Exhibit 99.1
INTERNATIONAL MEDIA ACQUISITION CORP.
BALANCE SHEET
AUGUST 2, 2021
August 2, 2021 | Pro Forma Adjustments | As Adjusted | ||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||
ASSETS | ||||||||||||||
Current assets: | ||||||||||||||
Cash | $ | 14,986 | $ | 180,463 | (b) | $ | 185,859 | |||||||
(9,590 | ) | (c) | ||||||||||||
Total current assets | 14,986 | 170,873 | 185,859 | |||||||||||
Cash held in trust account | 202,970,633 | 29,390,410 | (a) | 232,370,633 | ||||||||||
9,590 | (c) | |||||||||||||
TOTAL ASSETS | $ | 202,985,619 | $ | 29,570,873 | $ | 232,556,492 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
Current liabilities: | ||||||||||||||
Accrued offering costs | $ | 1,757,068 | $ | — | $ | 1,757,068 | ||||||||
Promissory note - related party | 419,537 | (419,537 | ) | (b) | — | |||||||||
Accounts payable, accrued expenses and other current liabilities | 4,620 | — | 4,620 | |||||||||||
Total current liabilities | 2,181,225 | (419,537 | ) | 1,761,688 | ||||||||||
Warrant liability | 414,352 | 47,850 | (b) | 462,202 | ||||||||||
Deferred underwriting fee payable | 7,000,000 | 1,050,000 | (d) | 8,050,000 | ||||||||||
Total Liabilities | 9,595,577 | 678,313 | 10,273,890 | |||||||||||
Commitments (Note 6) | ||||||||||||||
Common stock subject to possible redemption, 18,839,004 and 21,728,260 shares at redemption value, actual and as adjusted, respectively | 188,390,040 | 28,892,560 | (e) | 217,282,600 | ||||||||||
Stockholders’ Equity | ||||||||||||||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | — | — | |||||||||||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 7,625,396 and 7,818,640 shares issued and outstanding, actual and as adjusted, respectively (excluding 18,839,004 and 21,728,260 shares subject to possible redemption, actual and as adjusted, respectively) | 762 | 300 | (a) | 781 | ||||||||||
8 | (b) | |||||||||||||
(289 | ) | (e) | ||||||||||||
Additional paid-in capital | 5,223,944 | 29,999,700 | (a) | 5,236,975 | ||||||||||
(609,590 | ) | (a) | ||||||||||||
777,142 | (b) | |||||||||||||
(211,950 | ) | (b) | ||||||||||||
(1,050,000 | ) | (d) | ||||||||||||
(28,892,271 | ) | (e) | ||||||||||||
Accumulated deficit | (224,704 | ) | (13,050 | ) | (b) | (237,754 | ) | |||||||
Total Stockholders’ Equity | 5,000,002 | — | 5,000,002 | |||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 202,985,619 | $ | 29,570,873 | $ | 232,556,492 |
The accompanying note is an integral part of the financial statement.
INTERNATIONAL MEDIA ACQUISITION CORP.
NOTE TO FINANCIAL STATEMENT
NOTE 1. CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of International Media Acquisition Corp. (the “Company”) as of August 2, 2021, adjusted for the full exercise of the underwriters’ over-allotment option and related transactions which closed on August 6, 2021 as described below.
On August 2, 2021, the Company consummated its initial public offering (the “Initial Public Offering”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock, one right and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase three-fourths of one share of common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 714,400 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Content Creation Media LLC (the “Sponsor”), generating gross proceeds of $7,144,000. Each Private Unit consists of one share of common stock, one right and one warrant.
The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On August 3, 2021, the Underwriters fully exercised the over-allotment option and, on August 6, 2021, purchased an additional 3,000,000 Units (the “Over-Allotment Units”), generating gross proceeds of $30,000,000. In connection with the exercise of the over-allotment option, the Company incurred $600,000 in cash underwriting fees, $1,050,000 in deferred underwriting fees, $9,591 in other reimbursable underwriting expenses, and $225,000 in additional offering fees to Ontogeny Capital L T D (“Ontogeny”) pursuant to a management consulting agreement (the “Management Consulting Agreement”).
Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 82,500 Private Units (the “Over-Allotment Private Units”) at a purchase price of $10.00 per unit in a private placement to the Sponsor, for an aggregate purchase price of $825,000. In exchange for the Over-Allotment Private Units, the Sponsor settled the amount due to the Sponsor of $419,537 under a promissory note, paid $225,000 on behalf of the Company to Ontogeny pursuant to the Management Consulting Agreement, and paid $180,463 in cash to the Company.
In addition, the Sponsor had agreed to forfeit up to 750,000 shares of common stock (the “Founder Shares”) to the extent that the over-allotment option was not exercised in full by the Underwriters. As a result of the Underwriters’ full exercise of the over-allotment option, these Founders Shares are no longer subject to forfeiture.
INTERNATIONAL MEDIA ACQUISITION CORP.
NOTE TO FINANCIAL STATEMENT
Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option described above are as follows:
Pro forma entries | |||||||||
a. | Cash held in trust account | $ | 29,390,410 | ||||||
Additional paid-in capital | $ | 609,590 | |||||||
Common stock | $ | 300 | |||||||
Additional paid-in capital | $ | 29,999,700 | |||||||
To record sale of 3,000,000 Over-Allotment Units at $10.00 per Unit, net of cash underwriting fee and reimbursable underwriting expenses | |||||||||
b. | Cash | $ | 180,463 | ||||||
Promissory note - related party | $ | 419,537 | |||||||
Additional paid-in capital | $ | 211,950 | |||||||
Accumulated deficit | $ | 13,050 | |||||||
Warrant liability | $ | 47,850 | |||||||
Common stock | $ | 8 | |||||||
Additional paid-in capital | $ | 777,142 | |||||||
To record sale of 82,500 Over-Allotment Private Units at $10.00 per Unit | |||||||||
c. | Cash held in trust account | $ | 9,590 | ||||||
Cash | $ | 9,590 | |||||||
To record transfer of proceeds from sale of Over-Allotment Private Units to the trust account for payment of reimbursable underwriting expenses | |||||||||
d. | Additional paid-in capital | $ | 1,050,000 | ||||||
Deferred underwriting fee payable | $ | 1,050,000 | |||||||
To record additional deferred underwriters’ fee arising from the sale of Over-Allotment Units | |||||||||
e. | Common stock | $ | 289 | ||||||
Additional paid-in capital | $ | 28,892,271 | |||||||
Common stock subject to possible redemption | $ | 28,892,560 | |||||||
To record common stock subject to redemption |