MergerMay 5, 2026, 04:52 PM
IMAQ Amends Merger Agreement with VCI, VNB; Adds Earnout
AI Summary
International Media Acquisition Corp. (IMAQ) entered into an amended and restated merger agreement on April 30, 2026, with VCI Holdings Limited, Vietnam Biofuels Development Joint Stock Company, Ethanol Quang Nam Production Company Limited, Valix Limited, and Newbio Merger Limited. The revised agreement changes the business combination structure to include a share purchase of VCI by Valix, a reincorporation merger of IMAQ into Valix, and a redomestication. The deal also includes potential earnout shares for certain shareholders based on stock price, revenue, and dividend targets, and was unanimously approved by IMAQ's board.
Key Highlights
- Amended and restated merger agreement signed on April 30, 2026.
- VCI shareholders to receive 98,000,000 Class A and 2,000,000 Class B Purchaser Ordinary Shares.
- Up to 27,000,000 Purchaser Class A Ordinary Shares available as earnout.
- Earnout condition 1: 10,000,000 shares if VWAP reaches $15.00.
- Earnout condition 2: 15,000,000 shares if consolidated revenue exceeds $500,000,000.
- Earnout condition 3: 2,000,000 shares if Purchaser declares $20,000,000 dividend.
- IMAQ's board of directors unanimously approved the Merger Agreement.