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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 5, 2023
Date of Report (Date of earliest event reported)
International Media Acquisition Corp. |
(Exact Name of Registrant as Specified in its Charter) |
Delaware |
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001-40687 |
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86-1627460 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1604 US Highway 130 North Brunswick, NJ |
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08902 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 960-3677
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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IMAQ |
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The Nasdaq Stock Market LLC |
Warrants |
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IMAQW |
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The Nasdaq Stock Market LLC |
Rights |
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IMAQR |
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The Nasdaq Stock Market LLC |
Units |
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IMAQU |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On June 5, 2023, International Media Acquisition Corp. (the “Company”) issued five press releases regarding new films being released by Reliance Entertainment Studios Private Limited (“Reliance”) and recent awards received by Reliance films. Copies of these press releases are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to this Current Report on Form 8-K and are incorporated herein by reference.
Important Information for Investors and Stockholders
This Current Report on Form 8-K is being made in connection with the proposed merger transaction involving IMAQ and Reliance. IMAQ has filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”), and certain related documents, to be used at the meeting of stockholders to approve the proposed business combination (the “Stock Acquisition”) and related matters. Investors and security holders of IMAQ are urged to read the preliminary proxy statement and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain important information about IMAQ, Reliance and the business combination. The definitive proxy statement will be mailed to stockholders of IMAQ as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the proxy statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at https://www.sec.gov/.
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of IMAQ’s and Reliance’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAQ and Reliance. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.
These forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the Stock Purchase Agreement, dated October 22, 2023 (the “SPA”), relating to the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect IMAQ or the expected benefits of the Stock Acquisition, if not obtained; the failure to realize the anticipated benefits of the Stock Acquisition; matters discovered by the parties as they complete their respective due diligence investigation of the other party; the ability of IMAQ to maintain the listing of IMAQ’s shares on Nasdaq; costs related to the Stock Acquisition; IMAQ’s failure to satisfy the conditions to the consummation of each tranche of the Stock Acquisition, including the initial approval of the SPA by the stockholders of IMAQ, the risk that the Stock Acquisition may not be completed by the stated deadlines and the potential failure to obtain an extension of the stated deadlines; the inability to complete the financing contemplated in connection with the Stock Acquisition and the purchase of 100% of the equity of Reliance; the outcome of any legal proceedings that may be instituted against IMAQ or Reliance related to the Stock Acquisition; the attraction and retention of qualified directors, officers, employees and key personnel following the Stock Acquisition, IMAQ’s ability following the Stock Acquisition to compete effectively in a highly competitive market; the ability to protect and enhance Reliance’s corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in Reliance’s industry; the uncertain effects of the COVID-19 pandemic and other pandemics on the production of movies and attendance at movie theaters; changes in the viewing patterns of customers and consumer behavior, as well as evolving technologies, distribution platforms and packaging; the substantial investment of capital required to produce and market films and other programming; the inability to compete for talent, content, audiences, subscribers, advertising and distribution in the Indian and global entertainment industry; future financial performance of IMAQ following the Stock Acquisition; the ability of IMAQ to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; the risk that the Stock Acquisition disrupts current plans and operations of Reliance as a result of the announcement and consummation of the Stock Acquisition; the possibility that Reliance may be adversely affected by other economic, business, regulatory, and/or competitive factors; the evolution of the markets in which Reliance competes, including technological changes and other trends affecting the entertainment industry and increases in the cost for content and other rights; risks related to streaming initiatives; the ability of Reliance to implement its existing strategic initiatives and continue to innovate; risks related to acquisition and integration of acquired businesses; the ability of Reliance to defend its intellectual property; the risk that Reliance may not be able to execute its growth strategy and the timing of expected business milestones; and the risk of declines or disruptions in the Indian economy. The foregoing list of risks is not exhaustive.
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If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that IMAQ and Reliance do not presently know, or that IMAQ and Reliance currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect IMAQ’s and Reliance’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the exhibits hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the exhibits hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of IMAQ and Reliance described above. IMAQ and Reliance anticipate that subsequent events and developments will cause their assessments to change. However, while IMAQ and Reliance may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law.
Participants in the Solicitation
IMAQ and Reliance and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from IMAQ’s stockholders in connection with the proposed Stock Acquisition. A list of the names of the directors and executive officers of IMAQ and information regarding their interests in the Stock Acquisition will be contained in the proxy statement when available. You may obtain free copies of these documents as described in the second paragraph under the above section entitled “Important Information for Investors and Stockholders.”
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 6, 2023 |
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INTERNATIONAL MEDIA ACQUISITION CORP. |
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By: |
/s/ Shibasish Sarkar |
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Name: |
Shibasish Sarkar |
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Title: |
Chief Executive Officer |
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EXHIBIT 99.1
Amitabh Bachchan to Headline Courtroom Drama ‘Section 84’
Mumbai, 3 March 2023: Indian cinema legend Amitabh Bachchan will headline Ribhu Dasgupta’s courtroom drama thriller “Section 84.”
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| The film is produced by Reliance Entertainment, Film Hangar and Saraswati Entertainment in association with Jio Studios.
This film will mark Bachchan and Dasgupta’s third collaboration after the critical success of Sony Entertainment Television India’s 2014 miniseries “Yudh” and 2016 film “Te3n.”
Reliance Entertainment has been active in the distribution space recently, releasing Steven Spielberg’s Oscar contender “The Fabelmans” in India, which it also coproduced, and striking a deal for the international distribution of “Faraaz,” “Bheed” and “Afwaah” with T-Series and Benaras Mediaworks.
Dasgupta said: “I feel happy, blessed and honored to collaborate with Sir [Bachchan] again. Looking forward to it.”
Vivek B. Agrawal, producer, Reliance Entertainment, said: “It’s an honor to have Mr. Bachchan on board in our next film and I’m thrilled to be starting this adventure with him and Ribhu in ‘Section 84.’“
Sameer Chopra, VP marketing, Reliance Entertainment, said: “We are absolutely delighted to start work on ‘Section 84.’ Mr. Bachchan’s unparalleled superstardom paired with Ribhu’s amazing story-telling craft would make ‘Section 84’ an incredible watch for audiences worldwide.” |
| Jio Studios is a part of billionaire Mukesh Ambani’s media empire. Recent credits include Busan 2022 selection “The Storyteller” and “Bhediya,” starring Varun Dhawan. The outfit’s upcoming 2023 marquee title is Rajkumar Hirani’s “Dunki,” starring Shah Rukh Khan, who is currently white hot at the box office with the global success of “Pathaan.”
The last courtroom drama starring Bachchan was Aniruddha Roy Chowdhury’s “Pink” (2016). |
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Business Combination
On October 22, 2022, IMAC entered into a Stock Purchase Agreement (the “SPA”) with the Seller, and the Target Company. Pursuant to the terms of the SPA, a business combination between IMAC and the Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Seller in a series of transactions.
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About Reliance Entertainment
Reliance Entertainment is one of India’s largest content studios, having produced and distributed more than 400 films that have grossed over $1 billion at the global box office. As a vertically integrated media company focused on India, the fifth largest media and entertainment market globally according to FICCI & EY, Reliance has proprietary new media assets across animation and gaming, which monetize the Company’s proprietary film IP library across new media platforms. Reliance invests in film production companies and intellectual property, maintaining a rich content portfolio across multiple Indian languages and relationships for digital distribution with Netflix, Amazon, Disney+Hotstar and other platforms. Reliance films have won 29 national awards since 2008, and the Company works with some of the most prominent directors and stars in India.
www.relianceentertainment.com
FACEBOOK: @RelianceEntertainment
TWITTER: @RelianceEnt
INSTAGRAM: @reliance.entertainment
Contact: fatema.nagree@restudios.co.in +919326606275
About International Media Acquisition Corp.
NASDAQ:IMAQ
IMAC is special purpose acquisition company (SPAC), incorporated under the laws of the State of Delaware, USA, on January 15, 2021. IMAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
IMAC is led by its founder, Shibasish Sarkar, a media and entertainment industry leader with more than 27 years of corporate experience handling multiple verticals across films, television, animation, gaming content and operations of digital and new media platforms.
To learn more, please visit: https://www.imac.org.in.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “anticipate,” “project,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, expectations and timing related to Reliance’s business, customer growth and other business milestones, potential benefits of the proposed business combination (the “Proposed Transactions”), and expectations related to the timing of the Proposed Transactions.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of IMAC’s and Reliance’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAC and Reliance.
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These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the stockholders of IMAC or Reliance is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; risks relating to the uncertainty of the projected financial information with respect to Reliance; risks related to the Indian film, gaming, and entertainment industry, including changes in entertainment delivery formats; global economic conditions; the effects of competition on Reliance’s future business; risks related to operating results and growth rate; the business could be harmed the amount of redemption requests made by IMAC’s public stockholders; and those factors discussed in IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and the Current Report on Form 8-K filed on January 26, 2023 and other documents of IMAC filed, or to be filed, with the SEC.
Important Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving IMAC and Reliance. IMAC has filed a proxy statement with the SEC, and certain related documents, to be used at the meeting of stockholders to approve the proposed business combination and related matters. Investors and security holders of IMAC are urged to read the proxy statement and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain important information about IMAC, Reliance and the business combination. The definitive proxy statement will be mailed to stockholders of IMAC as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the registration statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at https://www.sec.gov/. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in Solicitation
IMAC and its directors and executive officers may be deemed participants in the solicitation of proxies from IMAC’s stockholders in connection with the proposed business combination. Reliance and its directors and executive officers may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of IMAC’s directors and executive officers in the solicitation by reading IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of IMAC’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement related to the business combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Investor Contact: investors@imac.org.in
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EXHIBIT 99.2
Imtiaz Ali and Netflix Unveil First Look Teaser of ‘Amar Singh Chamkila’ – A Riveting Musical Journey into Punjab’s Iconic Rockstar
Reliance Entertainment’s next Amar Singh Chamkila, is directed by Imtiaz Ali.
Diljit Dosanjh and Parineeti Chopra essay the lead roles and the music has been composed by the maestro AR Rahman.
Mumbai 30 May 2023: Renowned filmmaker Imtiaz Ali and leading streaming platform Netflix joined hands to present a glimpse of their highly anticipated movie ‘Amar Singh Chamkila’ through an intriguing first look teaser. Directed by Imtiaz Ali himself, the film delves into the extraordinary life of Amar Singh Chamkila, an emblematic music star from Punjab, India, during the vibrant 1980s. Starring the immensely talented Diljit Dosanjh and Parineeti Chopra in the lead roles, ‘Amar Singh Chamkila’ promises an exhilarating cinematic experience.
Produced by Reliance Entertainment, Window Seat Films, Mohit Choudhary, Select Media Holdings LLP, and Saregama, ‘Amar Singh Chamkila’ is set to captivate audiences with its riveting narrative, powerful performances, and a soul-stirring soundtrack which is set to release on Netflix soon.
Teaser Link: https://www.youtube.com/watch?v=Wi54zci9zfw
The film showcases the remarkable journey of Amar Singh Chamkila who emerged from the shadows of poverty and rose to the heights of popularity in the 80s due to the sheer power of his music, angering many on the way, which finally led to his assassination at a young age of 27. The highest record-selling artist of his time, Chamkila is still regarded as one of the best live stage performers that Punjab has ever produced.
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Imtiaz Ali is a renowned Indian film director and writer known for his distinct storytelling style and immersive narratives. With critically acclaimed films like “Jab We Met,” “Rockstar,” and “Highway“ to his credit, Ali has carved a niche for himself in the industry and continues to mesmerize audiences with his thought-provoking creations.
Diljit Dosanjh, known for his versatile performances in films like “Phillauri,” “Udta Punjab,” and “Good Newwz,” will step into the shoes of Amar Singh Chamkila, portraying the real-life singing icon with utmost dedication.
Adding to the film’s allure, the celebrated composer A.R. Rahman, an Academy Award winner, has composed the soul-stirring music for ‘Amar Singh Chamkila.’ With previous successful collaborations on films like “Rockstar”, “Highway” and “Tamasha“, Rahman’s distinctive musical genius is set to elevate the narrative to new heights, complementing the evocative storytelling of Imtiaz Ali.
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Business Combination
On October 22, 2022, IMAC entered into a Stock Purchase Agreement (the “SPA”) with the Seller, and the Target Company. Pursuant to the terms of the SPA, a business combination between IMAC and the Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Seller in a series of transactions.
About Reliance Entertainment
Reliance Entertainment is one of India’s largest content studios, having produced and distributed more than 400 films that have grossed over $1 billion at the global box office. As a vertically integrated media company focused on India, the fifth largest media and entertainment market globally according to FICCI & EY, Reliance has proprietary new media assets across animation and gaming, which monetize the Company’s proprietary film IP library across new media platforms. Reliance invests in film production companies and intellectual property, maintaining a rich content portfolio across multiple Indian languages and relationships for digital distribution with Netflix, Amazon, Disney+Hotstar and other platforms. Reliance films have won 29 national awards since 2008, and the Company works with some of the most prominent directors and stars in India.
www.relianceentertainment.com
FACEBOOK: @RelianceEntertainment
TWITTER: @RelianceEnt
INSTAGRAM: @reliance.entertainment
Contact: fatema.nagree@restudios.co.in +919326606275
About International Media Acquisition Corp.
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NASDAQ:IMAQ
IMAC is special purpose acquisition company (SPAC), incorporated under the laws of the State of Delaware, USA, on January 15, 2021. IMAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
IMAC is led by its founder, Shibasish Sarkar, a media and entertainment industry leader with more than 27 years of corporate experience handling multiple verticals across films, television, animation, gaming content and operations of digital and new media platforms.
To learn more, please visit: https://www.imac.org.in.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “anticipate,” “project,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, expectations and timing related to Reliance’s business, customer growth and other business milestones, potential benefits of the proposed business combination (the “Proposed Transactions”), and expectations related to the timing of the Proposed Transactions.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of IMAC’s and Reliance’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAC and Reliance.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the stockholders of IMAC or Reliance is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; risks relating to the uncertainty of the projected financial information with respect to Reliance; risks related to the Indian film, gaming, and entertainment industry, including changes in entertainment delivery formats; global economic conditions; the effects of competition on Reliance’s future business; risks related to operating results and growth rate; the business could be harmed the amount of redemption requests made by IMAC’s public stockholders; and those factors discussed in IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and the Current Report on Form 8-K filed on January 26, 2023 and other documents of IMAC filed, or to be filed, with the SEC.
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Important Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving IMAC and Reliance. IMAC has filed a proxy statement with the SEC, and certain related documents, to be used at the meeting of stockholders to approve the proposed business combination and related matters. Investors and security holders of IMAC are urged to read the proxy statement and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain important information about IMAC, Reliance and the business combination. The definitive proxy statement will be mailed to stockholders of IMAC as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the registration statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at https://www.sec.gov/. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in Solicitation
IMAC and its directors and executive officers may be deemed participants in the solicitation of proxies from IMAC’s stockholders in connection with the proposed business combination. Reliance and its directors and executive officers may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of IMAC’s directors and executive officers in the solicitation by reading IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of IMAC’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement related to the business combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Investor Contact: investors@imac.org.in
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EXHIBIT 99.3
AMAZON ORIGINAL SERIES JUBILEE, DIRECTED BY VIKRAMADITYA MOTWANE PREMIERED ON APRIL 7TH
JUBILEE IS PRODUCED BY ANDOLAN FILMS IN ASSOCIATION WITH
RELIANCE ENTERTAINMENT AND PHANTOM STUDIOS
Mumbai 30 March 2023: Prime Video has announced the global premiere of the upcoming Amazon Original series, Jubilee on 7th April 2023. The 10-episode fictional drama is directed by Vikramaditya Motwane, and created by Soumik Sen along with Motwane. The screenplay and dialogues are by Atul Sabharwal and produced by Andolan Films in association with Reliance Entertainment and Phantom Studios. The series features a phenomenal ensemble cast led by Prosenjit Chatterjee, Aditi Rao Hydari, Aparshakti Khurana, Wamiqa Gabbi, Sidhant Gupta, Nandish Sandhu, and Ram Kapoor. Part One (Episodes one to five) was streaming from April 7 and Part 2 (Episodes six to 10) from April 14.
Set parallel to the evolution of both India and the movies, Jubilee unveils the stories and dreams that gave birth to the Hindi film industry as we know it. Set against the backdrop of the golden age of Indian cinema, Jubilee is a thrilling yet poetic tale woven around an ensemble of characters and the gambles they’re willing to take, in pursuit of their dreams, passion, ambition and love.
The director, Vikramaditya Motwane shared, “Jubilee has been a love story in the making for me ever since I was an assistant director enamored with the world of the movies, even when there wasn’t a story to tell. While the series is set in that celebrated era of cinema, at its core, Jubilee is a very human story, with narrative themes that will resonate with everyone – which is what drew me to the story in the first place. We’ve painstakingly researched each aspect of the series to remain true to its era. It’s been the most incredible journey made with the support of a terrific studio, with some of the most amazing actors, and with the best possible crew ever. Every day on this series has been a delight and I cannot wait for the world to see the work that we’ve all done.”
“Jubilee is a celebration of the magic of cinema; it is homage to all the artists and technicians who weave this magic on screen for us. The story follows the trials and tribulations of three young characters as they set out on their journey to become a part of the film industry,” said Aparna Purohit, head of India Originals, Prime Video. “The story is replete with love, jealousy, treachery, and all-consuming ambition. The creative genius of Vikramaditya Motwane and of soulful music composed by Amit Trivedi will transport you to the magnificent golden age of the Hindi film industry set in the 1940s and 1950s. Jubilee is a series that we are extremely proud of and we cannot wait to share it with the rest of the world.”
Sunil Menghrajani, Sr. Vice President – Strategy, Reliance Entertainment said, “We are delighted to be associated with Jubilee. The series is a beautifully created tribute to the golden era of Indian Cinema told in Vikramaditya Motwane’s trademark style. Jubilee is a series that will appeal to audiences around the world with its layered storytelling and top-notch production quality. We’re thrilled that with Prime Video, Jubilee will premiere across 240 countries and territories. The series is a true reflection of Reliance Entertainment’s continued mission of providing customers with a variety of compelling and engaging stories to enjoy.”
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Business Combination
On October 22, 2022, IMAC entered into a Stock Purchase Agreement (the “SPA”) with the Seller, and the Target Company. Pursuant to the terms of the SPA, a business combination between IMAC and the Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Seller in a series of transactions.
About Reliance Entertainment
Reliance Entertainment is one of India’s largest content studios, having produced and distributed more than 400 films that have grossed over $1 billion at the global box office. As a vertically integrated media company focused on India, the fifth largest media and entertainment market globally according to FICCI & EY, Reliance has proprietary new media assets across animation and gaming, which monetize the Company’s proprietary film IP library across new media platforms. Reliance invests in film production companies and intellectual property, maintaining a rich content portfolio across multiple Indian languages and relationships for digital distribution with Netflix, Amazon, Disney+Hotstar and other platforms. Reliance films have won 29 national awards since 2008, and the Company works with some of the most prominent directors and stars in India.
www.relianceentertainment.com
FACEBOOK: @RelianceEntertainment
TWITTER: @RelianceEnt
INSTAGRAM: @reliance.entertainment
Contact: fatema.nagree@restudios.co.in +919326606275
About International Media Acquisition Corp.
NASDAQ:IMAQ
IMAC is special purpose acquisition company (SPAC), incorporated under the laws of the State of Delaware, USA, on January 15, 2021. IMAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
IMAC is led by its founder, Shibasish Sarkar, a media and entertainment industry leader with more than 27 years of corporate experience handling multiple verticals across films, television, animation, gaming content and operations of digital and new media platforms.
To learn more, please visit: https://www.imac.org.in.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “anticipate,” “project,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, expectations and timing related to Reliance’s business, customer growth and other business milestones, potential benefits of the proposed business combination (the “Proposed Transactions”), and expectations related to the timing of the Proposed Transactions.
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These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of IMAC’s and Reliance’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAC and Reliance.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the stockholders of IMAC or Reliance is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; risks relating to the uncertainty of the projected financial information with respect to Reliance; risks related to the Indian film, gaming, and entertainment industry, including changes in entertainment delivery formats; global economic conditions; the effects of competition on Reliance’s future business; risks related to operating results and growth rate; the business could be harmed the amount of redemption requests made by IMAC’s public stockholders; and those factors discussed in IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and the Current Report on Form 8-K filed on January 26, 2023 and other documents of IMAC filed, or to be filed, with the SEC.
Important Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving IMAC and Reliance. IMAC has filed a proxy statement with the SEC, and certain related documents, to be used at the meeting of stockholders to approve the proposed business combination and related matters. Investors and security holders of IMAC are urged to read the proxy statement and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain important information about IMAC, Reliance and the business combination. The definitive proxy statement will be mailed to stockholders of IMAC as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the registration statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at https://www.sec.gov/. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in Solicitation
IMAC and its directors and executive officers may be deemed participants in the solicitation of proxies from IMAC’s stockholders in connection with the proposed business combination. Reliance and its directors and executive officers may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of IMAC’s directors and executive officers in the solicitation by reading IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of IMAC’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement related to the business combination when it becomes available.
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No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Investor Contact: investors@imac.org.in
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EXHIBIT 99.4
Reliance Entertainment’s games - Little Singham and Little Singham Cycle Race - Inspire Eco-consciousness on World Environment Day with Plastic Hazard Awareness.
Warner Bros. Discovery & Reliance Games to support UN Environment Programme’s (UNEP) Tide Turners Plastic Challenge.
Mumbai, June 05, 2023: In commemoration of World Environment Day, Reliance Games is proud to announce a unique initiative aimed at raising awareness about the hazards of plastic among children and youth. Building upon the tremendous success of last year’s campaign, which reached 1.5 million youth and encouraged them to collect an impressive 250 million virtual plastic bottles, the studio is expanding its efforts to support the UN Environment Programme’s (UNEP) Tide Turners Plastic Challenge for World Environment Day.
This global initiative engages youth in addressing the urgent issue of plastic pollution, which poses a threat to life in oceans, rivers, and land. Notably, Reliance Games will incorporate the issue of plastic pollution into its popular game, Little Singham, and introduce a brand-new game, Little Singham Cycle Race, both designed to educate and entertain players.
POGO‘s Little Singham, one of India’s leading animated IPs, with its unique and quirky storylines, has been engaging, inspiring, and captivating millions of kids across the country since its launch. The show’s growing animated universe and the new range of games extend the fun and frolic to a wider audience sphere. As part of that, Reliance Games expands its program with two of its fan-favourite titles, Little Singham and Little Singham Cycle Race, boasting an impressive 75 million downloads. These games embark on a new campaign to educate players about the detrimental impact of plastic pollution.
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Play Now:
Little Singham Cycle Race: https://onelink.to/upncs2
Little Singham: https://onelink.to/gnah9f
The in-game activation is part of Reliance Games’ support of Playing for the Planet (www.playing4theplanet.org ), an initiative facilitated by UNEP which works with the games industry to decarbonize the industry and test green activations in games.
Through inventive gameplay mechanics, players actively collect virtual plastic bottles and prohibited plastic items, reinforcing the significance of reducing, reusing, and recycling plastics. Both games prominently feature the World Environment Day “Only One Earth” logo, underscoring their commitment to global environmental preservation.
The Tide Turners youth program, backed by the worldwide Scout and Girl Guide movement, engages an impressive count of 500,000 youth across more than 30 countries.
Atul Bagai, Head of UNEP’s office in India, emphasized the importance of raising awareness among young people, stating, “At UNEP, we were impressed to see the integration of the plastic theme in Little Singham that saw some 250 million virtual plastic bottles collected in the game. Educating people about what actions we can all take to change our relationship with plastics is key. We need more games like this serving to educate and inspire more young individuals to become environmental advocates and help us to Beat Plastic Pollution.”
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Uttam Pal Singh, Head of Kids Cluster, Warner Bros. Discovery, said, “POGO’s beloved kid supercop, Little Singham, has been a fan-favourite for years and with his traits of bravery, responsibility, and honesty, has entertained and inspired kids across the country. We believe that today’s youth and kids are the drivers of tomorrow’s change. With Little Singham as the messenger, in collaboration with Reliance Games, we aim to raise awareness about the concern of plastic pollution and inspire kids in fun and engaging formats to bring a positive and responsible attitude towards climate change.”
Amit Khanduja, CEO of Reliance Entertainment - Digital, expressed his enthusiasm for the collaboration, stating, “We are proud to strengthen our relationship with UNEP’s Playing for the Planet initiative, and our esteemed partner, Warner Bros Discovery, in raising awareness about plastic pollution through our games. Our goal is to reach an impressive milestone of 100 million runs and 50 billboards per game, maximizing our exposure to spread the message. Our belief has always been that our games, enjoyed by over 500+ million gamers worldwide, can serve as a platform to deliver impactful messages. This year, our collaboration with UNEP, on this theme, around World Environment Day, aligns with the Swachh Bharat Abhiyaan initiated by the Government of India, enabling us to reach children and young adults who love playing games and are fans of Little Singham. Through our games, we are delivering a crucial message that resonates deeply.”
This collaboration is part of the Playing for the Planet initiative, launched by UNEP in September 2019 at the UN Climate Summit. The initiative aims to mobilize the gaming industry to create awareness about pressing environmental issues. Reliance Games/Zapak, alongside Sony, Microsoft, Ubisoft, and Supercell, stands as one of the founding members of this ground-breaking movement.
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Business Combination
On October 22, 2022, IMAC entered into a Stock Purchase Agreement (the “SPA”) with the Seller, and the Target Company. Pursuant to the terms of the SPA, a business combination between IMAC and the Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Seller in a series of transactions.
About Reliance Entertainment
Reliance Entertainment is one of India’s largest content studios, having produced and distributed more than 400 films that have grossed over $1 billion at the global box office. As a vertically integrated media company focused on India, the fifth largest media and entertainment market globally according to FICCI & EY, Reliance has proprietary new media assets across animation and gaming, which monetize the Company’s proprietary film IP library across new media platforms. Reliance invests in film production companies and intellectual property, maintaining a rich content portfolio across multiple Indian languages and relationships for digital distribution with Netflix, Amazon, Disney+Hotstar and other platforms. Reliance films have won 29 national awards since 2008, and the Company works with some of the most prominent directors and stars in India.
www.relianceentertainment.com
FACEBOOK: @RelianceEntertainment
TWITTER: @RelianceEnt
INSTAGRAM: @reliance.entertainment
Contact: fatema.nagree@restudios.co.in +919326606275
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About Reliance Games
Reliance Games is India’s leading Gaming Destination with more than 500 million game downloads. Reliance Games and Zapak work closely with leading Entertainment companies such as WWE, Cartoon Network, Paramount, Discovery Kids, etc. From famous games like American Dad! Apocalypse Soon, WWE Mayhem, World Robot Boxing, T20 Cricket, to Blockbuster TV Series running games Little Singham, Little Krishna & many others, Zapak Players from all over the world experience endless excitement, achieve amazing high scores, challenge friends & compete in one of India’s biggest games collections. Reliance Games and Zapak are the division of Reliance Entertainment Digital.
About International Media Acquisition Corp.
NASDAQ:IMAQ
IMAC is special purpose acquisition company (SPAC), incorporated under the laws of the State of Delaware, USA, on January 15, 2021. IMAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
IMAC is led by its founder, Shibasish Sarkar, a media and entertainment industry leader with more than 27 years of corporate experience handling multiple verticals across films, television, animation, gaming content and operations of digital and new media platforms.
To learn more, please visit: https://www.imac.org.in.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “anticipate,” “project,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, expectations and timing related to Reliance’s business, customer growth and other business milestones, potential benefits of the proposed business combination (the “Proposed Transactions”), and expectations related to the timing of the Proposed Transactions.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of IMAC’s and Reliance’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAC and Reliance.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the stockholders of IMAC or Reliance is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; risks relating to the uncertainty of the projected financial information with respect to Reliance; risks related to the Indian film, gaming, and entertainment industry, including changes in entertainment delivery formats; global economic conditions; the effects of competition on Reliance’s future business; risks related to operating results and growth rate; the business could be harmed the amount of redemption requests made by IMAC’s public stockholders; and those factors discussed in IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and the Current Report on Form 8-K filed on January 26, 2023 and other documents of IMAC filed, or to be filed, with the SEC.
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Important Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving IMAC and Reliance. IMAC has filed a proxy statement with the SEC, and certain related documents, to be used at the meeting of stockholders to approve the proposed business combination and related matters. Investors and security holders of IMAC are urged to read the proxy statement and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain important information about IMAC, Reliance and the business combination. The definitive proxy statement will be mailed to stockholders of IMAC as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the registration statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at https://www.sec.gov/. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in Solicitation
IMAC and its directors and executive officers may be deemed participants in the solicitation of proxies from IMAC’s stockholders in connection with the proposed business combination. Reliance and its directors and executive officers may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of IMAC’s directors and executive officers in the solicitation by reading IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of IMAC’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement related to the business combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Investor Contact: investors@imac.org.in
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EXHIBIT 99.5
Reliance Entertainment’s Vikram Vedha Bags Two Prestigious Awards at IIFA 2023 in Abu Dhabi
Mumbai, 29 May 2023: Vikram Vedha, the gripping action-thriller directed by Pushkar-Gayatri, has added two more feathers to its cap by securing top honors at the prestigious International Indian Film Academy (IIFA) Awards 2023 held on May 27th and 28th in Abu Dhabi, UAE. The film’s outstanding achievement was recognized with the awards for “Best Performance in the Leading Role Male” and “Best Background Score”. Adding to the success, the film also garnered “Best Action” award in Filmfare Awards 2023, recently held in India.
Hrithik Roshan, one of the most versatile actors in the industry, clinched the highly coveted “Best Performance in the Leading Role Male” award for his portrayal of the enigmatic gangster, Vedha. Roshan’s charismatic and nuanced performance brought the character to life, leaving a lasting impact on audiences. His ability to effortlessly navigate the moral complexities of the role, combined with his remarkable screen presence, has earned him this well-deserved recognition.
Sam C.S. was honored with the “Best Background Score” award for his exceptional contribution to the film. Sam C.S.’s brilliant compositions resonated with the movie’s intense narrative, creating an immersive experience for the viewers. Although unable to attend the ceremony personally, the award was accepted on his behalf by the film’s director duo, Pushkar and Gayatri, who commended Sam C.S.’s exceptional talent and dedication.
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The outstanding achievement of Vikram Vedha at the IIFA Awards and Filmfare serves as a testament to the film’s brilliance and the team’s meticulous efforts in crafting a captivating cinematic experience. As the accolades continue to pour in, it is evident that Vikram Vedha has firmly established itself as a cinematic gem that will be celebrated for years to come.
Speaking about the film’s success, Sameer Chopra, VP Marketing, Reliance Entertainment, expressed his gratitude for the overwhelming response received by Vikram Vedha. He stated, “We are very proud of Vikram Vedha. The recognition the film is receiving is truly humbling. We extend our heartfelt thanks to IIFA for recognizing our efforts and to our phenomenal cast and crew for their unwavering dedication.”
Vikram Vedha is an action-thriller written & directed by Pushkar-Gayatri. The story of Vikram Vedha is full of twists and turns, as a tough cop Vikram (Saif Ali Khan) sets out to track and chase a dreaded gangster Vedha (Hrithik Roshan). What unfolds is a cat-and-mouse chase, where Vedha - a master storyteller helps Vikram peel back layers through a series of stories leading to thought-provoking moral ambiguities.
Vikram Vedha is presented by Gulshan Kumar, T-Series and Reliance Entertainment in association with Friday Filmworks & Jio Studios and a YNOT Studios Production. The film is directed by Pushkar & Gayatri and produced by Bhushan Kumar & S. Sashikanth. Vikram Vedha released on the big screens globally on 30th September 2022 and is now streaming on Jio Cinemas.
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Business Combination
On October 22, 2022, IMAC entered into a Stock Purchase Agreement (the “SPA”) with the Seller, and the Target Company. Pursuant to the terms of the SPA, a business combination between IMAC and the Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Seller in a series of transactions.
About Reliance Entertainment
Reliance Entertainment is one of India’s largest content studios, having produced and distributed more than 400 films that have grossed over $1 billion at the global box office. As a vertically integrated media company focused on India, the fifth largest media and entertainment market globally according to FICCI & EY, Reliance has proprietary new media assets across animation and gaming, which monetize the Company’s proprietary film IP library across new media platforms. Reliance invests in film production companies and intellectual property, maintaining a rich content portfolio across multiple Indian languages and relationships for digital distribution with Netflix, Amazon, Disney+Hotstar and other platforms. Reliance films have won 29 national awards since 2008, and the Company works with some of the most prominent directors and stars in India.
www.relianceentertainment.com
FACEBOOK: @RelianceEntertainment
TWITTER: @RelianceEnt
INSTAGRAM: @reliance.entertainment
Contact: fatema.nagree@restudios.co.in +919326606275
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About International Media Acquisition Corp.
NASDAQ:IMAQ
IMAC is special purpose acquisition company (SPAC), incorporated under the laws of the State of Delaware, USA, on January 15, 2021. IMAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
IMAC is led by its founder, Shibasish Sarkar, a media and entertainment industry leader with more than 27 years of corporate experience handling multiple verticals across films, television, animation, gaming content and operations of digital and new media platforms.
To learn more, please visit: https://www.imac.org.in.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “anticipate,” “project,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, expectations and timing related to Reliance’s business, customer growth and other business milestones, potential benefits of the proposed business combination (the “Proposed Transactions”), and expectations related to the timing of the Proposed Transactions.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of IMAC’s and Reliance’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAC and Reliance.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the stockholders of IMAC or Reliance is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; risks relating to the uncertainty of the projected financial information with respect to Reliance; risks related to the Indian film, gaming, and entertainment industry, including changes in entertainment delivery formats; global economic conditions; the effects of competition on Reliance’s future business; risks related to operating results and growth rate; the business could be harmed the amount of redemption requests made by IMAC’s public stockholders; and those factors discussed in IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and the Current Report on Form 8-K filed on January 26, 2023 and other documents of IMAC filed, or to be filed, with the SEC.
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Important Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving IMAC and Reliance. IMAC has filed a proxy statement with the SEC, and certain related documents, to be used at the meeting of stockholders to approve the proposed business combination and related matters. Investors and security holders of IMAC are urged to read the proxy statement and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain important information about IMAC, Reliance and the business combination. The definitive proxy statement will be mailed to stockholders of IMAC as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the registration statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at https://www.sec.gov/. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in Solicitation
IMAC and its directors and executive officers may be deemed participants in the solicitation of proxies from IMAC’s stockholders in connection with the proposed business combination. Reliance and its directors and executive officers may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of IMAC’s directors and executive officers in the solicitation by reading IMAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of IMAC’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement related to the business combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Investor Contact: investors@imac.org.in
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