IMAQ restructures merger with VCI: share purchase, reincorporation merger, and redomestication to BVI

International Media Acquisition Corp.

On April 30, 2026, IMAQ entered into amended merger agreement with VCI Holdings, Vietnam Biofuels, EQN, Valix Limited, and Newbio Merger Limited.
New structure: VCI shareholders sell all shares to Purchaser for 98M Class A and 2M Class B Purchaser shares, followed by reincorporation merger and redomestication.
Earnout: up to 27M additional Purchaser Class A shares based on $15 VWAP, $500M revenue target, or $20M dividend within 3-5 years.
Closing conditions include shareholder approval, SEC effectiveness, Nasdaq listing, and no material adverse effect.
Original merger agreement from April 2025 amended and restated; deal expected to close after shareholder approvals.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

International Media Acquisition Corp. amended Amended and Restated Merger Agreement with VCI Holdings Limited, Vietnam Biofuels Development Joint Stock Company, Ethanol Quang Nam Production Company Limited, Valix Limited, Newbio Merger Limited valued at Issuance of up to 98,000,000 Purchaser Class A Ordinary Shares and 2,000,000 Purchaser Class B Ordin (effective 2026-04-30).

Action: amendment
Agreement: merger
Counterparty: VCI Holdings Limited, Vietnam Biofuels Development Joint Stock Company, Ethanol Quang Nam Production Company Limited, Valix Limited, Newbio Merger Limited
Value: Issuance of up to 98,000,000 Purchaser Class A Ordinary Shares and 2,000,000 Purchaser Class B Ordin
Effective: 2026-04-30

Exact text from the filing

On April 30, 2026, IMAQ entered into an amended and restated merger agreement (as amended from time to time, the “ Merger Agreement ”) by and among (i) IMAQ, (ii) VCI, (iii) Ethanol Quang Nam Production Company Limited (“ EQN ”, together with VCI and their respective subsidiaries, the “ Company Group ”), (iv) VNB, (v) Valix Limited, a British Virgin Islands business company (the “ Purchaser ”), and (vi) Newbio Merger Limited, a British Virgin Islands business company (“ Merger Sub ”), to amend and restate the Original Merger Agreement.

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International Media Acquisition Corp. filing history →

Source: SEC EDGAR

accession 0001213900-26-052267

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