO) (as amended, the “~~Trust Amendment~~~~”) by depositing into the trust account (the “~~~~Trust~~ ~~Account~~~~”) $20,000 for each one-month extension (each, an “~~~~Extension Payment~~~~”) (the “~~~~Trust~~ ~~Amendment Proposal~~~~”);~~

	~~(iii)~~	~~Proposal~~3— ~~NTA~~~~Requirement~~~~Proposal~~— A proposal to modify Article SIXTH (D) (the “NTA Requirement”) in the Current Charter in order to expand the methods that IMAQ may employ to not become subject to the “penny stock” rules of the SEC (the “~~NTA~~ ~~Requirement Proposal~~~~”); and~~

	~~(iv)~~	~~Proposal 4~~~~— The Adjournment Proposal — To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “~~~~Adjournment~~ ~~Proposal~~~~”).~~

~~Proposal~~	~~Vote Required~~	~~Broker Discretionary~~ ~~Vote Allowed~~
~~Charter Amendment Proposal~~	~~Majority of outstanding shares~~	No
~~Trust Amendment Proposal~~	~~Majority of outstanding shares~~	No
~~NTA Requirement Proposal~~	~~Majority of outstanding shares~~	No
~~Adjournment Proposal~~	~~Majority of the outstanding shares represented by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting~~	~~Yes~~

~~(1)~~	~~Unless otherwise indicated, the business address of each~~ of the ~~following entities or individuals is c/o Content Creation Media LLC,~~stockholder, the stockholder should contact us at our offices at 1604 US Highway, 130 North Brunswick, NJ, ~~08902.~~
~~(2)~~	~~Consists~~08902, or (212) 960-3677, to inform us of shares owned by Content Creation Media LLC, over which Shibasish Sarkar has voting and dispositive power. Mr. Sarkar disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
~~(3)~~	~~Our Chairman and Chief Executive Officer, Shibasish Sarkar, has voting and dispositive power over the shares owned by Content Creation Media LLC.~~

1.	~~Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:~~

	“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by January 2, 2024 (the “Deadline Date”) (provided that the Board, in its discretion, upon written notice to the Trustee, may extend the Deadline Date by one month on up to twelve (12) occasions (each, an “Extension”), but in no event to a date later than January 2, 2025 (or, in each case , if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open)) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of record as of such date; ~~provided~~, ~~however, that the Company or the Sponsor (or their respective affiliates or permitted designees) will deposit into the Trust Account $20,000 for each Extension (each, a “~~*~~Contribution~~*”); provided further, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders.

2.	~~Amendments~~to~~Definitions~~.

	(i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:

	“*~~Trust~~~~Agreement~~***” shall mean that certain Investment Management Trust Agreement, dated July 28, 2021, by and between International Media Acquisition and Continental Stock Transfer & Trust Company, as amended by Amendment No. 1 to Investment Management Trust Agreement dated July 26, 2022, by Amendment No. 2 to the Investment Management Trust Agreement, dated January 27, 2023, by Amendment No.3 to Investment Management Trust Agreement dated July 31, 2023, and by Amendment No.4 to Investment Management Trust Agreement dated January 2, 2024.”; and

Sincerely,

/s/ Shibasish Sarkar
Shibasish Sarkar
Chairman
January 31, 2024

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING		3
THE ANNUAL GENERAL MEETING		7
PROPOSAL — THE DIRECTOR PROPOSAL		10
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT		15
STOCKHOLDER COMMUNICATIONS		15
EXECUTIVE OFFICERS AND DIRECTOR COMPENSATION		19
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END		19
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		20
OTHER MATTERS		21
BENEFICIAL OWNERSHIP OF SECURITIES		22
STOCKHOLDER PROPOSALS		23
ANNUAL REPORT		23
DELIVERY OF DOCUMENTS TO STOCKHOLDERS		23
WHERE YOU CAN FIND MORE INFORMATION		24

	·	IMAQ’s Sponsor has fiduciary obligations to its members and Shibasish Sarkar, (IMAQ’s Chief Executive Officer and Chairman) is the controlling member of our Sponsor. Because Mr. Sarkar has a fiduciary obligation to both IMAQ and the Sponsor, he has a conflict of interest when voting.

	·	If an initial business combination, is not completed, IMAQ will be required to dissolve and liquidate. In such event, the 5,750,000 Founder Shares currently held by the initial stockholders and directors, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The Founder Shares were purchased for an aggregate purchase price of $25,000 at IPO and had an aggregate market value of approximately $65.1 million based on the closing price of $11.33 per share of IMAQ Common Stock on the Nasdaq Stock Market as of November 21, 2023.

	·	If an initial business combination is not complete, an aggregate of 4,125,000 Founder Shares and 597,675 private placement units to be transferred to the Buyer at the closing of the transaction contemplated by the Securities Purchase Agreement for a total purchase price of $1 will be worthless. The private units to be transferred had an aggregate market value of approximately $6.7 million based on the closing price of $11.28 per public unit on the Nasdaq Stock Market as of November 21, 2023, and the Founder Shares to be transferred had an aggregate market value of approximately $46.7 million based on the closing price of $11.33 per share of IMAQ Common Stock on the Nasdaq Stock Market as of November 21, 2023.

	·	If an initial business combination, is not completed, an aggregate of 796,900 private units purchased by IMAQ’s Sponsor for a total purchase price of $7,969,000, will be worthless. The private units had an aggregate market value of approximately $9 million based on the closing price of $11.28 per public unit on the Nasdaq Stock Market as of November 21, 2023.

	·	Because of these interests, IMAQ’s initial stockholders, directors and the Buyer could benefit from the completion of a business combination that is not favorable to its public shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. For example, if the share price of the IMAQ Common Stock declined to $5.00 per share after the close of the business combination, IMAQ’s public shareholder that purchased shares in the initial public offering, would have a loss of $5.00 per share, while IMAQ’s Sponsor, directors, and the Buyer would have a gain of approximately $4.99 per share because it acquired the Founder Shares for a nominal amount. In other words, IMAQ’s initial stockholders, directors and the Buyer can earn a positive rate of return on their investment even if public stockholders experience a negative rate of return in the post-combination company.

	·	IMAQ’s Sponsor is Content Creation Media LLC, and the manager of Content Creation Media LLC is Shibasish Sarkar, IMAQ’s Chief Executive Officer and Chairman. If an initial business combination is not completed, Content Creation LLC, the Buyer, and the initial stockholders will lose an aggregate of approximately $76.5 million, comprised of the following:

	·	Approximately $65.1 million (based on the closing price of $11.33 per share of IMAQ Common Stock on the Nasdaq Stock Market as of November 21, 2023) of the 5,750,000 Founder Shares that the Sponsor and the initial stockholders hold, of which 4,125,000 Founder Shares will be beneficially owned by the Buyer at the closing of transaction contemplated by the Securities Purchase Agreement;

	·	Approximately $9 million (based on the closing price of $11.28 per public unit on the Nasdaq Stock Market as of November 21, 2023) of the 796,900 private units that the Sponsor holds and, of which 597,675 private units will be beneficially owned by the Buyer as at the closing of the transaction contemplated by the Securities Purchase Agreement;

	·	Repayment of an interest-free loan of $1,300,000 made by the Buyer since the loan will become payable at the closing of the business combination, or the date on which IMAQ determines that it is unable to effect a business combination, and an aggregate of 597,675 common, to be issued to the Buyer upon the Business Combination as part of the promissory note will not be issued; and

	·	Approximately $2.4 million (based on the closing price of $11.33 per share of IMAQ Common Stock on the Nasdaq Stock Market as of November 21, 2023) of the 210,000 shares of Common Stock, that is convertible from working capital notes issued to the Sponsor, since the working capital notes will be converted only upon the closing of the business combination.

	·	You can vote your shares in advance of the Special Meeting by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of our Common Stock will be voted as recommended by our Board of Directors. Our Board of Directors recommends voting “FOR” the Trust Amendment Proposal, and the Adjournment Proposal.

	·	You can attend the Special Meeting and vote telephonically even if you have previously voted by submitting a proxy. However, if your shares of Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Common Stock.

	~~and~~·

	•	deliver your public shares either physically or electronically through The Depository Trust Company to our transfer agent at least two business days before the Special Meeting. Stockholders seeking to exercise their conversion rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their broker, bank or other nominee to haveIf the shares ~~certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.~~

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Percentage of Outstanding Shares
Shibasish Sarkar(2)		6,296,900	74.5%
Sanjay Wadhwa		-		-
David M. Taghioff		30,000	*
Deepak Nayar		30,000	*
Paul F. Pelosi, Jr.		30,000	*
Suresh Ramamurthi		30,000	*
Klaas P. Baks		25,000	*
All officers and directors as a group		6,441,900	76.2%
(8 individuals)
Content Creation Media LLC (Our Sponsor)(3)		6,296,900	74.5%

	·	~~financial institutions~~his or ~~financial services entities;~~

	·	~~brokers or dealers in securities or currencies;~~

	·	~~taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code;~~

	·	~~tax-exempt entities;~~

	·	~~governments or agencies or instrumentalities thereof;~~

	·	~~insurance companies;~~

	·	~~real estate investment trusts and regulated investment companies;~~

	·	~~expatriates or former long-term residents of the United States;~~

	·	~~persons that actually or constructively own 5% or more of IMAQ Common Stock;~~

	·	~~persons that acquired IMAQ Common Stock pursuant to an exercise of employee share options in connection with employee share incentive plans or otherwise as compensation;~~

	·	~~individual retirement and other deferred accounts;~~

	·	~~persons that hold IMAQ Common Stock as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;~~

	·	~~U.S. Holders whose functional currency is not the U.S. dollar;~~

	·	~~controlled foreign corporations;~~her request; or

	·	~~passive foreign investment companies.~~If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.

	·	~~an individual who is a citizen or resident of the United States;~~

	·	a corporation, including any entity classified as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	·	~~an estate if its income is subject to U.S. federal income taxation regardless of its source; or~~

	·	a trust if (a) a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (b) it has in effect a valid election under applicable U.S. treasury regulations to be treated as a U.S. person.

	·	~~a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. taxas expatriates;~~

	·	~~a foreign corporation; or~~

	·	~~an estate or trust that is not a U.S. Holder.~~

	·	the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder);

	·	~~the Non-U.S. Holder is a non-resident alien individual present in the United States for 183 days or more during the taxable year of the redemption and certain other requirements are met; or~~

	·	we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such IMAQ Common Stock redeemed, and either (A) shares of IMAQ Common Stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of IMAQ Common Stock. There can be no assurance that shares of IMAQ Common Stock will be treated as regularly traded on an established securities market for this purpose.

	·	If the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal are approved, the Sponsor will no longer be required to deposit into the Trust Account $128,513.70 for each subsequent one-month extension, on or prior to the date of the applicable deadline.

	·	If the Charter Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Proposal are approved, the Sponsor will deposit into the Trust Account only $20,000 for each one-month extension as interest-free loans to be repaid by the Company upon consummation of a business combination. No funds from the Trust Account will be used to repay such loans in the event of our liquidation.

	·	~~The Sponsor has agreed not to redeem any Founder Shares held by it in connection with a shareholder vote to approve an initial business combination.~~

	·	~~The continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after a business combination.~~

	·	5,750,000 of the Company’s share of common stock held by the Sponsor, which were acquired prior to the IPO for an aggregate purchase price of $25,000 (the “Founder Shares”), will become worthless. Such Founder Shares had an aggregate market value of approximately $65.1 million based on the closing price of the share of common stock of $11.33 per share on The Nasdaq Capital Market as of November 21, 2023. The Sponsor, the Company’s officers and directors waived their redemption rights and liquidation rights in connection with the purchase of the Founder Shares and no other consideration was paid for such agreement.

	·	796,900 units purchased by the Sponsor for $7,969,000 will become worthless. At the consummation of the business combination, such units would have an aggregate market value of approximately $9 million based on the closing price of the Units of $11.28 per Unit on The Nasdaq Capital Market as of November 21, 2023.

	·	Approximately $2.4 million (based on the closing price of $11.33 per share of IMAQ Common Stock on the Nasdaq Stock Market as of November 21, 2023) of the 210,000 shares of Common Stock, that is convertible from working capital notes issued to the Sponsor, since the working capital notes will be converted only upon the closing of the business combination.

	·	If a business combination is not completed by January 2, 2024 (or August 2, 2024, if our Sponsor elects to extend the time that we have to complete a business combination pursuant to the Current Charter), the Company’s Initial Stockholders will lose a combined aggregate amount of approximately $76.5 million based on the closing price of the share of common stock at $11.33 per share and $11.28 per Unit on November 21, 2023.

	·	Because of these interests, the Company’s Initial Stockholders could benefit from the completion of a business combination that is not favorable to its public shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. For example, if the share price of the share of common stock declined to $5.00 per share after the close of the business combination, IMAQ’s public shareholder that purchased shares in the initial public offering, would have a loss of $5.00 per share, while IMAQ’s Sponsor would have a gain of $4.99 per share because it acquired the Founder Shares for a nominal amount. In other words, our Sponsor can earn a positive rate of return on their investment even if public shareholders experience a negative rate of return in the post-combination company.

	·	~~limitations on capital structure;~~

	·	~~restrictions on specified investments;~~

	·	~~prohibitions on transactions with affiliates; and~~

	·	~~compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.~~

3.	~~All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.~~

4.	This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

5.	This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

6.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.