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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 25, 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 July 25, 2023, International Media Acquisition Corp. (the “Company”) issued a press release regarding a new training program in Animation and VFX for grade students developed by Reliance Entertainment Studios Private Limited (“Reliance”). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and 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.
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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.
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: July 25, 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
RELIANCE ANIMATION ACADEMY TIES UP WITH SANDIP UNIVERSITY, ALLEN HOUSE GROUP OF SCHOOLS, AND PIMPRI CHINCHWAD UNIVERSITY TO EMPOWER STUDENTS WITH ANIMATION AND VFX SKILLS IN TODAY’S AI & TECH-SAVVY WORLD
Mumbai, 25 July 2023: Reliance Entertainment’s Reliance Animation Academy, in partnership with Sandip University (Nasik), Allen House (Uttar Pradesh), and Pimpri Chinchwad University (Pune), aims to provide hands-on training in Animation and VFX to students from early grades in their schooling phase. The curriculum will be developed by Reliance Animation Academy separately for each grade which will consider the age of the student and the grasping capacity with the right blend of the software and drawing skills in order to build a right mix of talent in the Animation and VFX Sector.
Reliance Animation Academy, a division of Reliance Animation Studios, in its new avatar, is imparting the finest education in the country to students pursuing some of the most extensive courses in Animation and VFX starting from 3 months to 3 years including the Degree Program that covers the entire gamut of art focusing from conceptualizing to final delivery.
Between the years 2009 and 2022, around 4500 students have proudly passed out from Reliance Animation Academy, formerly known as BIG Aims. During its peak, just before the onset of the COVID-19 pandemic, the academy boasted an impressive network of over 25 franchisees.
The animation studio counts top broadcasters like Discovery (India), Viacom18 Media, Turner Broadcasting (Asia Pacific), Disney Broadcasting (India), Sony Entertainment, IN10 Media, Sun TV and others as its clients. Besides delivering market-leading IPs to various Indian TV broadcasters, the animation studio has also worked on several international projects which includes the production of the show “Twisted Timelines of Sammy & Raj” for Nickelodeon and “The Davincibles” - a co-production with Neo Network & Moonscoop US.
The Reliance Animation studio has the unique advantage of access to top film creators and film IP’s from Reliance Entertainment Studios. It has successfully taken up well performing IPs from films and spun off animated series and films. Shows like Little Singham which is currently airing on POGO, Golmaal Jr. on Sonic/Nick, Smashing Simmba on Discovery Kids, Bhaiyyaji Balwan on Hungama and Pandeyji Pehelwan on ETV Bal Bharat are some of the finest creations of Reliance Animation.
Tejonidhi Bhandare, CEO Reliance Animation Studios says “India is fast emerging as the prospective global giant in the field of animation, gaming, VFX & comics, and to be successful, one needs to be prepared in every manner to handle the challenges. Awareness and building skills at early ages are the key factors that define the growth journey and with these tie-ups we are bang on to create both factors at early ages from Grade 3 to 8 and build a solid task force for this sector. This type of partnership is a one-of-its-kind which will help shape the future of the students in the art sector on one hand and create awareness about the opportunities on the other. At Reliance Animation Academy, we are dedicated towards crafting the leaders in moving arts.”
According to the Latest FICCI Report the demand for animated content and kids’ OTT platforms has grown since pre-pandemic, with more options in regional languages. India has become one of the leading providers of end-to-end services, from pre-visualization to final rendering, resulting in a rise in work volume and value. There has been a 100% increase in high-budget films in India in 2022, leading to a higher demand for domestic VFX services. Tent pole movies and VFX-heavy episodic content remain popular, with over 50 such movies set to release globally in 2023-2024. Top 10 OTT platforms are expected to commission 1,000+ original titles in the coming years. Anime viewership among millennials has increased, creating opportunities for adult-focused animated content and home-grown IPs. Gaming has also experienced significant growth, presenting new avenues for monetization. The rise of the metaverse will increase the demand for 3D modeling and real-time rendering, leading to more job opportunities and new companies entering the space.
Therefore, Reliance Animation Academy, with its unmatched course curriculum, aims to gear up students to the opportunity to gain skill sets that will give them the confidence to explore career opportunities in not only animation and VFX studios but also in the fields of advertising, gaming, live action film making, comics, designing and many more exiting media activities that they might be inclined to.
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About Reliance Animation
Reliance Animation Pvt. Ltd. is a renowned animation studio that sparks the imagination with its exceptional creative endeavors. With a strong foothold in the industry, Reliance Animation has garnered recognition for its groundbreaking animated films, TV series, and interactive content. Their diverse portfolio showcases a wide range of captivating storytelling, imaginative characters, and cutting-edge visual effects. With a talented team of artists, animators, and technicians, Reliance Animation continues to push the boundaries of animation, delivering high-quality and engaging experiences. Committed to innovation and excellence, Reliance Animation Pvt. Ltd. inspires audiences of all ages by creating magical worlds where dreams come to life.
Reliance Animation Studios Pvt. Ltd. commenced operations in the animation sector in 2005 and today is a leading animation studio from India. The animation studio is well known for delivering IP driven animation content across multiple Indian languages. The Animation studio has Flash 2D, Harmony 2D & Maya 3D pipeline with proven production facilities, having delivered 18,000+ minutes of animated content to date. With the latest & licensed technology in Animation and visual effects, the animation studio engages over 1,000 creators working across multiple locations in India.
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.
https://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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