Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Name	Symbol	Market	Type
International Media Acquisition Corporation	NASDAQ:IMAQW	NASDAQ	Equity Warrant

	Price Change	% Change	Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Traded	Last Trade
	0.00	0.00%	0.0189	0.0065	0.041				0	09:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-40687

INTERNATIONAL MEDIA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		86-1627460
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

1604 US Highway 130

N Brunswick, NJ 08902

(Address of principal executive offices and zip code)

(212) 960‑3677

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☒ No ☐

As of June 3, 2024, there were 7,522,430 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

INTERNATIONAL MEDIA ACQUISITION CORP.

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS

	Condensed Balance Sheets as of December 31, 2023 (unaudited) and March 31, 2023 (audited)	4

	Condensed Statements of Operations for the nine months ended December 31, 2023 and December 31, 2022 (unaudited)	5

	Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the nine months ended December 31, 2023 and December 31, 2022 (unaudited)	6

	Condensed Statement of Cash Flows for the nine months ended December 31, 2023 and December 31, 2022 (unaudited)	7

	Notes to Unaudited Condensed Financial Statements	8

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35

Item 4.	CONTROLS AND PROCEDURES	35

PART II – OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	37

Item 1A.	RISK FACTORS	37

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37

Item 3.	DEFAULTS UPON SENIOR SECURITIES	37

Item 4.	MINE SAFETY DISCLOSURES	37

Item 5.	OTHER INFORMATION	37

Item 6.	EXHIBITS	38

SIGNATURES		39

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 14, 2023 and the Company’s final prospectus for its initial public offering filed with the SEC on July 29, 2021. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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PART 1 – FINANCIAL INFORMATION

INTERNATIONAL MEDIA ACQUISITION CORP.
BALANCE SHEETS

	December 31, 2023 (Unaudited)			March 31, 2023 (Audited)
ASSETS
Cash	$	1,177		$	302
Prepaid expenses		-			52,500
Total Current Assets		1,177			52,802
Investments held in Trust Account		22,027,582			20,978,456
Total Assets	$	22,028,759		$	21,031,258

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,942,751		$	1,192,707
Accrued expenses - related party		-			200,000
Due to related party		649,913			-
Promissory note- related party		2,445,000			2,125,541
Loan - JC Unify		573,673			-
Excise tax payable		6,906			-
Income tax payable		346,446			207,632
Total Current Liabilities		5,964,689			3,725,880
Deferred underwriting fee payable		8,050,000			8,050,000
Warrant liability		28,688			23,907
Total Liabilities		14,043,377			11,799,787

Commitments (see Note 6)
Common stock subject to possible redemption: 1,909,723 and 1,973,118, shares issued and outstanding at $11.13 and $10.28 redemption value as of December 31, 2023 and March 31, 2023, respectively		21,263,402			20,284,026

Stockholders' Deficit
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.0001 par value; 500,000,000 shares authorized; 6,546,900 shares issued and outstanding (excluding 1,909,723 and 1,973,118 shares subject to possible redemption as of December 31, 2023 and March 31, 2023, respectively)		655			655
Accumulated deficit		(13,278,675	)		(11,053,211	)
Total Stockholders' Deficit		(13,278,020	)		(11,052,556	)
Total Liabilities and Stockholders' Deficit	$	22,028,759		$	21,031,258

The accompanying notes are an integral part of these unaudited financial statements.

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INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three Months Ended December 31, 2023			Three Months Ended December 31, 2022			Nine Months Ended December 31, 2023			Nine Months Ended December 31, 2022
Formation and operating costs	$	731,550		$	681,987		$	1,417,531		$	1,872,212
Loss from operations		(731,550	)		(681,987	)		(1,417,531	)		(1,872,212	)
Liabilities written back		-			-			200,000			-
Change in fair value of warrant liability		(12,750	)		-			(4,781	)		119,535
Interest and dividend income on investments held in trust account		286,712			183,534			812,558			862,210
Loss before provision for income taxes		(457,588	)		(498,453	)		(409,754	)		(890,467	)
Provision for income taxes		19,340			26,374			138,814			157,656
Net loss	$	(476,928	)	$	(524,827	)	$	(548,568	)	$	(1,048,123	)
Weighted average shares outstanding, basic and diluted		8,456,623			8,688,795			8,485,669			17,443,109
Basic and diluted net loss per common share	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.06	)

The accompanying notes are an integral part of these unaudited financial statements.

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INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2023
	Common Stock				Additional Paid-in			Accumulated			Total Stockholders'
	Shares		Amount		Capital			Deficit			Deficit
Balance at March 31, 2023		6,546,900	$	655	$	-		$	(11,053,210	)	$	(11,052,556	)
Net income (loss)		-		-		-			322,616			322,616
Accretion of Class A Ordinary Shares Subject to Redemption						-			(149,071	)		(149,071	)
Balance at June 30, 2023		6,546,900		655		-			(10,879,664	)		(10,879,009	)
Net income (loss)		-		-		-			(394,256	)		(394,256	)
Accretion of Class A Ordinary Shares Subject to Redemption		-		-		-			(275,850	)		(275,850	)
Balance at September 30, 2023		6,546,900	$	655	$	-		$	(11,549,771	)	$	(11,549,116	)
Net income (loss)		-		-		-			(476,928	)		(476,928	)
Accretion of Class A Ordinary Shares Subject to Redemption		-		-		-			(1,245,070	)		(1,245,070	)
Excise tax liability		-		-		-			(6,906	)		(6,906	)
Balance at December 31, 2023		6,546,900	$	655	$	-		$	(13,278,675	)	$	(13,278,020	)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2022

	Common Stock				Additional Paid-in			Accumulated			Total Stockholders'
	Shares		Amount		Capital			Deficit			Deficit
Balance at March 31, 2022		6,546,900	$	655	$	564,600		$	(9,117,853	)	$	(8,552,598	)
Net loss		-		-		-			(204,672	)		(204,672	)
Accretion of Class A Ordinary Shares Subject to Redemption		-		-		(340,524	)		-			(340,524	)
Balance at June 30, 2022		6,546,900		655		224,076			(9,322,525	)		(9,097,794	)
Net loss		-		-		-			(318,624	)		(318,624	)
Accretion of Class A Ordinary Shares Subject to Redemption		-		-		(224,076	)		(144,013	)		(368,089	)
Balance at September 30, 2022		6,546,900	$	655	$	-		$	(9,785,162	)	$	(9,784,507	)
Net loss		-		-		-			(524,827	)		(524,827	)
Accretion of Class A Ordinary Shares Subject to Redemption		-		-		-			(329,380	)		(329,380	)
Balance at December 31, 2022		6,546,900	$	655	$	-		$	(10,639,369	)	$	(10,638,714	)

The accompanying notes are an integral part of these unaudited financial statements.

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INTERNATIONAL MEDIA ACQUISITION CORP.
STATEMENT OF CASH FLOWS
(UNAUDITED)

	Nine Months Ended December 30, 2023			Nine Months Ended December 30, 2022
Cash Flows from Operating Activities:
Net loss	$	(548,568	)	$	(1,048,123	)
Adjustments to reconcile net income to net cash used in operating activities:
Interest and dividend income on investments held in trust account		(812,558	)		(862,210	)
Change in fair value of warrant liability		4,781			(119,535	)
Changes in operating assets and liabilities:
Prepaid expenses		52,500			192,200
Accounts payable and accrued expenses		550,044			671,014
Income tax payable		138,814			157,656
Net cash provided by (used in) operating activities		(614,986	)		(1,008,998	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(1,028,109	)		(700,000	)
Cash withdrawn from trust account to pay franchise tax		100,925			245,267
Cash withdrawn from trust account in connection with redemption		690,615			209,237,593
Net cash provided by (used in) investing activities		(236,569	)		208,782,860

Cash Flows from Financing Activities:
Proceeds from loan - JC Unify		573,673			-
Proceeds from promissory note - related party		319,459			1,515,000
Advance from Sponsor		649,913			-
Redemption of common stock		(690,615	)		(209,237,593	)
Net cash provided by (used in) financing activities		852,430			(207,722,593	)

Net Change in Cash		875			51,268
Cash - Beginning of period		302			107,684
Cash - End of period	$	1,177		$	158,952

Non-cash investing and financing activities
Accretion of Public Shares to redemption value	$	1,669,991		$	1,037,993

The accompanying notes are an integral part of these unaudited financial statements.

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INTERNATIONAL MEDIA ACQUISITION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

International Media Acquisition Corp. (“IMAQ” or the “Company”) is a blank check company incorporated in Delaware on January 15, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region (excluding China) for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2023, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through December 31, 2023, related to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below, and identifying a target Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The Company had selected December 31 as its fiscal year end. On August 16, 2022, the board of directors of International Media Acquisition Corp. approved a change to the Company’s fiscal year end from December 31 to March 31, in accordance with the Company’s Bylaws.

As previously disclosed, the Company changed its fiscal year end from December 31 to March 31, effective for the fiscal year beginning April 1, 2022. The Company's first fiscal year began on April 1, 2022, and ended on March 31, 2023 ("Fiscal 2023"). The Company filed a Transition Report on Form 10-QT that included financial information for the Transition Period with the SEC on September 29, 2022. The Company's 2021 fiscal year began on January 1, 2021 and ended on December 31, 2021 ("Fiscal 2021"). There was no Fiscal 2022.

The registration statement filed in connection with the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 714,400 units (the “Private Units”), at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Content Creation Media LLC (the “Sponsor”), generating gross proceeds of $7,144,000, which is described in Note 4.

On August 6, 2021, in connection with the underwriters’ exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, the Company consummated the sale of an additional 3,000,000 Units, generating gross proceeds of $30,000,000.

Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of an additional 82,500 Private Units, at a price of$10.00 per Private Unit, in a private placement to the Sponsor, generating gross proceeds of $825,000.

Following the closing of the Initial Public Offering and the sale of the Private Units, a total of $230,000,000 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

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The Company will provide the holders (the “public stockholders”) of the shares of common stock included in the Units sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity(“ASC 480”).

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval and assuming a quorum is present at the meeting, the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the meeting are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the other holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares, their Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the other initial stockholders (as defined in Note 5) have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to their Founder Shares and Private Shares if the Company fails to complete (a Business Combination and (c) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor and the other initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below).

The Company initially had 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). On July 27, 2022, IMAQ held a special of stockholders (the “July 2022 Special Meeting”). As approved by its stockholders at the July 2022 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “July 2022 Charter Amendment”) which became effective upon filing. The July 2022 Charter Amendment changed the date by which IMAQ must consummate an initial business combination to allow the Company to extend two times for an additional three months each time, or from August 2, 2022 to February 2, 2023. On January 27, 2023, IMAQ held a special meeting of stockholders (the “January 2023 Special Meeting”). As approved by its stockholders at the January 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “January 2023 Charter Amendment”) which became effective upon filing. The January 2023 Charter Amendment changed the date by which IMAQ must consummate an initial business combination for an additional three (3) months, from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023.

On July 31, 2023, IMAQ held a special meeting of stockholders (the “July 2023 Special Meeting”). As approved by its stockholders at the July 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “July 2023 Charter Amendment”) which became effective upon filing. The July 2023 Charter Amendment changed the date by which IMAQ must consummate a business combination for twelve (12) additional one (1) month periods from August 2, 2023, to August 2, 2024 (i.e., for a total period of time ending 36 months from the consummation of its initial public offering.

On January 2, 2024, IMAQ held a special meeting of stockholders (the “January 2024 Special Meeting”). As approved by its stockholders at the January 2024 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Extension Charter Amendment”) which became effective upon filing. The Extension Charter Amendment extended the deadline by which IMAQ must consummate an initial business combination for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 (the “Amended Combination Period”) provided that, in connection with each one-month extension, a deposit of $20,000 is made into the Trust Account established in connection with the Company’s initial public offering. Stockholders also approved an amendment to the amended and restated certificate of incorporation (the “NTA Charter Amendment”) to expand the methods by which the Company may avoid being deemed a “penny stock” under the Rule 419 under the Securities Exchange Act of 1934, as amended.

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If the Company is unable to complete a Business Combination within the Amended Combination Period (as defined below), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining holders of common stock and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights and warrants, which will expire worthless if the Company fails to complete a Business Combination within the Amended Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Amended Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Stock Purchase Agreement

On October 22, 2022, the Company entered into a Stock Purchase Agreement (the “SPA”) with Risee Entertainment Holdings Private Limited, a company incorporated in India (“Risee”), and Reliance Entertainment Studios Private Limited, company incorporated in India (the “Target Company”). Pursuant to the terms of the SPA, a business combination between the Company and the Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Risee in a series of transactions (collectively, the “Stock Acquisition”). The aggregate purchase price for the shares of the Target Company under the SPA is $102,000,000, and in addition, the Company also agreed to make a primary investment into the Target Company in the amount of $38,000,000, which will be used solely for the purposes of repayment of inter-company loans aggregating to $38,000,000 as existing on the books of the Target Company at the initial closing of the Stock Acquisition.

Termination of Proposed Business Combination

As previously disclosed, on October 22, 2022, the Company entered into a SPA with Risee and the Target Company. Pursuant to Section 12.1(a) of the SPA, wherein in the event of the Initial Closing (as defined in the SPA) has not occurred by the Outside Closing Date (as defined in the SPA) either Risee or the Target Company or the Company has the right to terminate the SPA. Risee terminated the SPA with immediate effect, and the Target Company and the Company acknowledged and accepted the termination letter dated October 25, 2023 received by the Company on October 26, 2023, without any liability to any of the parties involved.

Securities Purchase Agreement

On November 10, 2023, the Company entered into a Securities Purchase Agreement with JC Unify Capital (Holdings) Limited, a BVI company (“JC Unify” or the “Buyer”), the Sponsor, and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), and as amended on January 31, 2024 (the “Securities Purchase Agreement”), pursuant to which the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents 76% of the total Company Securities (as defined in the Securities Purchase Agreement) owned by the Sponsor for an aggregate purchase price of $1.00.

On January 31, 2024, the Company entered into the First Amendment to the Securities Purchase Agreement (the “First Amendment”) with the Sponsor, Buyer and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other things, (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total company securities owned by the Sponsor, (ii) the Sellers shall deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of the SPAC, other than the officer and director(s) as mutually agreed, whose resignations shall be effective on the 10th day following the mailing to stockholders of a Schedule 14F or proxy statement pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors (iii) in connection with the issuance of a $1,300,000 promissory note by the Buyer to the Company, the SPAC shall issue (i) 100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan Capital Markets LLC (the “Chardan”), $50,000 shall be rebated via wire transfer from the Chardan to the Sponsor at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall purchase directors and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer or director of the SPAC prior to the signing of the SPA (“Initial Officers and Directors”) with coverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations.

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Extension Payment and Shares Redemption

Initially, the Company was required to complete its initial business combination transaction by August 2, 2022, which was 12 months from the closing of the Initial Public Offering (the “Combination Period”). On July 27, 2022, at a special meeting of the Company’s stockholders (the “Extension Meeting”), the stockholders approved a proposal to amend the Company’s investment management trust agreement, dated as of July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Combination Period two times for an additional three months each time, or from August 2, 2022 to February 2, 2023 by depositing into the Trust Account $350,000 for each three-month extension. In connection with the proposal, the Company’s public stockholders had the right to redeem their shares of common stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two days prior to such stockholder vote. Public stockholders holding 21,026,882 shares of the Company’s common stock (out of a total of 23,000,000 shares of common stock held by public stockholders) exercised their right to redeem such shares at a redemption price of approximately $10.03 per share. On August 7, 2023 public stockholders holding 63,395 shares of the Company’s common stock (out of a total of 1,973,118 shares of common stock held by public stockholders) exercised their right to redeem such shares at a redemption price of approximately $10.89 per share.

On July 26, 2022, the extension payment of $350,000 was deposited by the Sponsor into the Company’s Trust Account to extend the August 2, 2022, deadline to November 2, 2022.

On October 28, 2022, a second extension payment of $350,000 was deposited by the Sponsor into the Company’s Trust Account to extend the November 2, 2022, deadline to February 2, 2023.

On February 3, 2023, the third extension payment of $385,541 was deposited by the Sponsor into the Company’s Trust Account to extend the February 2, 2023, deadline to May 2, 2023.

On June 1, 2023, a fourth partial extension payment of $128,513 was deposited by the Sponsor into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

On June 23, 2023, fifth partial extension payment of $128,513 was deposited by the Company into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

On July 11, 2023, sixth partial extension payment of $128,513 was deposited by the Company into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

The Company has made the monthly deposit into the Trust Account of $128,513 for the monthly extension, from August 2, 2023 until January 2, 2024.

Liquidity and Going Concern

As of December 31, 2023, the Company had cash of $1,177 and a working capital deficit of $5,963,512. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with applicable securities laws, the Company may issue additional securities or incur debt in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Amended Combination Period (January 2, 2025), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Amended Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management is currently evaluating the impact of persistent inflation and rising interest rates, financial market instability, including recent bank failure, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the conflict in Ukraine and the surrounding region and the Israel-Hamas war, and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

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Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

As a result of the redemptions by the public stockholders in August 2023, the Company recorded $6,906 excise tax liability as of December 31, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended December 31, 2023 are not necessarily indicative of the results that may be expected through March 31, 2024 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

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Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,177 and $302 and none in cash equivalents as of December 31, 2023 and March 31, 2023, respectively.

Investments Held in Trust Account

As of December 31, 2023, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in the fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. In accordance with the guidance contained in ASC 815, the Public Warrants qualify for equity treatment. The Private Warrants do not qualify as equity and are recorded as a liability at fair value. Changes in the estimated fair value of the Private Warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Warrants (as defined in Note 4) was estimated using a Black-Scholes method (see Note 9).

Common Stock Subject to Possible Redemption

All of the 230,000,000 Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable Public Shares have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

As of December 31, 2023, the redeemable common stock reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(12,466,000	)
Proceeds allocated to Public Rights		(7,337,000	)
Issuance costs allocated to common stock		(13,850,689	)
Plus:
Remeasurement of carrying value to redemption value		33,653,689
Common stock subject to possible redemption, March 31, 2022		230,000,000
Plus:
Remeasurement of carrying value to redemption value		1,264,548
Less:
Redemption		(210,980,522	)
Common stock subject to possible redemption, March 31, 2023		20,284,026
Plus:
Remeasurement of carrying value to redemption value		249,996
Less:
Withdrawal for tax payment from trust account		(100,925	)
Common stock subject to possible redemption, June 30, 2023		20,433,097
Plus:
Remeasurement of carrying value to redemption value		275,850
Less:
Redemption		(690,615	)
Common stock subject to possible redemption, September 30, 2023		20,018,332
Plus:
Remeasurement of carrying value to redemption value		1,245,070
Common stock subject to possible redemption, December 31, 2023	$	21,263,402

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Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $15,242,385 as a result of the Initial Public Offering (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $2,592,385 of other offering costs). The Company recorded $13,850,689 of offering costs as a reduction of temporary equity in connection with the Public Shares. The Company recorded $1,386,770 as a reduction of permanent equity in connection with the Public Warrants, Public Rights, Private Shares and Private Rights. The Company immediately expensed $4,926 of offering costs in connection with the Private Warrants that were classified as liabilities.

Share-Based Payment Arrangements

The Company accounts for stock awards in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock.

Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

The Company’s effective tax rate was -14.52% and -5.29% for the three months ended December 31, 2023 and 2022, respectively, and -33.88% and -17.71% for the nine months ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the federal and state statutory rate of 21% and 9% for the period ended December 31, 2023 and 2022, due to the valuation allowance recorded on the Company’s net operating losses, changes in the fair value of warrant liability and state income taxes net of federal benefit.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through December 31, 2023.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and March 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share of Common Stock

Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,847,675 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events.

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The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):

Basic and diluted net loss per share
	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Basic and diluted net loss per share:
Numerators:
Net loss	$	(476,928	)	$	(524,827	)	$	(548,568	)	$	(1,048,123	)

Denominators:
Basic and diluted weighted average shares outstanding		8,456,623			8,688,795			8,485,669			17,443,109
Basic and diluted net income per share	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.06	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC 820, Fair Value Measurements (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for current assets and current liabilities are of approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 9 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

The registration statement filed in connection with the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company completed its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one share of common stock, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder to receive one-twentieth of one share of common stock at the closing of a Business Combination (see Note 8). Each Public Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share (see Note 7).

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NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 714,400 Private Units at a price of $10.00 per Private Unit ($7,144,000 in the aggregate). Each Private Unit consists of one share of common stock (“Private Share”), one right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the holder to receive one-twentieth of one share of common stock at the closing of a Business Combination (see Note 8). Each Private Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share (see Note 7).

The proceeds from the Private Units was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Amended Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will be worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Rights and Private Warrants.

Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of an additional 82,500 Private Units at a price of $10.00 per Private Unit in a private placement to the Sponsor, generating gross proceeds of $825,000.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

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

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

On July 7, 2021, the Sponsor entered into agreements with two independent directors of the Company to transfer 95,000 Founder Shares to each director, subject to and upon closing of the Company’s initial business combination. As such, under ASC 718, these shares are transferred subject to a performance condition and compensation expense will be recognized at the date of a business combination when earned.

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

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

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

On November 10, 2023, the Company entered into a Securities Purchase Agreement with Buyer, the Sponsor, and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), pursuant to which the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents 76% of the total Company Securities (as defined in the Securities Purchase Agreement) owned by the Sponsor for an aggregate purchase price of $1.00.

Promissory Notes - Related Party

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

On January 14, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Post-IPO Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $500,000 in two installments of (i) $300,000 during the month of March 2022, and (ii) $200,000 during the month of June 2022 at the Company’s discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.

On March 29, 2022, the Company amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow at its discretion under the note increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022. No other terms were amended pursuant to this amendment and restatement.

On August 10, 2022, the Company issued an unsecured promissory note to the Sponsor (the “August 2022 Promissory Note”), pursuant to which the Company may borrow up to an aggregate of $895,000 in three installments of (i) up to $195,000 no later than July 31, 2022, (ii) up to $500,000 no later than October 31, 2022, and (iii) up to $200,000 no later than January 31, 2023, at the Company’s discretion. The August 2022 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.

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

On February 14, 2023, the Company issued an unsecured promissory note to the Sponsor (the “February 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate amount of up to $500,000 in four installments of (i) up to $150,000 no later than February 28, 2023, (ii) up to $200,000 no later than March 31, 2023, (iii) up to $50,000 no later than April 30, 2023, and (iv) up to $100,000 no later than July 31, 2023, upon the request by the Company at the Company’s discretion. The February 2023 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.

As of December 31, 2023 and March 31, 2023, $2,445,000 and $2,125,541 were outstanding, respectively, under all the promissory notes.

Due to Related Party

The Company received additional funds from the Sponsor to finance term extension fees. As of December 31, 2023 and March 31, 2023, the amount due to related party was $649,913 and $0, respectively.

The Company also received funds from JC Unify, as part of the Securities Purchase Agreement, for working capital purposes. As of December 31, 2023 and March 31, 2023, loan from JC Unify was $573,673 and $0, respectively.

Loan Transfer Agreement

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

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

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Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor up to a total of $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or liquidation, the Company will cease paying these monthly fees. In April 2023 the agreement was terminated and the amount due was waived. As of December 31, 2023 and March 31, 2023, the amount outstanding under this agreement is $0 and $200,000, respectively. Since then, no further payment has accrued or paid under this agreement.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units.

As of December 31, 2023 and March 31, 2023, the Company had no borrowings under the related party loans.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights Agreement

Pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering, the holders of the Founder Shares, the Private Units and any units that may be issued upon conversion of Working Capital Loans or extension loans (and any securities underlying the Private Units or units issued upon conversion of the Working Capital Loans or extension loans) are entitled to certain registration rights. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Underwriting Agreement

On July 28, 2021, in connection with the Initial Public Offering, the Company entered into an underwriting agreement with Chardan Capital Markets, LLC, as representative of the underwriters named therein.

Pursuant to the underwriting agreement, the underwriters were paid a cash underwriting discount of $0.20 per Unit sold in the Initial Public Offering, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per Unit sold in the Initial Public Offering, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any Service Fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.

Right of First Refusal

Subject to certain conditions, the Company has granted Chardan Capital Markets, LLC, for a period of 18 months after the date of the consummation of its Business Combination, a right of first refusal to act as book-running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)I(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Company’s Initial Public Offering.

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Chief Financial Officer Agreement

On February 8, 2021, the Company entered into an agreement with Vishwas Joshi to act as Chief Financial Officer of the Company for a period of twenty-four months from the date of listing of the Company on NASDAQ. The Company agreed to pay Mr. Joshi up to $400,000, subject to the Company successfully completing a Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company has agreed to pay Mr. Joshi $40,000. On July 21, 2023, the Company extended the tenure of the agreement from July 27, 2023 to September 30, 2023 with no further extension. The Company accrued $40,000 service fees as of September 30, 2023. On November 9, 2023, the Company entered into an agreement with Mr. Joshi, whereby Mr. Joshi agreed to receive 36,000 shares of common stock of the post-Business Combination company in full and final satisfaction of all obligations owed to Mr. Joshi by the Company. The payment will be made concurrently with the closing of the Business Combination. The Company accrued $360,000 service fees as of December 31, 2023.

Management Consulting Agreement

On May 5, 2021, the Company engaged Ontogeny Capital LTD (“Ontogeny”) (the “Ontogeny Consulting Agreement”) to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support and business plans for the Company. The Company paid Ontogeny $40,000 at the time of signing the engagement agreement and $35,000 upon the initial confidential filing of the Company’s registration statement. The Company paid Ontogeny an aggregate of $1,650,000 upon the closing of the Initial Public Offering and exercise of the underwriters’ over-allotment option. In addition, upon the consummation of the Company’s initial Business Combination, the Company has agreed to pay Ontogeny $2,875,000 for certain management consulting and corporate advisory services.

On February 14, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny and the Company mutually agreed to termination the Ontogeny PIPE Agreement and release each other from any and all responsibilities and obligations relating to the Ontogeny PIPE Agreement. Since termination, no further payment accrued or paid under the Ontogeny PIPE Agreement.

On November 10, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common stock of the post-Business Combination company in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of all obligations owed to Ontogeny by the Company. The payment will be made concurrently with the closing of the Business Combination.

Consulting Agreements

On September 17, 2021, the Company entered into a consulting agreement, effective as of September 1, 2021, with F. Jacob Cherian, pursuant to which the Company engaged Mr. Cherian to provide financial advisory services to the Company for a period of 12 months. In consideration for his services, the Company agreed to pay Mr. Cherian a monthly consulting fee of $12,000 per month. The engagement ended in April 2022 and since no further payment accrued or paid under this agreement.

On October 29, 2021, the Company entered into a letter of engagement and terms of business with Sterling Media Ltd (“Sterling Media”) (the “Sterling Agreement”), pursuant to which the Company engaged Sterling Media to provide strategic media coverage for the Company. In consideration of the services Sterling Media provides to the Company, the Company agreed to pay Sterling Media a total fee of $28,250. On November 7, 2023, the Company entered into an agreement with Sterling Media, whereby Sterling Media agreed to receive GBP6,000 in accordance with the Sterling Agreement, as full and final satisfaction of all obligations owed to Sterling Media by the Company. Upon receipt of the payment, all payment obligations of the Company to Sterling Media were cancelled and terminated and there is no further amount due under the Sterling Agreement. Service fees of $12,145 were accrued as of December 31, 2023.

On October 29, 2021, the Company also entered into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal to provide strategy, management and financial advisory services to the Company, as specified in the consulting agreement, commencing on October 29, 2021, and ending on October 28, 2022 (the “Term of Consulting Agreement”). On January 28, 2023, the Company extended the existing agreement to April 24, 2023. On April 24, 2023 the Company further extended the agreement to September 30, 2023. The agreement was extended in consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided in the consulting agreement. In addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred at the request of the Company. On November 9, 2023, the Company entered into an agreement with Ms. Agarwal, whereby Ms. Agarwal agreed receive 12,825 shares of common stock of the post-Business Combination company in accordance with the Consulting Agreement, in full and final satisfaction of all and any service fees owed to Ms. Agarwal by the Company. The payment will be made concurrently with the closing of the Business Combination. As of December 31, 2023, the Company accrued $162,000 consulting fees.

On January 12, 2022, the Company entered a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide capital markets advisory services commencing from January 12, 2022 and ending on the close of a potential placement related to the Company’s initial business combination. In consideration for the services Chardan will provide to the Company, the Company agreed to pay Chardan a total fee of 5% of the aggregate sales price of securities sold in the financing transaction plus reimbursement of out-of-pocket expenses capped at $25,000.

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On January 12, 2022, the Company also entered into a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide merger and acquisition advisory services commencing from January 12, 2022 and ending on close of the Company’s initial business combination. In consideration for the services Chardan provides to the Company, the Company agreed to pay Chardan a total fee equal to: (i) if the Company enters into a business combination involving a party other than a target introduced by Chardan, one-half of one percent (0.5%) of the aggregate value of the business combination; and (ii) if we consummate a business combination with a target introduced by Chardan, three percent (3%) of the first $100 million aggregate value of the target, two percent (2.0%) of the aggregate value of the target greater than $100 million but less than $200 million, and one percent (1.0%) of the aggregate value of the target greater than $200 million but less than $300 million, paid at the close of the business combination plus reimbursement of out-of-pocket expenses capped at $25,000.

On March 18, 2022, the Company entered into an engagement letter with Ontogeny Capital (the “Ontogeny PIPE Agreement”) relating to corporate advisory & management consultancy services for the purpose of raising capital in form of private investment in public equity (“PIPE”) financing. Ontogeny Capital will receive a contingent fee equal to 5% of the gross proceeds of securities sold in the PIPE up to $75 million in gross proceeds and 5.5% of the gross proceeds of securities sold in the PIPE from $75 million up to $150 million in gross proceeds. The Ontogeny PIPE Agreement also provides for an additional incremental discretionary fee of 0.5% of gross proceeds if the gross proceeds of securities sold in a PIPE are above $150 million. The agreement was terminated on February 14, 2023.

On June 9, 2022, the Company entered into a letter of engagement with ADAS Capital Partners and Lone Cypress Holdings (“ADAS”), pursuant to which we engaged ADAS to provide Company with introduction to investors residing in geographies outside of United States of America, assist in negotiations with introduced parties, assist with closing with introduced parties, assets with getting certain capital back from certain individuals and any other services deemed appropriate. In consideration for the services ADAS will provide to the Company, the Company agreed to pay ADAS a total fee of $25,000. The engagement ended on June 22, 2023.

On June 24, 2022, the Company entered into a letter of engagement with Morrow Sodali (“Morrow”) (the “Morrow Agreement”), pursuant to which Morrow was engaged as Solicitation Agent for shareholders in connection with Company’s Special Meeting (Extension Meeting) held during third or fourth quarter of 2022 or such other time as determined by the Company (the “Business Combination Meeting”) pursuant to the terms of the final Proxy Statement to be filed with the SEC. The Company agreed to pay Morrow a total estimated fee of $25,000. On November 7, 2023, the Company entered into an agreement with Morrow, whereby Morrow agreed to receive $9,630 in accordance with the Morrow Agreement, as full and final satisfaction of all obligations owed to Morrow by the Company, which was $23,147 as of December 31, 2023.

On June 28, 2022, the Company entered into a letter of engagement with Baker Tilly DHC Business Private Limited (“Baker”), pursuant to which the Company engaged Baker to provide Purchase Price Allocation (PPA) study in accordance with the extant provision of US GAAP ASC 805. In consideration for the services, the Company agreed to pay Baker a total estimated fee of $24,000.

On July 7, 2022, the Company entered into a letter of engagement with Baker Tilly DHC Business Private Limited (“Baker”), pursuant to which we engaged Baker to provide Valuation of Intellectual Properties. In consideration for the services, the Company agreed to pay Baker a total estimated fee of $10,000.

On July 20, 2022, the Company entered into a letter of engagement with Houlihan Capital (the “Houlihan Capital Agreement”), pursuant to which we engaged Houlihan to render a written opinion (“Opinion”), whether or not favorable, to the Board of Directors of the Company as to whether, as of the date of such Opinion, that the consideration to be issued or paid in the Transaction is fair from a financial point of view to the stockholders of the Company. In consideration for the services, the Company agreed to pay Houlihan a total estimated fee of $150,000. On November 7, 2023, the Company entered into an agreement with Houlihan Capital, whereby Houlihan Capital agreed to receive $13,675 in accordance with the Houlihan Capital Agreement, as full and final satisfaction of all obligations owed to Houlihan Capital by the Company. As of December 31, 2023, $53,675 was outstanding and accrued.

On September 13, 2022, the Company entered into a letter of engagement with FNK IR (the “FNK IR Agreement”), pursuant to which the Company engaged FNK to act as integrated investor and media relations partner on behalf of the Company. In consideration for the services FNK will provide to us, we agreed to pay FNK a monthly fee of $8,000 per month. The engagement was terminated in February 2023.

On November 14, 2023, the Company entered into an agreement with Loeb & Loeb LLP (“Loeb”), whereby Loeb agreed to accept a reduced amount of $300,000, of which $150,000 shall be deferred until the closing of the business combination in full and final satisfaction of all obligations owed to Loeb by the Company. As of December 31, 2023, a total amount of $329,503 (including $29,503 other legal fees) was outstanding and accrued.

Fee disputes

The Company is subject to a dispute regarding the pending fee of $38,000 with Marcum LLP in the ordinary course of business. The results of such dispute cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

NOTE 7. WARRANTS

As of December 31, 2023, there were 23,000,000 Public Warrants and 796,900 Private Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration the Securities Act.

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No Public Warrants will be exercisable and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the shares of common stock are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

	·	at any time while the warrants are exercisable;
	·	upon not less than 30 days’ prior written notice of redemption to each warrant holder;
	·	if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and
	·	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the volume weighted average trading price of our common stock for the 20 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors, including the price of the Company’s shares of common stock at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share (with such issue price or effective issue price to be determined in good faith by the board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price.

The Private Units are identical to the Units sold in the Initial Public Offering, except the Private Units and their component securities will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Additionally, Private Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

The Company accounts for the 23,796,900 warrants issued in connection with the Initial Public Offering and exercise of the underwriters’ over-allotment option (including 23,000,000 Public Warrants and 796,900 Private Warrants) in accordance with the guidance contained in ASC 815-40. The Public Warrants qualify for equity treatment under ASC 815-40. Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment thereunder, each Private Warrant must be recorded as a liability at fair value.

The accounting treatment for derivative financial instruments requires that the Company record the Private Warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering and subsequently at the end of each reporting period. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

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NOTE 8. STOCKHOLDERS' DEFICIT

Preferred stock— The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and March 31, 2023, there were no shares of preferred stock issued or outstanding.

Common stock— The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2023 and March 31, 2023, there were 6,546,900 shares of common stock issued and outstanding (excluding 1,909,723 and 1,973,118 shares of common stock subject to possible redemption, as of December 2023 and March 31, 2023, respectively).

Rights— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-twentieth (1/20) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share underlying each right upon consummation of the Business Combination.

The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Delaware law. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Amended Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Amount at Fair Value		Level 1		Level 2		Level 3
December 31, 2023
Assets
Investments held in Trust Account:
Money Market investments	$	22,027,582	$	22,027,582	$	-	$	-
Liabilities
Warrant liability - Private Warrants	$	28,688	$	-	$	-	$	28,688

The Company utilizes the Black-Scholes method to value the Private Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the Private Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

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The following table provides the significant inputs to the Black-Scholes method for the fair value of the Private Warrants:

	As of August 2021 (Initial			As of December 31,			As of December 31,
	Measurement)			2023			2022
Unit price	$	10.00		$	10.00		$	10.00
Common stock price	$	9.44		$	11.32		$	10.20
Dividend yield	-%			-%			-%
Term to Business Combination (years)		1.00			0.00			0.25
Volatility		16.0	%		3.51	%		0.00	%
Risk-free rate		0.88	%		3.84	%		3.95	%
Fair value	$	0.58		$	0.036		$	0.03

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

Fair value as of January 15, 2021 (inception)	$	-
Initial measurement as of August 2, 2021		414,352
Additional warrants issued in over-allotment		47,850
Fair value as of August 2, 2021		462,202
Change in valuation inputs or other assumptions		(438,295	)
Fair value as of September 30, 2022		23,907
Change in valuation inputs or other assumptions		-
Fair value as of March 31, 2023	$	23,907
Change in valuation inputs or other assumptions		(7,969	)
Fair value as of September 30, 2023	$	15,938
Change in valuation inputs or other assumptions		12,750
Fair value as of December 31, 2023	$	28,688

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the period from April 01, 2023, through December 31, 2023.

The Company recognized a loss in the accompanying unaudited Statements of Operations of $4,781 related to a change in fair value of warrant liability for the period from April 01, 2023, through December 31, 2023.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the unaudited financial statements.

First Amendment to Securities Purchase Agreement

As previously disclosed, on November 10, 2023, the Company entered into the Securities Purchase Agreement with the Buyer, and the Sellers, pursuant to which (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 597,675 private placement units of the Company, which represents 75% of the total Company Securities owned by the Sponsor for an aggregate purchase price of $1.00, (ii) the closing of the transactions contemplated by the Securities Purchase Agreement (the “Closing”) shall take place as soon as practicable after signing of the Securities Purchase Agreement, on such time and date as may be mutually agreed by the Buyer and the Sellers, subject to satisfaction of the conditions set forth in the Securities Purchase Agreement.

On January 31, 2024, the Company entered into the First Amendment to the Securities Purchase Agreement (the “First Amendment”) with the Sponsor, Buyer and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other things, (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total company securities owned by the Sponsor, (ii) the Sellers shall deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of the SPAC, other than the officer and director(s) as mutually agreed, whose resignations shall be effective on the 10th day following the mailing to stockholders of a Schedule 14F or proxy statement pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors (the “Schedule 14F Change in Control Date”) (iii) in connection with the issuance of a $1,300,000 promissory note by the Buyer to the Company, the SPAC shall issue (i) 100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan, $50,000 shall be rebated via wire transfer from the Chardan to the Sponsor at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall purchase directors and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer or director of the SPAC prior to the signing of the SPA (“Initial Officers and Directors”) with coverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations.

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Issuance of Unsecured January 2024 Promissory Note

On January 31, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the “January 2024 Promissory Note”) to the Buyer. Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 new units at the closing of the Business Combination, which shall be identical in all respects to the private placement units issued at the Company’s initial public offering (the “New Units”), and (b) 847,675 shares of Common Stock of the Company (the “Additional Securities”) of which (i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.

Annual General Meeting

On February 13, 2024, the Company held its annual general meeting of shareholders (the “AGM”). At the AGM, Sanjay Wadhwa and Shibasish Sarkar were appointed as Class I directors with a term expiring at the Company’s annual general meeting to be held in 2025; Claudius Tsang and Yu-Ping Edward Tsai were appointed as Class II directors with a term expiring at the Company’s annual meeting to be held in 2026; and Daung-Yen Lu, Yao Chin Chen, and Chih Young Hung were appointed as Class III directors with a term expiring at the Company’s annual meeting to be held in 2027.

Issuance of Unsecured Promissory Note B

On February 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $530,000 (the “Promissory Note B”) to JC Unify Capital (Holdings) Limited. Pursuant to Promissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to $530,000. The Promissory Note B shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note B is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus at the price of $10.00 per unit, at the option of the Buyer. The Promissory Note B does not bear interest. The proceeds of Promissory Note B will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.

Issuance of Unsecured Promissory Note C

On February 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $470,000 (the “Promissory Note C”) to JC Unify Capital (Holdings) Limited. Pursuant to Promissory Note C, the Buyer agreed to loan to the Company an aggregate amount of up to $470,000. The Promissory Note C shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note C is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The Promissory Note C does not bear interest. The proceeds of the Note will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.

Extension Payments

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

On February 1, 2024, the Company made a deposit of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from February 2, 2024 to March 2, 2024.

On March 6, 2024, the Company made a deposit of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from March 2, 2024 to April 2, 2024.

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

On April 29, 2024, the Company made a deposit of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from May 2, 2024 to June 2, 2024

On May 28, 2024, the Company made a deposit of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from June 2, 2024 to July 2, 2024.

Franchise Tax

On January 12, 2024, the Company withdrew approximately $223,743 from the Trust account to pay for franchise taxes. On January 25, 2024 and March 6, 2024, $110,917 and $219,302 franchise taxes were paid, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to International Media Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Content Creation Media LLC The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on January 15, 2021, in Delaware and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) and the private placement of the Private Units (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection with an initial business combination:

	·	may significantly dilute the equity interest of our investors who would not have pre-emption rights in respect of any such issuance;

	·	may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock;

	·	could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

	·	may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

	·	may adversely affect prevailing market prices for our common stock, rights and/or warrants.

	Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:

	·	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

	·	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	·	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

	·	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

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	·	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

	·	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

	·	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

	·	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

	·	other purposes and other disadvantages compared to our competitors who have less debt.

We expect to continue to incur significant costs in the pursuit of our initial business combination plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Recent Developments

Termination of Proposed Business Combination

As previously disclosed, on October 22, 2022, International Media Acquisition Corp. (“IMAQ”) entered into a SPA with Risee, and Reliance Entertainment Studios Private Limited, company incorporated in India (the “Target Company’’). Pursuant to the terms of the SPA, a business combination between IMAQ and the Target Company was to be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Risee in a series of transactions (collectively, the “Stock Acquisition’’). Pursuant to Section 12.1(a) of the SPA, wherein in the event of the Initial Closing (as defined in the SPA) has not occurred by the Outside Closing Date (as defined in the SPA) either Risee or the Target Company or IMAQ has the right to terminate the SPA. Risee has terminated the SPA with immediate effect, and the Target Company & IMAQ have acknowledged and accepted the termination letter dated October 25, 2023 received by IMAQ on October 26, 2023, without any liability to any of the parties involved.

Securities Purchase Agreement

On November 16, 2023, the Company entered into the Securities Purchase Agreement with the Buyer, the Sponsor, and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), pursuant to which (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 597,675 private placement units of the Company, which represents 75% of the total company securities owned by the Sponsor for an aggregate purchase price of $1.00 (the “Closing Cash Purchase Price”), (ii) the Closing shall take place as soon as practicable after signing of the Securities Purchase Agreement, on such time and date as may be mutually agreed by the Buyer and the Sellers, subject to satisfaction of the conditions set forth in the Securities Purchase Agreement.

First Amendment to Securities Purchase Agreement

On January 31, 2024, the Company entered into the First Amendment to the Securities Purchase Agreement (the “First Amendment”) with the Sponsor, Buyer and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other things, (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total company securities owned by the Sponsor, (ii) the Sellers shall deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of the SPAC, other than the officer and director(s) as mutually agreed, whose resignations shall be effective on the 10^th day following the mailing to stockholders of a Schedule 14F or proxy statement pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors (iii) in connection with the issuance of a $1,300,000 promissory note by the Buyer to the Company, the SPAC shall issue (i) 100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan, $50,000 shall be rebated via wire transfer from the Chardan to the Sponsor at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall purchase directors and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer or director of the SPAC prior to the signing of the SPA (“Initial Officers and Directors”) with coverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations.

January 2024 Special Meeting

On January 2, 2024, IMAQ held a special meeting of stockholders (the “January 2024 Special Meeting”). As approved by its stockholders at the January 2024 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Extension Charter Amendment”) which became effective upon filing. The Extension Charter Amendment extended the deadline by which IMAQ must consummate an initial business combination for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 provided that, in connection with each one-month extension, a deposit of $20,000 is made into the Trust Account established in connection with the Company’s initial public offering. Stockholders also approved the NTA Charter Amendment to expand the methods by which the Company may avoid being deemed a “penny stock” under the Rule 419 under the Securities Exchange Act of 1934, as amended.

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Issuance of Unsecured January 2024 Promissory Note

On January 31, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the “January 2024 Promissory Note”) to the Buyer. Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement units as described in the prospectus dated July 28, 2021 (Registration NO. 333-255106) (the “Prospectus”), at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 new units at the closing of the Business Combination, which shall be identical in all respects to the private placement units issued at the Company’s initial public offering (the “New Units”), and (b) 847,675 shares of Common Stock of the Company (the “Additional Securities”) of which (i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.

Annual General Meeting

Issuance of Unsecured Promissory Note B

On February 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $530,000 (the “Promissory Note B”) to JC Unify Capital (Holdings) Limited. Pursuant to Promissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to $530,000. The Promissory Note B shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note B is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The Promissory Note B does not bear interest. The proceeds of Promissory Note B will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.

Issuance of Unsecured Promissory Note C

Extension Payments

On May 28, 2024, the Company made a deposit of $20,000 (the “Extension Payment”) to the trust account to extend the period of time the Company has to consummate an initial business combination from June 2, 2024 to July 2, 2024.

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Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from January 15, 2021 (inception), through December 31, 2023, were organizational activities, after IPO related to identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended December 31, 2023, we had net loss of $476,928, which consisted of interest income on investments held in the trust account of $286,712, offset by operating costs of $731,550, income tax provision of $19,340 and change in warrant liability of ($12,750). For the three months ended December 31, 2022, we had net loss of $524,827, which resulted from franchise tax and income tax expense of $116,084, formation and operating costs of $592,277 and was offset by interest and dividend income on investments held in the trust account of $183,534.

For the nine months ended December 31, 2023, we had net loss of $548,568, which consisted of interest income on investments held in the trust account of $812,558, offset by operating costs of $1,217,531, income tax provision of $138,814 and change in warrant liability of ($4,781). For the nine months ended December 31, 2022, we had net loss of $ $1,048,123, which consists of interest income on investments held in the trust account of $862,210, which offset by operating costs of $1,872,212, and change in warrant liability of $119,535.

Liquidity and Capital Resources

On August 2, 2021, we consummated the Initial Public Offering of 20,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one share of common stock (“Public Share”), one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder to receive one-twentieth of one share of common stock at the closing of our initial business combination. Each Public Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share.

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 714,400 units (the “Private Units”), at a price of $10.00 per Private Unit ($7,144,000 in the aggregate). Each Private Unit consists of one share of common stock (“Private Share”), one right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the holder to receive one-twentieth of one share of common stock at the closing of our initial business combination. Each Private Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $11.50 per whole share.

The proceeds from the Private Units were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If we do not complete our initial business combination within 12 months (or up to 18 months if our time to complete a business combination is extended), the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will be worthless. There will be no redemption rights or liquidating distributions from the trust account with respect to the rights and warrants included in the Private Units.

On August 6, 2021, in connection with the underwriters’ exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, we consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $30,000,000.

Simultaneously with the closing of the exercise of the over-allotment option, we consummated the sale of an additional 82,500 Private Units, at a price of $10.00 per Private Unit, in a private placement to our Sponsor, generating gross proceeds of $825,000.

We intend to use substantially all of the net proceeds of the Initial Public Offering and the private placement, including the funds held in the trust account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting commissions payable to the underwriters in an amount equal to 3.5% ($8,050,000) of the total gross proceeds raised in the Initial Public Offering upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to affect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

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In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 2, 2023, to consummate a Business Combination.

On July 27, 2022, IMAQ held a special of stockholders (the “July 2022 Special Meeting”). As approved by its stockholders at the July 2022 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “July 2022 Charter Amendment”) which became effective upon filing. The July 2022 Charter Amendment changed the date by which IMAQ must consummate an initial business combination to allow the Company to extend two times for an additional three months each time, or from August 2, 2022 to February 2, 2023.

On July 26, 2022, the extension payment of $350,000 was deposited by the Sponsor into the Company’s Trust Account to extend the August 2, 2022, deadline to November 2, 2022.

On October 28, 2022, a second extension payment of $350,000 was deposited by the Sponsor into the Company’s Trust Account to extend the November 2, 2022, deadline to February 2, 2023.

On January 27, 2023, IMAQ held a special meeting of stockholders (the “January 2023 Special Meeting”). As approved by its stockholders at the January 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “January 2023 Charter Amendment”) which became effective upon filing. The January 2023 Charter Amendment changed the date by which IMAQ must consummate an initial business combination for an additional three (3) months, from February 2, 2023 to May 2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023.

On February 3, 2023, the third extension payment of $385,541 was deposited by the Sponsor into the Company’s Trust Account to extend the February 2, 2023, deadline to May 2, 2023.

On June 1, 2023, a fourth partial extension payment of $128,513 was deposited by the Sponsor into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

On June 23, 2023, fifth partial extension payment of $128,513 was deposited by the Sponsor into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

On July 11, 2023, sixth partial extension payment of $128,513 was deposited by the Sponsor into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

The Sponsor has made the monthly deposit into the Trust Account of $128,513 for the monthly extension, from August 2, 2023 until January 2, 2023.

On January 2, 2024, IMAQ held a special meeting of stockholders (the “January 2024 Special Meeting”). As approved by its stockholders at the January 2024 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Extension Charter Amendment”) which became effective upon filing. The Extension Charter Amendment extended the deadline by which IMAQ must consummate an initial business combination (the “Amended Combination Period”) for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 provided that, in connection with each one-month extension, a deposit of $20,000 is made into the Trust Account established in connection with the Company’s initial public offering. Stockholders also approved the NTA Charter Amendment to expand the methods by which the Company may avoid being deemed a “penny stock” under the Rule 419 under the Securities Exchange Act of 1934, as amended.

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In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Amended Combination Period (January 2, 2025), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Amended Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2023.

Contractual Obligations

Promissory Notes - Related Party

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

On January 14, 2022, we issued an unsecured promissory note to the Sponsor (the “Post-IPO Promissory Note”), pursuant to which we could borrow up to an aggregate of $500,000 in two installments of (i) up to $300,000 during the month of March 2022, and (ii) up to $200,000 during the month of June 2022 at our discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date on which we consummate an initial business combination.

On March 29, 2022, we amended and restated the Post-IPO Promissory Note, such that the aggregate amount we can borrow at our discretion under the note increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022. No other terms were amended pursuant to this amendment and restatement.

On August 10, 2022, the Company issued an unsecured promissory note to the Sponsor (the “August 2022 Promissory Note”), pursuant to which the Company may borrow up to an aggregate of $895,000 in three installments of (i) up to $195,000 no later than July 31, 2022, (ii) up to $500,000 no later than October 31, 2022, and (iii) up to $200,000 no later than January 31, 2023 at the Company’s discretion. The August 2022 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates an initial Business Combination.

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As of December 31, 2023 and March 31, 2023, $2,445,000 and $2,125,541were outstanding, respectively, under all the promissory notes.

On January 31, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the “January 2024 Promissory Note”) to the Buyer. Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement units as described in the prospectus dated July 28, 2021 (Registration NO. 333-255106) (the “Prospectus”), at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 new units at the closing of the Business Combination, which shall be identical in all respects to the private placement units issued at the Company’s initial public offering (the “New Units”), and (b) 847,675 shares of Common Stock of the Company (the “Additional Securities”) of which (i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.

On February 27, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $530,000 (the “Promissory Note B”) to JC Unify Capital (Holdings) Limited. Pursuant to Promissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to $530,000. The Promissory Note B shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note B is convertible into units having the same terms and conditions as the private placement units as described in the prospectus dated July 28, 2021 (Registration NO. 333-255106) (the “Prospectus”), at the price of $10.00 per unit, at the option of the Buyer. The Promissory Note B does not bear interest. The proceeds of Promissory Note B will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.

Due to Related Party

The Company received additional funds from the Sponsor to finance term extension fees. As of December 31, 2023 and March 31, 2023, the amount due to related party was $649,913 and $0, respectively.

Loan Transfer Agreement

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

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The proceeds of the Loan were used by the Company to fund amounts deposited into the Company’s trust account in connection with each extension.

Underwriting Agreement

On July 28, 2021, in connection with the Initial Public Offering, we entered into an underwriting agreement with Chardan Capital Markets, LLC, as representative of the underwriters named therein.

Pursuant to the underwriting agreement, the underwriters were paid a cash underwriting discount of $0.20 per Unit sold in the Initial Public Offering, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per Unit sold in the Initial Public Offering, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.

On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any Service Fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.

Right of First Refusal

Subject to certain conditions, we granted Chardan, the representative of the underwriters in the Initial Public Offering, for a period of 18 months after the date of the consummation of our business combination, a right of first refusal to act as book-running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Initial Public Offering.

Chief Financial Officer Agreement

On February 8, 2021, the Company entered into an agreement with Vishwas Joshi to act as Chief Financial Officer of the Company for a period of twenty-four months from the date of listing of the Company on NASDAQ. The Company has agreed to pay Mr. Joshi up to $400,000, subject to the Company successfully completing a Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company has agreed to pay Mr. Joshi $40,000. The expense accrued under this agreement is $40,000 as of September 30, 2023. On July 21, 2023, the Company extended the tenure of the agreement from July 27, 2023, to September 30, 2023 with no further extension. On November 9, 2023, the Company entered into an agreement with Mr. Joshi, whereby Mr. Joshi agreed to receive 36,000 shares of common stock of the post-Business Combination company in full and final satisfaction of all obligations owed to Mr. Joshi by the Company. The payment will be made concurrently with the closing of the Business Combination. The Company accrued $360,000 service fees as of December 31, 2023.

Consulting Agreements

On May 5, 2021, we engaged Ontogeny Capital LTD (“Ontogeny”) (the “Ontogeny Consulting Agreement”) to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support and business plans for us. We paid Ontogeny $40,000 at the time of signing the engagement agreement and $35,000 upon the filing of the registration statement relating to the Initial Public Offering. We paid Ontogeny an aggregate of $1,650,000 upon the closing of the Initial Public Offering and exercise of the underwriters’ over-allotment option. In addition, upon the consummation of our initial business combination, we have agreed to pay Ontogeny $2,875,000 for certain management consulting and corporate advisory services.

On September 17, 2021, we entered into a consulting agreement, effective as of September 1, 2021, with F. Jacob Cherian, pursuant to which we engaged Mr. Cherian to provide financial advisory services to us for a period of 12 months. In consideration for his services, we agreed to pay Mr. Cherian a monthly consulting fee of $12,000 per month. The engagement ended in April 2022 and since no further payment accrued or paid under this agreement.

On October 29, 2021, we entered into a letter of engagement and terms of business with Sterling Media Ltd (“Sterling Media”) (the “Sterling Agreement”), pursuant to which we engaged Sterling Media to provide strategic media coverage for us commencing on October 29, 2021 and ending on June 30, 2022 (the “Term of Engagement Letter”). In consideration for the services Sterling Media provides to us, we agreed to pay Sterling Media a total fee of £20,000 during the Term of Engagement Letter in accordance with the terms of the Sterling Agreement. An additional mutually agreed financial fee may be awarded to Sterling Media for deals secured by Sterling Media that may result in clearly significant brand enhancement and/or potential future income for us. On November 7, 2023, the Company entered into an agreement with Sterling Media, whereby Sterling Media agreed to receive GBP 6,000 in accordance with the Sterling Agreement, as full and final satisfaction of all obligations owed to Sterling Media by the Company. Upon receipt of the payment, all payment obligations of the Company to Sterling Media will be cancelled and terminated.

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On October 29, 2021, the Company also entered into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal to provide strategy, management and financial advisory services to the Company, as specified in the consulting agreement, commencing on October 29, 2021, and ending on October 28, 2022 (the “Term of Consulting Agreement”). On January 28, 2023, the Company extended the existing agreement till April 24, 2023. On April 24, 2023 the Company further extended the agreement to September 30, 2023. The agreement was extended in consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided in the consulting agreement. In addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred at the request of the Company. Expense accrued in the Company’s unaudited Statement of Operations as of December 31, 2023 under this agreement was $162,000.

On January 12, 2022, we entered into a letter of engagement with Chardan Capital Markets, LLC (“Chardan”), pursuant to which we engaged Chardan to provide capital markets advisory services commencing from January 12, 2022 and ending on the close of a potential placement related to our initial business combination. In consideration for the services Chardan will provide to us, we agreed to pay Chardan a total fee of 5% of the aggregate sales price of securities sold in the financing transaction plus reimbursement of out-of-pocket expenses capped at $25,000.

On January 12, 2022, we also entered into a letter of engagement with Chardan, pursuant to which we engaged Chardan to provide merger and acquisition advisory services commencing from January 12, 2022 and ending on close of our initial business combination. In consideration for the services Chardan provides to us, we agreed to pay Chardan a total fee equal to: (i) if we enter into a business combination involving a party other than a target introduced by Chardan, one-half of one percent (0.5%) of the aggregate value of the business combination; and (ii) if we consummate a business combination with a target introduced by Chardan, three percent (3%) of the first $100 million aggregate value of the target, two percent (2.0%) of the aggregate value of the target greater than $100 million but less than $200 million, and one percent (1.0%) of the aggregate value of the target greater than $200 million but less than $300 million, paid at the close of the business combination plus reimbursement of out-of-pocket expenses capped at $25,000. On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any Service Fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.

On March 18, 2022, we entered into an engagement letter with Ontogeny (the “Ontogeny PIPE Agreement”) relating to corporate advisory & management consultancy services for the purpose of raising capital in form of a private investment in public equity (“PIPE”) financing. Ontogeny Capital will receive a contingent fee equal to 5% of the gross proceeds of securities sold in the PIPE up to $75 million in gross proceeds and 5.5% of the gross proceeds of securities sold in the PIPE from $75 million up to $150 million in gross proceeds. The Ontogeny PIPE Agreement also provides for an additional incremental discretionary fee of 0.5% of gross proceeds if the gross proceeds of securities sold in a PIPE are above $150 million. On February 14, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny and the Company mutually agreed to termination the Ontogeny PIPE Agreement and release each other from any and all responsibilities and obligations relating to the Ontogeny PIPE Agreement. Since termination, no further payment accrued or paid under the Ontogeny PIPE Agreement.

On June 9, 2022, we entered into a letter of engagement with ADAS Capital Partners and Lone Cypress Holdings (“ADAS”), pursuant to which we engaged ADAS to provide Company with introduction to investors residing in geographies outside of United States of America, assist in negotiations with introduced parties, assist with closing with introduced parties, assets with getting certain capital back from certain individuals and any other services deemed appropriate. In consideration for the services ADAS will provide to us, we agreed to pay ADAS a total fee of $25,000. The engagement ended on June 22, 2023.

On June 24, 2022, we entered into a letter of engagement with Morrow Sodali (“Morrow”) (the “Morrow Agreement”), pursuant to which we engaged Morrow to act as Solicitation Agent for our shareholders in connection with Company’s Special Meeting (Extension Meeting) held in the third quarter of 2022. In consideration for the services Morrow provided to us, we agreed to pay Morrow a total estimated fee of $25,000. On November 7, 2023, the Company entered into an agreement with Morrow, whereby Morrow agreed to receive $9,630 in accordance with the Morrow Agreement, as full and final satisfaction of all obligations owed to Morrow by the Company. Upon receipt of the payment, all payment obligations of the Company to Morrow will be cancelled and terminated.

On June 28, 2022, we entered into a letter of engagement with Baker Tilly DHC Business Private Limited (“Baker”), pursuant to which we engaged Baker to provide Purchase Price Allocation (PPA) study in accordance with the extant provision of US GAAP ASC 805. In consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated fee of $24,000.

On July 7, 2022, we entered into a letter of engagement with Baker, pursuant to which we engaged Baker to provide Valuation of Intellectual Properties. In consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated fee of $10,000.

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On July 20, 2022, we entered into a letter of engagement with Houlihan Capital (the “Houlihan Capital Agreement”), pursuant to which we engaged Houlihan to render a written opinion (“Opinion”), whether or not favorable, to the Board of Directors of the Company as to whether, as of the date of such Opinion, that the consideration to be issued or paid in the Transaction is fair from a financial point of view to the stockholders of the Company. In consideration for the services Houlihan will provide to us, we agreed to pay Houlihan a total estimated fee of $150,000. On November 7, 2023, the Company entered into an agreement with Houlihan Capital, whereby Houlihan Capital agreed to receive $13,675 in accordance with the Houlihan Capital Agreement, as full and final satisfaction of all obligations owed to Houlihan Capital by the Company. Upon receipt of the payment, all payment obligations of the Company to Houlihan Capital will be cancelled and terminated.

On September 13, 2022, we entered into a letter of engagement with FNK IR (the “FNK IR Agreement”), pursuant to which we engaged FNK to act as integrated investor and media relations partner on behalf of the Company. In consideration for the services FNK will provide to us, we agreed to pay FNK a monthly fee of $8,000 per month. The engagement was terminated in February 2023.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified critical accounting estimates; we have identified the following critical accounting policies:

Net Loss Per Share of Common Stock

Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share. We have not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,847,675 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events.

Warrant Liability

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annual period end date while the warrants are outstanding.

Common Stock Subject to Possible Redemption

All of the 23,000,000 Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with the initial business combination and in connection with certain amendments to our Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable Public Shares have been classified outside of permanent equity.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

Share Based Payment Arrangements

On July 7, 2021, the Sponsor entered into agreements with two independent directors to transfer 95,000 Founder Shares to each director, subject to and upon closing of our initial business combination. As such, under ASC 718, these shares are transferred subject to a performance condition and compensation expense will be recognized at the date of a business combination when earned.

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

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

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

On November 9, 2023, the Company entered into an agreement with Priyanka Agarwal, whereby Priyanka Agarwal agreed to receive 12,825 shares of common stock of the post-Business Combination company in accordance with the consulting agreement signed on October 29, 2021, as full and final satisfaction of all and any service fees owed to Priyanka Agarwal by the Company. The shares will be issued concurrently with the closing of the Business Combination.

On November 9, 2023, the Company entered into an agreement with Vishwas Joshi, our previous Chief Financial Officer, whereby Vishwas Joshi agreed to receive 36,000 shares of common stock of the post-Business Combination company in accordance with the Chief Financial Officer Agreement, as full and final satisfaction of all and any service fees owed to Vishwas Joshi by the Company. The shares will be issued concurrently with the closing of the Business Combination.

On November 9, 2023, the Company entered into an agreement with ALMT Legal, Advocates & Solicitor (“ALMT”), whereby ALMT agreed to receive (i) USD 75,000 and (ii) 11,000 shares of common stock of the post-Business Combination company in accordance with the agreement signed on November 10, 2021, as full and final satisfaction of all and any service fees owed to ALMT by the Company. The payment of USD 75,000 was made and the shares will be issued concurrently with the closing of the Business Combination.

On November 10, 2023, the Company entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common stock of the post-Business Combination company in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of all obligations owed to Ontogeny by the Company. The shares will be issued concurrently with the closing of the Business Combination.

On November 13, 2023, the Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business Combination company at the Company’s discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final satisfaction of all and any service fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the Business Combination.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to make disclosures under this Item.

Item 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer, who is also our principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, 2023, due to the previously reported material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments and stock-based compensation. We also have a material weakness in our internal control surrounding the review of accounts payable and accrued expenses to ensure expense recognition in the proper period. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except as described below.

As previously disclosed, management has identified a material weakness in internal controls related to the accounting for our complex financial instruments (including redeemable equity instruments as described above) and stock-based compensation. We also have a material weakness in our internal control surrounding the review of accounts payable and accrued expenses to ensure expense recognition in the proper period. In light of the material weakness identified, although we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business and other contingencies from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sale of Unregistered Securities

None.

Use of Proceeds

For a description of the use of the proceeds generated in the IPO, see Part I, Item 2 of this Quarterly Report on Form 10-Q.

Purchases of Equity Securities by the Issuer and Related Purchasers

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report:

Exhibit No.		Description
31.1*		Certification of Chief Executive Officer (Principal Executive, Financial and Accounting Officer) Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer (Principal Executive, Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_____________________

Filed herewith.

Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Table of Contents

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, thereunto duly authorized.

	International Media Acquisition Corp.

Date: June 3, 2024	By:	/s/ Shibasish Sarkar
		Shibasish Sarkar
		Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

nullnull

Cover - shares	9 Months Ended
Cover - shares	Dec. 31, 2023	Jun. 03, 2024
Document Information Line Items
Entity Registrant Name	INTERNATIONAL MEDIA ACQUISITION CORP.
Entity Central Index Key	0001846235
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		7,522,430
Entity File Number	001-40687
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	86-1627460
Entity Address Address Line 1	1604 US Highway 130
Entity Address City Or Town	N Brunswick
Entity Address State Or Province	NJ
Entity Address Postal Zip Code	08902
City Area Code	212
Local Phone Number	960‑3677
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Common Shares [Member]
Document Information Line Items
Security 12b Title	Common Stock
Trading Symbol	IMAQ
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information Line Items
Security 12b Title	Warrants
Trading Symbol	IMAQW
Security Exchange Name	NASDAQ
Right [Member]
Document Information Line Items
Security 12b Title	Rights
Trading Symbol	IMAQR
Security Exchange Name	NASDAQ
Units [Member]
Document Information Line Items
Security 12b Title	Units
Trading Symbol	IMAQU
Security Exchange Name	NASDAQ

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Mar. 31, 2023
ASSETS
Cash	$ 1,177	$ 302
Prepaid expenses	0	52,500
Total Current Assets	1,177	52,802
Investments held in Trust Account	22,027,582	20,978,456
Total Assets	22,028,759	21,031,258
Current Liabilities:
Accounts payable and accrued expenses	1,942,751	1,192,707
Accrued expenses - related party	0	200,000
Due to related party	649,913	0
Promissory note- related party	2,445,000	2,125,541
Loan - JC Unify	573,673	0
Excise tax payable	6,906	0
Income tax payable	346,446	207,632
Total Current Liabilities	5,964,689	3,725,880
Deferred underwriting fee payable	8,050,000	8,050,000
Warrant liability	28,688	23,907
Total Liabilities	14,043,377	11,799,787
Commitments (see Note 6)
Common stock subject to possible redemption: 1,909,723 and 1,973,118, shares issued and outstanding at $11.13 and $10.28 redemption value as of December 31, 2023 and March 31, 2023, respectively	21,263,402	20,284,026
Stockholders' Deficit
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Common stock, $0.0001 par value; 500,000,000 shares authorized; 6,546,900 shares issued and outstanding (excluding 1,909,723 and 1,973,118 shares subject to possible redemption as of December 31, 2023 and March 31, 2023, respectively)	655	655
Accumulated deficit	(13,278,675)	(11,053,211)
Total Stockholders' Deficit	(13,278,020)	(11,052,556)
Total Liabilities and Stockholders' Deficit	$ 22,028,759	$ 21,031,258

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Mar. 31, 2023
BALANCE SHEETS
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	6,546,900	6,546,900
Common shares, shares outstanding	6,546,900	6,546,900
Temporary equity, shares issued	1,909,723	1,973,118
Temporary equity, shares outstanding	1,909,723	1,973,118
Common shares, redemption value per share	$ 11.13	$ 10.28

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
STATEMENTS OF OPERATIONS (UNAUDITED)
Formation and operating costs	$ 731,550	$ 681,987	$ 1,417,531	$ 1,872,212
Loss from operations	(731,550)	(681,987)	(1,417,531)	(1,872,212)
Liabilities written back	0	0	200,000	0
Change in fair value of warrant liability	(12,750)	0	(4,781)	119,535
Interest and dividend income on investments held in trust account	286,712	183,534	812,558	862,210
Loss before provision for income taxes	(457,588)	(498,453)	(409,754)	(890,467)
Provision for income taxes	19,340	26,374	138,814	157,656
Net loss	$ (476,928)	$ (524,827)	$ (548,568)	$ (1,048,123)
Weighted average shares outstanding, basic and diluted	8,456,623	8,688,795	8,485,669	17,443,109
Basic and diluted net loss per common share	$ (0.06)	$ (0.06)	$ (0.06)	$ (0.06)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Total	Common Stock Member	Additional Paid In Capital Member	Accumulated Deficit
Balance, shares at Mar. 31, 2022		6,546,900
Balance, amount at Mar. 31, 2022	$ (8,552,598)	$ 655	$ 564,600	$ (9,117,853)
Net income (loss)	(204,672)	0	0	(204,672)
Accretion of Class A Ordinary Shares Subject to Redemption	(340,524)	0	(340,524)	0
Balance, amount at Jun. 30, 2022	(9,097,794)	$ 655	224,076	(9,322,525)
Balance, shares at Jun. 30, 2022		6,546,900
Balance, shares at Mar. 31, 2022		6,546,900
Balance, amount at Mar. 31, 2022	(8,552,598)	$ 655	564,600	(9,117,853)
Net income (loss)	(1,048,123)
Balance, amount at Dec. 31, 2022	(10,638,714)	$ 655	0	(10,639,369)
Balance, shares at Dec. 31, 2022		6,546,900
Balance, shares at Jun. 30, 2022		6,546,900
Balance, amount at Jun. 30, 2022	(9,097,794)	$ 655	224,076	(9,322,525)
Net income (loss)	(318,624)	0	0	(318,624)
Accretion of Class A Ordinary Shares Subject to Redemption	(368,089)	0	(224,076)	(144,013)
Balance, amount at Sep. 30, 2022	(9,784,507)	$ 655	0	(9,785,162)
Balance, shares at Sep. 30, 2022		6,546,900
Net income (loss)	(524,827)	$ 0	0	(524,827)
Accretion of Class A Ordinary Shares Subject to Redemption	(329,380)	0	0	(329,380)
Balance, amount at Dec. 31, 2022	(10,638,714)	$ 655	0	(10,639,369)
Balance, shares at Dec. 31, 2022		6,546,900
Balance, shares at Mar. 31, 2023		6,546,900
Balance, amount at Mar. 31, 2023	(11,052,556)	$ 655	0	(11,053,210)
Net income (loss)	322,616	0	0	322,616
Accretion of Class A Ordinary Shares Subject to Redemption	(149,071)		0	(149,071)
Balance, amount at Jun. 30, 2023	(10,879,009)	$ 655	0	(10,879,664)
Balance, shares at Jun. 30, 2023		6,546,900
Balance, shares at Mar. 31, 2023		6,546,900
Balance, amount at Mar. 31, 2023	(11,052,556)	$ 655	0	(11,053,210)
Net income (loss)	(548,568)
Balance, amount at Dec. 31, 2023	(13,278,020)	$ 655	0	(13,278,675)
Balance, shares at Dec. 31, 2023		6,546,900
Balance, shares at Jun. 30, 2023		6,546,900
Balance, amount at Jun. 30, 2023	(10,879,009)	$ 655	0	(10,879,664)
Net income (loss)	(394,256)	0	0	(394,256)
Accretion of Class A Ordinary Shares Subject to Redemption	(275,850)	0	0	(275,850)
Balance, amount at Sep. 30, 2023	(11,549,116)	$ 655	0	(11,549,771)
Balance, shares at Sep. 30, 2023		6,546,900
Net income (loss)	(476,928)	$ 0	0	(476,928)
Accretion of Class A Ordinary Shares Subject to Redemption	(1,245,070)	0	0	(1,245,070)
Excise tax liability	6,906	0	0	6,906
Balance, amount at Dec. 31, 2023	$ (13,278,020)	$ 655	$ 0	$ (13,278,675)
Balance, shares at Dec. 31, 2023		6,546,900

STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (548,568)	$ (1,048,123)
Adjustments to reconcile net income to net cash used in operating activities:
Interest and dividend income on investments held in trust account	(812,558)	(862,210)
Change in fair value of warrant liability	4,781	(119,535)
Changes in operating assets and liabilities:
Prepaid expenses	52,500	192,200
Accounts payable and accrued expenses	550,044	671,014
Income tax payable	138,814	157,656
Net cash provided by (used in) operating activities	(614,986)	(1,008,998)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(1,028,109)	(700,000)
Cash withdrawn from trust account to pay franchise tax	100,925	245,267
Cash withdrawn from trust account in connection with redemption	690,615	209,237,593
Net cash provided by (used in) investing activities	(236,569)	208,782,860
Cash Flows from Financing Activities:
Proceeds from loan - JC Unify	573,673	0
Proceeds from promissory note - related party	319,459	1,515,000
Advance from Sponsor	649,913	0
Redemption of common stock	(690,615)	(209,237,593)
Net cash provided by (used in) financing activities	852,430	(207,722,593)
Net Change in Cash	875	51,268
Cash - Beginning of period	302	107,684
Cash - End of period	1,177	158,952
Non-cash investing and financing activities
Accretion of Public Shares to redemption value	$ 1,669,991	$ 1,037,993

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Dec. 31, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Stock Purchase Agreement

Termination of Proposed Business Combination

Securities Purchase Agreement

Extension Payment and Shares Redemption

On July 26, 2022, the extension payment of $350,000 was deposited by the Sponsor into the Company’s Trust Account to extend the August 2, 2022, deadline to November 2, 2022.

On October 28, 2022, a second extension payment of $350,000 was deposited by the Sponsor into the Company’s Trust Account to extend the November 2, 2022, deadline to February 2, 2023.

On February 3, 2023, the third extension payment of $385,541 was deposited by the Sponsor into the Company’s Trust Account to extend the February 2, 2023, deadline to May 2, 2023.

On June 1, 2023, a fourth partial extension payment of $128,513 was deposited by the Sponsor into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

On June 23, 2023, fifth partial extension payment of $128,513 was deposited by the Company into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

On July 11, 2023, sixth partial extension payment of $128,513 was deposited by the Company into the Company’s Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

The Company has made the monthly deposit into the Trust Account of $128,513 for the monthly extension, from August 2, 2023 until January 2, 2024.

Liquidity and Going Concern

Risks and Uncertainties

Inflation Reduction Act of 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Warrant Liability

Common Stock Subject to Possible Redemption

As of December 31, 2023, the redeemable common stock reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(12,466,000	)
Proceeds allocated to Public Rights		(7,337,000	)
Issuance costs allocated to common stock		(13,850,689	)
Plus:
Remeasurement of carrying value to redemption value		33,653,689
Common stock subject to possible redemption, March 31, 2022		230,000,000
Plus:
Remeasurement of carrying value to redemption value		1,264,548
Less:
Redemption		(210,980,522	)
Common stock subject to possible redemption, March 31, 2023		20,284,026
Plus:
Remeasurement of carrying value to redemption value		249,996
Less:
Withdrawal for tax payment from trust account		(100,925	)
Common stock subject to possible redemption, June 30, 2023		20,433,097
Plus:
Remeasurement of carrying value to redemption value		275,850
Less:
Redemption		(690,615	)
Common stock subject to possible redemption, September 30, 2023		20,018,332
Plus:
Remeasurement of carrying value to redemption value		1,245,070
Common stock subject to possible redemption, December 31, 2023	$	21,263,402

Offering Costs associated with the Initial Public Offering

Share-Based Payment Arrangements

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Net Income (Loss) Per Share of Common Stock

The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):

Basic and diluted net loss per share
	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Basic and diluted net loss per share:
Numerators:
Net loss	$	(476,928	)	$	(524,827	)	$	(548,568	)	$	(1,048,123	)

Denominators:
Basic and diluted weighted average shares outstanding		8,456,623			8,688,795			8,485,669			17,443,109
Basic and diluted net income per share	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.06	)

Concentration of Credit Risk

Fair Value of Financial Instruments

The carrying amounts reflected in the balance sheet for current assets and current liabilities are of approximate fair value due to their short-term nature.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 9 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

INITIAL PUBLIC OFFERING

9 Months Ended

Dec. 31, 2023

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

9 Months Ended

Dec. 31, 2023

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

9 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Notes - Related Party

As of December 31, 2023 and March 31, 2023, $2,445,000 and $2,125,541 were outstanding, respectively, under all the promissory notes.

Due to Related Party

The Company received additional funds from the Sponsor to finance term extension fees. As of December 31, 2023 and March 31, 2023, the amount due to related party was $649,913 and $0, respectively.

Loan Transfer Agreement

Administrative Support Agreement

Related Party Loans

As of December 31, 2023 and March 31, 2023, the Company had no borrowings under the related party loans.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Dec. 31, 2023

Commitments (see Note 6)

COMMITMENTS

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights Agreement

Underwriting Agreement

Right of First Refusal

Chief Financial Officer Agreement

Management Consulting Agreement

Consulting Agreements

Fee disputes

WARRANTS

9 Months Ended

Dec. 31, 2023

WARRANTS

WARRANTS

NOTE 7. WARRANTS

As of December 31, 2023, there were 23,000,000 Public Warrants and 796,900 Private Warrants outstanding.

The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

	·	at any time while the warrants are exercisable;
	·	upon not less than 30 days’ prior written notice of redemption to each warrant holder;
	·	if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and
	·	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

STOCKHOLDERS DEFICIT

9 Months Ended

Dec. 31, 2023

STOCKHOLDERS DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 8. STOCKHOLDERS' DEFICIT

FAIR VALUE MEASUREMENTS

9 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

Description	Amount at Fair Value		Level 1		Level 2		Level 3
December 31, 2023
Assets
Investments held in Trust Account:
Money Market investments	$	22,027,582	$	22,027,582	$	-	$	-
Liabilities
Warrant liability - Private Warrants	$	28,688	$	-	$	-	$	28,688

The following table provides the significant inputs to the Black-Scholes method for the fair value of the Private Warrants:

	As of August 2021 (Initial			As of December 31,			As of December 31,
	Measurement)			2023			2022
Unit price	$	10.00		$	10.00		$	10.00
Common stock price	$	9.44		$	11.32		$	10.20
Dividend yield	-%			-%			-%
Term to Business Combination (years)		1.00			0.00			0.25
Volatility		16.0	%		3.51	%		0.00	%
Risk-free rate		0.88	%		3.84	%		3.95	%
Fair value	$	0.58		$	0.036		$	0.03

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

Fair value as of January 15, 2021 (inception)	$	-
Initial measurement as of August 2, 2021		414,352
Additional warrants issued in over-allotment		47,850
Fair value as of August 2, 2021		462,202
Change in valuation inputs or other assumptions		(438,295	)
Fair value as of September 30, 2022		23,907
Change in valuation inputs or other assumptions		-
Fair value as of March 31, 2023	$	23,907
Change in valuation inputs or other assumptions		(7,969	)
Fair value as of September 30, 2023	$	15,938
Change in valuation inputs or other assumptions		12,750
Fair value as of December 31, 2023	$	28,688

SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

First Amendment to Securities Purchase Agreement

Issuance of Unsecured January 2024 Promissory Note

Annual General Meeting

Issuance of Unsecured Promissory Note B

Issuance of Unsecured Promissory Note C

Extension Payments

Franchise Tax

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Warrant Liability

Common Stock Subject to Possible Redemption

As of December 31, 2023, the redeemable common stock reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(12,466,000	)
Proceeds allocated to Public Rights		(7,337,000	)
Issuance costs allocated to common stock		(13,850,689	)
Plus:
Remeasurement of carrying value to redemption value		33,653,689
Common stock subject to possible redemption, March 31, 2022		230,000,000
Plus:
Remeasurement of carrying value to redemption value		1,264,548
Less:
Redemption		(210,980,522	)
Common stock subject to possible redemption, March 31, 2023		20,284,026
Plus:
Remeasurement of carrying value to redemption value		249,996
Less:
Withdrawal for tax payment from trust account		(100,925	)
Common stock subject to possible redemption, June 30, 2023		20,433,097
Plus:
Remeasurement of carrying value to redemption value		275,850
Less:
Redemption		(690,615	)
Common stock subject to possible redemption, September 30, 2023		20,018,332
Plus:
Remeasurement of carrying value to redemption value		1,245,070
Common stock subject to possible redemption, December 31, 2023	$	21,263,402

Offering Costs associated with the Initial Public Offering

Share-Based Payment Arrangements

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Net Income (Loss) Per Share of Common Stock

The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):

Basic and diluted net loss per share
	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Basic and diluted net loss per share:
Numerators:
Net loss	$	(476,928	)	$	(524,827	)	$	(548,568	)	$	(1,048,123	)

Denominators:
Basic and diluted weighted average shares outstanding		8,456,623			8,688,795			8,485,669			17,443,109
Basic and diluted net income per share	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.06	)

Concentration of Credit Risk

Fair Value of Financial Instruments

The carrying amounts reflected in the balance sheet for current assets and current liabilities are of approximate fair value due to their short-term nature.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 9 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of redeemable common stock

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(12,466,000	)
Proceeds allocated to Public Rights		(7,337,000	)
Issuance costs allocated to common stock		(13,850,689	)
Plus:
Remeasurement of carrying value to redemption value		33,653,689
Common stock subject to possible redemption, March 31, 2022		230,000,000
Plus:
Remeasurement of carrying value to redemption value		1,264,548
Less:
Redemption		(210,980,522	)
Common stock subject to possible redemption, March 31, 2023		20,284,026
Plus:
Remeasurement of carrying value to redemption value		249,996
Less:
Withdrawal for tax payment from trust account		(100,925	)
Common stock subject to possible redemption, June 30, 2023		20,433,097
Plus:
Remeasurement of carrying value to redemption value		275,850
Less:
Redemption		(690,615	)
Common stock subject to possible redemption, September 30, 2023		20,018,332
Plus:
Remeasurement of carrying value to redemption value		1,245,070
Common stock subject to possible redemption, December 31, 2023	$	21,263,402

Schedule of basic and diluted net loss per common stock

Basic and diluted net loss per share
	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Basic and diluted net loss per share:
Numerators:
Net loss	$	(476,928	)	$	(524,827	)	$	(548,568	)	$	(1,048,123	)

Denominators:
Basic and diluted weighted average shares outstanding		8,456,623			8,688,795			8,485,669			17,443,109
Basic and diluted net income per share	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.06	)

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

Schedule of company's liabilities that are measured at fair value on a recurring basis

Description	Amount at Fair Value		Level 1		Level 2		Level 3
December 31, 2023
Assets
Investments held in Trust Account:
Money Market investments	$	22,027,582	$	22,027,582	$	-	$	-
Liabilities
Warrant liability - Private Warrants	$	28,688	$	-	$	-	$	28,688

Summary of significant inputs to the Black-Scholes method for the fair value of the Private Warrants

	As of August 2021 (Initial			As of December 31,			As of December 31,
	Measurement)			2023			2022
Unit price	$	10.00		$	10.00		$	10.00
Common stock price	$	9.44		$	11.32		$	10.20
Dividend yield	-%			-%			-%
Term to Business Combination (years)		1.00			0.00			0.25
Volatility		16.0	%		3.51	%		0.00	%
Risk-free rate		0.88	%		3.84	%		3.95	%
Fair value	$	0.58		$	0.036		$	0.03

Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value on a recurring basis

Fair value as of January 15, 2021 (inception)	$	-
Initial measurement as of August 2, 2021		414,352
Additional warrants issued in over-allotment		47,850
Fair value as of August 2, 2021		462,202
Change in valuation inputs or other assumptions		(438,295	)
Fair value as of September 30, 2022		23,907
Change in valuation inputs or other assumptions		-
Fair value as of March 31, 2023	$	23,907
Change in valuation inputs or other assumptions		(7,969	)
Fair value as of September 30, 2023	$	15,938
Change in valuation inputs or other assumptions		12,750
Fair value as of December 31, 2023	$	28,688

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)									1 Months Ended				5 Months Ended	9 Months Ended
	Nov. 10, 2023	Aug. 07, 2023 $ / shares shares	Jul. 11, 2023 USD ($)	Jun. 02, 2023 USD ($)	Feb. 03, 2023 USD ($) shares	Aug. 02, 2022	Aug. 06, 2021 USD ($) $ / shares shares	Aug. 02, 2021 USD ($) $ / shares shares	Jun. 23, 2023 USD ($)	Oct. 28, 2022 USD ($)	Oct. 22, 2022 USD ($)	Jul. 26, 2022 USD ($) shares	Jan. 02, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2023 shares	Feb. 02, 2023 $ / shares
Interest Expense, Demand Deposit Accounts			$ 128,513	$ 128,513	$ 385,541				$ 128,513	$ 350,000		$ 350,000	$ 128,513
Trust Account deposits					$ 350,000
Excise tax liability														$ 6,906
Public stockholders \| shares		63,395
Stock held in public stockholders \| shares		1,973,118			23,000,000
Redemption price per share \| $ / shares		$ 10.89														$ 10.03
Condition for future business combination threshold net tangible assets								$ 5,000,001
Redemption limit percentage without prior consent														20
Months to complete acquisition						12 months								12 months
Maximum extended months to complete acquisition														126 days
Threshold business days for redemption of public shares														10 days
Obligation to redeem public shares if entity does not complete a business combination (as a percent)														100.00%
Extension period for combination												3 months
Stock redeemed or called during period, shares \| shares												21,026,882
Common stock, subject to possible redemption \| shares														1,909,723	1,973,118
Cash														$ 1,177
Working capital deficit														5,963,512
Securities Purchase Agreement [Member]
Description of shares purchase	the Sponsor, and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), and as amended on January 31, 2024 (the “Securities Purchase Agreement”), pursuant to which the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents 76% of the total Company Securities (as defined in the Securities Purchase Agreement) owned by the Sponsor for an aggregate purchase price of $1.00
January 2 2024 [Member]
Initial business combination														$ 20,000
January 31 2024 [Member] \| Securities Purchase Agreement [Member]
Description of shares purchase														the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total company securities owned by the Sponsor
Promissory note issued amount														$ 1,300,000
Shares new issued \| shares														100,000
Shares of common stock from closing of a business combination \| shares														847,675
Fees due to related party														$ 300,000
Rebated received from related party														50,000
Insurance for related party														$ 1,000,000
Insurance covering the period														1 year
Represents the information pertaining to Stock Purchase Agreement (SPA).
Initial business combination											$ 38,000,000
Acquisition (in percentage)											100.00%
Aggregate purchase price for the shares											$ 102,000,000
Repayment of inter-company loans											$ 38,000,000
Initial Public Offering [Member]
Number of units issued \| shares								20,000,000
Purchase price, per unit \| $ / shares							$ 10.00	$ 10.00						$ 10
Gross proceeds from issuance of Initial Public Offering								$ 200,000,000
Gross proceeds from issuance of units								$ 200,000,000
Common stock, subject to possible redemption \| shares														230,000,000
Over allotment [Member]
Number of units issued \| shares							3,000,000
Purchase price, per unit \| $ / shares							$ 10.00
Option to purchase additional units \| shares							3,000,000
Gross proceeds from issuance of units							$ 30,000,000
Over allotment [Member] \| Represents a redeemable warrant (Private Placement Warrant) that entitles the holder to purchase shares of common stock if the underwriter's option is exercised in full.
Number of units issued \| shares														82,500
Purchase price, per unit \| $ / shares														$ 10.00
Gross proceeds from issuance of units														$ 825,000
Private Placement [Member]
Number of units issued \| shares							82,500
Purchase price, per unit \| $ / shares							$ 10.00
Sale of private placement warrants (in shares) \| shares														714,400
Price of warrant \| $ / shares														$ 10.00
Proceeds from sale of private placement warrants														$ 7,144,000
Gross proceeds from issuance of units							$ 825,000
Private Placement [Member] \| Represents a redeemable warrant (Private Placement Warrant) that entitles the holder to purchase shares of common stock if the underwriter's option is exercised in full.
Sale of private placement warrants (in shares) \| shares														1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended			12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Common stock subject to possible redemption	$ 21,263,402			$ 20,284,026
Classification of common stock representing shares subject to possible redemption
Gross proceeds					$ 230,000,000
Proceeds allocated to Public Warrants					(12,466,000)
Proceeds allocated to Public Rights					(7,337,000)
Issuance costs allocated to common stock					(13,850,689)
Remeasurement of carrying value to redemption value	1,245,070	$ 275,850	$ 249,996	1,264,548	33,653,689
Redemption		(690,615)	(100,925)	(210,980,522)
Common stock subject to possible redemption	$ 21,263,402	$ 20,018,332	$ 20,433,097	$ 20,284,026	$ 230,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended						9 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Basic and diluted net loss per share:
Net loss	$ (476,928)	$ (394,256)	$ 322,616	$ (524,827)	$ (318,624)	$ (204,672)	$ (548,568)	$ (1,048,123)
Basic and diluted weighted average shares outstanding	8,456,623			8,688,795			8,485,669	17,443,109
Basic and diluted net loss per share of common stock	$ (0.06)			$ (0.06)			$ (0.06)	$ (0.06)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Temporary equity, shares outstanding	1,909,723			1,909,723		1,973,118
Cash FDIC insured limit	$ 250,000			$ 250,000
Effective tax rate	(14.52%)	(5.29%)		(33.88%)	(17.71%)
Expensed offering costs			$ 0	$ 0
Effective tax rate, federal				21.00%
Effective tax rate, state				9.00%
Cash	$ 1,177			$ 1,177		$ 302
Stock Repurchased During Period, Shares				17,847,675
Public Warrants Member
Reduction In permanent equity				$ 13,850,689
Initial Public Offering [Member]
Assets held in the trust account maturities				185 years
Temporary equity, shares outstanding	230,000,000			230,000,000
Offering costs incurred				$ 15,242,385
Deferred underwriting fees				8,050,000
Other Offering Costs				2,592,385
Underwriting fees				4,600,000
Expensed offering costs				4,926
Issuance costs allocated to common stock				$ (1,386,770)

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Aug. 06, 2021	Aug. 02, 2021	Dec. 31, 2023
Initial Public Offering [Member]
Number of units issued		20,000,000
Purchase price, per unit	$ 10.00	$ 10.00	$ 10
Gross proceeds from issuance of units		$ 200,000,000
Initial Public Offering [Member] \| Public Warrants Member
Exercise price of warrant		$ 11.50
Over allotment [Member]
Number of units issued	3,000,000
Option to purchase additional units	3,000,000
Purchase price, per unit	$ 10.00
Gross proceeds from issuance of units	$ 30,000,000

PRIVATE PLACEMENT (Details Narrative) - USD ($)		9 Months Ended
PRIVATE PLACEMENT (Details Narrative) - USD ($)	Aug. 06, 2021	Dec. 31, 2023
Private Placement [Member]
Number of warrants to purchase shares issued		714,400
Price of warrants		$ 10.00
Aggregate purchase price		$ 7,144,000
Right per share of common stock		1
Number of units issued	82,500
Purchase price, per unit	$ 10.00
Gross proceeds from issuance of units	$ 825,000
Private Placement [Member] \| Represents a redeemable warrant (Private Placement Warrant) that entitles the holder to purchase shares of common stock if the underwriter's option is exercised in full.
Number of warrants to purchase shares issued		1
Exercise price of warrant		$ 11.50
Over allotment [Member]
Number of units issued	3,000,000
Purchase price, per unit	$ 10.00
Gross proceeds from issuance of units	$ 30,000,000
Over allotment [Member] \| Represents a redeemable warrant (Private Placement Warrant) that entitles the holder to purchase shares of common stock if the underwriter's option is exercised in full.
Number of units issued		82,500
Purchase price, per unit		$ 10.00
Gross proceeds from issuance of units		$ 825,000

RELATED PARTY TRANSACTIONS (Details Narrative)				1 Months Ended			9 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative)	Nov. 10, 2023	Jul. 07, 2021 shares	Feb. 09, 2021 USD ($) shares	Jan. 26, 2023 USD ($) shares	Sep. 17, 2021 USD ($) $ / shares shares	Jul. 22, 2021 USD ($) integer $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Jul. 31, 2023 USD ($)	Apr. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Feb. 28, 2023 USD ($)	Feb. 14, 2023 USD ($)	Jan. 31, 2023 USD ($)	Nov. 18, 2022 USD ($)	Oct. 31, 2022 USD ($)	Aug. 10, 2022 USD ($)	Jul. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Apr. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 29, 2022 USD ($)	Feb. 28, 2022 USD ($)	Jan. 14, 2022 USD ($)	Feb. 01, 2021 USD ($)
Stock-based compensation expense							$ 786,848
Desription for the sponsor agreement	the Sponsor, and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”), pursuant to which the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents 76% of the total Company Securities (as defined in the Securities Purchase Agreement) owned by the Sponsor for an aggregate purchase price of $1.00
Outstanding balance of related party note							2,445,000			$ 2,125,541
Loan - JC Unify							573,673			0
Loan Transfer Agreement
Number of shares issued \| shares				500,000
Initial Loan amount				$ 385,541
Monthly Loan amount				$ 128,513
Common stock shares issued to lender for monthly debt \| shares				166,700
Due To Related Party [Member]
Outstanding balance of related party note							$ 649,913			0
This member stands for founder. \| Information related to Earlier of Six Months After Date of Consummation of Initial Business Combination And On Date of Closing Price
Percentage of shares not to transfer, assign or sell							50.00%
This member stands for founder. \| Information Related to Six Months After Date of Consummation of Initial Business Combination.
Percentage of shares not to transfer, assign or sell							50.00%
This member stands for founder. \| This member stands for sponsor.
Aggregate purchase price			$ 25,000
Number of shares issued \| shares			5,750,000
Shares subject to forfeiture \| shares			750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares							$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination							20 years
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination							30 years
This member stands for founder. \| This member stands for sponsor. \| Director [Member]
Aggregate purchase price						$ 787,500
Aggregate number of shares sold \| shares						150,000
Number of shares issued \| shares						30,000
Purchase price, per unit \| $ / shares						$ 0.004
Number of independent directors \| integer						5
This member stands for founder. \| This member stands for sponsor. \| Represents information pertaining to additional directors.
Aggregate purchase price					$ 141,250
Number of shares issued \| shares					25,000
Purchase price, per unit \| $ / shares					$ 0.004
Stock-based compensation expense							$ 141,150
This member stands for founder. \| This member stands for sponsor. \| Represents information pertaining to Consultant.
Aggregate purchase price					$ 423,750
Aggregate number of shares sold \| shares		95,000			75,000
Purchase price, per unit \| $ / shares					$ 0.004
Stock-based compensation expense							423,450
This member stands for promissory note with related party.
Maximum borrowing capacity of related party promissory note																					$ 500,000			$ 300,000
Aggregate principal amount							200,000														$ 750,000
This member stands for post promissory note with related party.
Maximum borrowing capacity of related party promissory note																							$ 500,000
Aggregate principal amount, first installment																				$ 300,000		$ 195,000
Aggregate principal amount, second installment																		$ 200,000	$ 355,000
Aggregate principal amount, third installment																		$ 200,000
Represents information pertaining to August 2022 promissory note.
Maximum borrowing capacity of related party promissory note																$ 895,000
Aggregate principal amount, first installment																	$ 195,000
Aggregate principal amount, second installment															$ 500,000
Aggregate principal amount, third installment													$ 200,000
Represents information pertaining to November 2022 promissory note.
Maximum borrowing capacity of related party promissory note														$ 300,000
Represents information pertaining to February 2023 promissory note.
Aggregate principal amount										200,000		$ 500,000
Aggregate principal amount, first installment											$ 150,000
Aggregate principal amount, third installment									$ 50,000
Aggregate principal amount, fourth installment								$ 100,000
This member stands for Administrative Support Agreement.
Expenses per month							10,000
Accrued expenses - related party							200,000			$ 0
This member stands for related party loans.
Loan conversion agreement warrant							$ 1,500,000
Price of warrant \| $ / shares							$ 10.00

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)						1 Months Ended						9 Months Ended
	Sep. 13, 2022	Jul. 07, 2022	Jun. 09, 2022	Jan. 12, 2022	Feb. 08, 2021	Jul. 20, 2022	Jun. 28, 2022	Jun. 24, 2022	Mar. 18, 2022	Oct. 29, 2021	Sep. 17, 2021	Dec. 31, 2023
Underwriting cash discount per unit												$ 0.20
Fee disputes												$ 38,000
Deferred underwriting commissions per unit												$ 0.35
Deferred underwriting fee payable												$ 8,050,000
Period granted for right of first refusal to act as book-running manager after the date of the consummation of its business combination												18 months
Percentage of the economics for future public and private equity and debt offerings												30.00%
Monthly consulting fee												$ 360,000
Payment to Mr. Joshi by company					$ 400,000
Agreed to pay uncomplete business combination within the combination period					$ 40,000
Accrued amount under the agreement												40,000
Reimbursement of out of pocket expenses				$ 25,000								25,000
Percentage of fee based on target introduced in business combination				0.50%
Private Investment In Public Equity
Proceeds form of private investment in public equity									$ 75,000,000
First 100 Million Aggregate Value Of Target Member
Percentage of fee based on target introduced in business combination				3.00%
Aggregate value of the target greater than $100 million but less than $200 million
Percentage of fee based on target introduced in business combination				2.00%
Aggregate Value Of Target Greater Than 200 Million But Less Than 300 Million [Member]
Percentage of fee based on target introduced in business combination				1.00%
Contingent Fee Equal To 5
Proceeds form of private investment in public equity									75,000,000
Contingent Fee Equal To Five Point Five [Member]
Proceeds form of private investment in public equity									150,000,000
Additional Contingent Fee Equal To Zero Point Five [Member]
Proceeds form of private investment in public equity									$ 150,000,000
Ontogeny Capital LTD [Member]
Payments upon signing engagement agreement												40,000
Payments upon initial confidential filing of registration statement												$ 35,000
Shares of common stock of the post-Business Combination												287,500
Payments upon consummation of initial Business Combination												$ 1,650,000
Payments for certain management consulting and corporate advisory services												2,875,000
Letter Of Engagement With Chardan Capital Markets Llc [Member]
Percentage of aggregate sales price of securities sold				5.00%
Consulting Agreements [Member] \| Jacob Cherian [Member]
Monthly consulting fee											$ 12,000
Consulting Agreements [Member] \| Represents information pertaining to Sterling Media.
Monthly consulting fee										$ 28,250		12,145
Consulting Agreements [Member] \| Priyanka Agarwal [Member]
Monthly consulting fee										$ 11,250		162,000
Letter Of Engagement With F N K I R [Member]
Monthly consulting fee	$ 8,000
Consulting agreement with Priyanka Agarwal
Consulting expenses												9,630,000
Letter Of Engagement With Adas Capital Partners And Lone Cypress Holdings [Member]
Consulting expenses			$ 25,000
Letter Of Engagement With Morrow Sodali [Member]
Consulting expenses								$ 25,000
Letter Of Engagement With Baker Tilly Dhc Business Private Limited [Member]
Consulting expenses		$ 10,000					$ 24,000					23,147
Letter Of Engagement With Houlihan Capital [Member]
Consulting expenses						$ 150,000
Proceeds form of private investment in public equity						$ 13,675,000,000
Outstanding and accrued capital												53,675
Loeb & Loeb LLP [Member]
Consulting expenses												$ 29,503
Description of the acceptance amount for the agreement												amount of $300,000, of which $150,000 shall be deferred until the closing of the business combination in full and final satisfaction of all obligations owed to Loeb by the Company
Outstanding and accrued capital												$ 329,503

WARRANTS (Details Narrative) - $ / shares	9 Months Ended
WARRANTS (Details Narrative) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Aug. 02, 2021
Share price	$ 10.00	$ 10.00	$ 10.00
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial Business Combination	30 days
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option	23,796,900
Represents information pertaining to private warrants.
Warrants outstanding	796,900
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option	796,900
Public Warrants Member
Warrants market price, description	the Company consummates an initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price
Warrants outstanding	23,000,000
Threshold period for filling registration statement within number of days of Business Combination	90 days
Redemption price per Public Warrant	$ 0.01
Minimum threshold written notice period for redemption of Public Warrants	30 days
Stock price trigger for redemption of Public Warrants	$ 16.50
Threshold trading days for redemption of Public Warrants	20 days
Threshold number of business days before sending notice of redemption to warrant holders	30 days
Redemption period	30 days
Trading days for determining volume weighted average trading price	20 days
Share price	$ 9.50
Percentage of gross proceeds on total equity proceeds	60.00%
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option	23,000,000
Public Warrants expiration term	5 years

STOCKHOLDERS DEFICIT (Details Narrative) - $ / shares	9 Months Ended
STOCKHOLDERS DEFICIT (Details Narrative) - $ / shares	Dec. 31, 2023	Mar. 31, 2023
STOCKHOLDERS DEFICIT
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares issued	6,546,900	6,546,900
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares outstanding	6,546,900	6,546,900
Temporary equity, shares outstanding	1,909,723	1,973,118
Rights in multiples required to receive shares	20

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2023 USD ($)
Money Market investments held in Trust Account	$ 22,027,582
Warrant liability	28,688
Level 1 [Member]
Money Market investments held in Trust Account	22,027,582
Warrant liability	0
Level 2 [Member]
Money Market investments held in Trust Account	0
Warrant liability	0
Level 3 [Member]
Money Market investments held in Trust Account	0
Warrant liability	$ 28,688

FAIR VALUE MEASUREMENTS (Details 1) - $ / shares	9 Months Ended
FAIR VALUE MEASUREMENTS (Details 1) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 02, 2021
FAIR VALUE MEASUREMENTS
Unit price	$ 10.00	$ 10.00		$ 10.00
Common stock price	$ 11.32	$ 10.20		9.44
Term to Business Combination (years)		3 months	1 year
Volatility	3.51%		16.00%
Risk-free rate	3.84%	3.95%	0.88%
Fair value	$ 0.03	$ 0.03		$ 0.58

FAIR VALUE MEASUREMENTS (Details 2) - USD ($)	3 Months Ended	6 Months Ended		7 Months Ended	14 Months Ended
FAIR VALUE MEASUREMENTS (Details 2) - USD ($)	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Aug. 02, 2021	Sep. 30, 2022
Fair value as of January 15, 2021 (inception)				$ 0
Initial measurement as of August 2, 2021				414,352
Change in valuation inputs or other assumptions	$ 12,750	$ (7,969)	$ 0		$ (438,295)
Fair value at the end	$ 28,688	$ 15,938	$ 23,907	462,202	$ 23,907
Over allotment [Member]
Additional warrants issued in over-allotment				$ 47,850

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Change in fair value of warrant liability	$ (12,750)	$ 0	$ (4,781)	$ 119,535

SUBSEQUENT EVENTS (Details Narrative) - USD ($)					1 Months Ended			9 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 05, 2024	Mar. 06, 2024	Jan. 02, 2024	Nov. 10, 2023	May 28, 2024	Apr. 29, 2024	Jan. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Feb. 27, 2024	Jan. 25, 2024	Mar. 31, 2023	Aug. 02, 2021
Prospectus price per unit								$ 11.32	$ 10.20				$ 9.44
Common stock shares issued								6,546,900				6,546,900
Withdrew funds amount from the trust account								$ 223,743
Issuance of promissory note								$ 573,673	$ 0
JC Unify Capital Limited [Member]
Decscription of Securities Purchase Agreement				the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 597,675 private placement units of the Company, which represents 75% of the total Company Securities owned by the Sponsor for an aggregate purchase price of $1.00
Subsequent Event [Member]
Unsecured promissory note							$ 1,300,000
Agregate principal amount							$ 1,300,000
Prospectus price per unit							$ 10.00
Common stock shares issued							847,675
Deposited Fanchise tax liability		$ 219,302									$ 110,917
Decscription of first amendment Securities Purchase Agreement							the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents 76% of the total company securities owned by the Sponsor
Description of Additional Securities shares							(i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described in the Prospectus
Subsequent Event [Member] \| Business Extension Payment [Member]
Extend period of time	April 2, 2024 to May 2, 2024	March 2, 2024 to April 2, 2024	January 2, 2024 to February 2, 2024		June 2, 2024 to July 2, 2024	May 2, 2024 to June 2, 2024	February 2, 2024 to March 2, 2024
Extension payments deposit for trust account	$ 20,000	$ 20,000	$ 20,000		$ 20,000	$ 20,000	$ 20,000
Subsequent Event [Member] \| unsecured promissory note B [Member]
Unsecured promissory note										$ 530,000
Agregate principal amount										$ 530,000
Prospectus price per unit										$ 10.00
Subsequent Event [Member] \| unsecured promissory note C [Member]
Unsecured promissory note										$ 470,000
Agregate principal amount										$ 470,000
Prospectus price per unit										$ 10.00
Subsequent Event [Member] \| Board of Director [Member]
Decscription of first amendment Securities Purchase Agreement							100,000 new units and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan, $50,000 shall be rebated via wire transfer from the Chardan to the Sponsor at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall purchase directors and officers’ insurance for the officers or directors of the Company that is serving or has served as an officer or director of the SPAC prior to the signing of the SPA (“Initial Officers and Directors”) with coverage of $1 million for an one (1) year, covering the period from July 26, 2023 to July 26, 2024
Issuance of promissory note							$ 1,300,000

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