UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. 1) 

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

x Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

INTERNATIONAL MEDIA ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

¨ No fee required.

x Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT, DATED JANUARY 25, 2023 — SUBJECT TO COMPLETION

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
INTERNATIONAL MEDIA ACQUISITION CORP.

Proxy Statement dated [_], 2023 and first mailed to stockholders on or about [_], 2023.

Dear Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of International Media Acquisition Corp. (“IMAQ”), which will be held at 10:00 a.m., Eastern time, on [_], 2023. Due to the public health concerns relating to the coronavirus pandemic, and our concerns about protecting the health and well-being of our stockholders, the board of directors of IMAQ (the “IMAQ Board”) has determined to convene and conduct the Meeting in a virtual meeting format at https://www.cstproxy.com/[_]. Stockholders will NOT be able to attend the Meeting in person. This proxy statement includes instructions on how to access the virtual Meeting and how to listen and vote from home or any remote location with Internet connectivity.

IMAQ is a Delaware blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each, a “target business” and collectively, the “target businesses”).

On October 22, 2022, IMAQ entered into a Stock Purchase Agreement (the “SPA”) with Risee Entertainment Holdings Private Limited, a company incorporated in India (“Seller”), and Reliance Entertainment Studios Private Limited, company incorporated in India (the “Reliance”). Pursuant to the terms of the SPA, a business combination between IMAQ and Reliance will be effected by the acquisition of 100% of the issued and outstanding share capital of Reliance from Seller in a series of transactions (collectively, the “Business Combination”), the first of which (as further described in this proxy statement, the “Initial Business Combination”) satisfies the Nasdaq Capital Market requirement that the fair market value of the initial business combination target company must be at least 80% of the balance in IMAQ’s trust account (less any deferred underwriting commissions and interest released to pay franchise and income taxes) on the execution date of the SPA. The combined company following the consummation of the Initial Business Combination is referred to in this proxy statement as the “Combined Company.”

The holders of common stock, $0.0001 par value, of IMAQ (“IMAQ Common Stock”) will be asked to approve, among other things, the Business Combination and the other related proposals.

At the Meeting, IMAQ’s stockholders will be asked to consider and vote upon the following proposals, which IMAQ refers to herein as the “Proposals”:

· Proposal 1 — The Business Combination Proposal — to consider and vote, assuming the Charter Proposal (as defined below) is approved and adopted, upon a proposal to approve the transactions contemplated under the Share Purchase Agreement (“SPA”) (such proposal, the “Business Combination Proposal”). A copy of the SPA is attached to this proxy statement as Annex A;

· Proposal 2 — The Charter Proposal — to consider and vote, assuming that the Business Combination Proposal is approved and adopted, upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of IMAQ, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”);

· Proposal 3 — The Advisory Charter Proposals — to approve and adopt, on a non-binding advisory basis, the following material differences between the Proposed Charter and IMAQ’s amended and restated certificate of incorporation in effect as of the date of this proxy statement (the “Current Charter”), which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

(i) Removal of Blank Check Company Provisions — remove various provisions applicable only to blank check companies;

(ii) Authorized Shares of Combined Company’s Preferred Stock — authorize a total of [_] shares of the Combined Company’s preferred stock;

(iii) Director Removal — provide for the removal of directors for cause only by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors; and

(iv) Business Combination — provide that the Combined Company elects not to be governed by Section 203 of the Delaware General Corporation Law, but the Proposed Charter will provide that the Combined Company shall not engage in any business combination with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, subject to certain conditions.

· Proposal 4 — The Directors Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to elect, effective as of the consummation of the Initial Business Combination, a total of seven directors to serve on the board of directors of the Combined Company (such proposal, the “Directors Proposal”);

· Proposal 5 — The Current Charter Amendment Proposal — to consider and vote upon a proposal to modify Article SIXTH (D) (the “NTA Requirement”) in the Current Charter in order to expand the methods that IMAQ may employ to not become subject to the “penny stock” rules of the SEC (such proposal, the “Current Charter Amendment Proposal”); and

· Proposal 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Proposals (such proposal, the “Adjournment Proposal”).

Each of these proposals is more fully described in this proxy statement, which IMAQ encourages you to read carefully in its entirety before voting. After careful consideration, the disinterested members of the IMAQ Board have unanimously approved the SPA and unanimously recommend that IMAQ’s stockholders vote “FOR” approval of the Business Combination Proposal. It is important for you to note that, in the event the Business Combination Proposal is not approved, IMAQ will not consummate a Business Combination. If IMAQ does not consummate a Business Combination and fails to consummate an initial business combination by February 2, 2023, IMAQ will be required to dissolve and liquidate as soon as reasonably practicable, unless IMAQ seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated.

Only holders of record of IMAQ Common Stock at the close of business on [_], 2023 are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments or postponements thereof.

When you consider the IMAQ Board’s recommendation with respect to these proposals, you should keep in mind that IMAQ’s directors and officers have interests in the Business Combination that may conflict with or differ from your interests as a stockholder. See “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Mr. Shibasish Sarkar, the Chairman and Chief Executive Officer of IMAQ is the former Chief Executive Officer of Reliance, and Mr. Sanjay Wadhwa, a director of IMAQ, is an equityholder in Y-Not Films LLP, a subsidiary of Reliance. Due to their present and former affiliation with Reliance, Messrs. Sarkar and Wadhwa recused themselves from the board vote regarding the Business Combination. After careful consideration, the disinterested members of the board of directors of IMAQ have unanimously approved and adopted the SPA and the transactions contemplated therein and unanimously recommend that the IMAQ stockholders vote “FOR” adoption and approval of the Business Combination Proposal. All members of the board of directors of IMAQ unanimously recommend that the IMAQ stockholders vote “FOR” the Charter Proposal, “FOR” the Advisory Charter Proposals,” “FOR” the Directors Proposal, “FOR” the Current Charter Amendment Proposal, and “FOR” the Adjournment Proposal, if presented.

On [_], 2023, the record date for the Meeting, the last sale price of IMAQ Common Stock was $[_]. Each redemption of shares of IMAQ Common Stock by holders of the Public Shares (as defined below) will decrease the amount in the Trust Account (as defined below), which held total assets of approximately $[_] million as of [_], 2023. Unless otherwise specified, the information in this proxy statement assumes that none of the holders of the Public Shares exercise their redemption rights with respect to their shares of Common Stock.

Pursuant to IMAQ’s Current Charter, a holder of the Public Shares may demand that IMAQ redeem such holder’s Public Shares for cash if a business combination is consummated. Holders of the Public Shares will be entitled to receive cash for their Public Shares only if they demand that IMAQ redeem their Public Shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their Public Shares to IMAQ’s transfer agent prior to the vote at the Meeting. If the Business Combination is not consummated, the Public Shares will not be redeemed. If a holder of the Public Shares properly demands redemption and votes for or against the Business Combination Proposal, IMAQ will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the date of the Meeting. See “The Meeting of the IMAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Holders of the outstanding units must separate the units into the underlying shares of IMAQ Common Stock (the “Public Shares”), rights, and warrants sold in IMAQ’s initial public offering prior to exercising redemption rights with respect to the Public Shares. Each of Content Creation Media LLC, a Delaware limited liability company and the sponsor of IMAQ, certain executive officers and directors of IMAQ and affiliates of our management team (collectively, the “Initial Stockholders”) have agreed to waive their redemption rights in connection with the consummation of the Initial Business Combination with respect to any shares of IMAQ Common Stock they may hold, and such shares of IMAQ Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. As of the date of this proxy statement, the Initial Stockholders own [_]% of the issued and outstanding shares of IMAQ Common Stock. The Initial Stockholders have agreed to vote any shares of IMAQ Common Stock owned by them in favor of the Business Combination Proposal and, accordingly, we would need only [_], or [_]%, of the [_] Public Shares to be voted in favor of the Business Combination Proposal in order to have them approved (assuming that only a quorum was present at the meeting).

Holders of the Public Shares may elect to redeem their Public Shares even if they vote for the Business Combination Proposal. Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the Meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Meeting if such stockholder subsequently chooses to participate in the Meeting.

You are encouraged to read carefully this proxy statement in its entirety, including “Risk Factors” beginning on page [_] and the annexes and financial statements of IMAQ and Reliance, including accompanying notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

Shibasish Sarkar

Chief Executive Officer and Chairman of the Board of Directors

International Media Acquisition Corp.

[_], 2023

INTERNATIONAL MEDIA ACQUISITION CORP.
1604 US Highway 130
North Brunswick, NJ 08902
Telephone (212) 960-3677

To be Held on [_], 2023

To International Media Acquisition Corp. Stockholders:

NOTICE IS HEREBY GIVEN that you are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of International Media Acquisition Corp. (“IMAQ,” “we,” “our” or “us”), which will be held at 10:00 a.m., Eastern time, on [_], 2023. Due to the public health concerns relating to the coronavirus pandemic, and our concerns about protecting the health and well-being of our stockholders, the board of directors of IMAQ (the “IMAQ Board”) has determined to convene and conduct the Meeting in a virtual meeting format at https://www.cstproxy.com/[_]. You can participate in the virtual Meeting as described in “Questions and Answers About the Proposals — How may I participate in the virtual Meeting?”

During the Meeting, IMAQ’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals:”

· Proposal 1 — The Business Combination Proposal — to consider and vote, assuming the Charter Proposal (as defined below) is approved and adopted, upon a proposal to approve the transactions contemplated under the SPA (such proposal, the “Business Combination Proposal”). A copy of the SPA is attached to this proxy statement as Annex A;

· Proposal 2 — The Charter Proposal — to consider and vote, assuming that the Business Combination Proposal is approved and adopted, upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of IMAQ, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”);

· Proposal 3 — The Advisory Charter Proposals — to approve and adopt, on a non-binding advisory basis, the following material differences between the Proposed Charter and IMAQ’s amended and restated certificate of incorporation in effect as of the date of this proxy statement (the “Current Charter”), which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

(i) Removal of Blank Check Company Provisions — remove various provisions applicable only to blank check companies;

(ii) Authorized Shares of Combined Company’s Preferred Stock — authorize a total of [_] shares of the Combined Company’s preferred stock;

(iii) Director Removal — provide for the removal of directors for cause only by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors; and

(iv) Business Combination — provide that the Combined Company elects not to be governed by Section 203 of the Delaware General Corporation Law, but the Proposed Charter will provide that the Combined Company shall not engage in any business combination with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, subject to certain conditions.

· Proposal 4 — The Directors Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to elect, effective as of the consummation of the Initial Business Combination, a total of seven directors to serve on the board of directors of the Combined Company (such proposal, the “Directors Proposal”);

· Proposal 5 — The Current Charter Amendment Proposal — to consider and vote upon a proposal to modify Article SIXTH (D) (the “NTA Requirement”) in the Current Charter in order to expand the methods that IMAQ may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (such proposal, the “Current Charter Amendment Proposal”); and

· Proposal 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Proposals (such proposal, the “Adjournment Proposal”).

If IMAQ does not consummate a Business Combination and fails to consummate an initial business combination by February 2, 2023, IMAQ will be required to dissolve and liquidate as soon as reasonably practicable, unless IMAQ seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated.

Pursuant to the Current Charter, a holder of the Public Shares (as defined below) may demand that IMAQ redeem such holder’s Public Shares for cash if a Business Combination is consummated. Holders of the Public Shares will be entitled to receive cash for their Public Shares only if they demand that IMAQ redeem their Public Shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their Public Shares to IMAQ’s transfer agent prior to the vote at the Meeting. If Business Combination is not consummated, the Public Shares will not be redeemed. If a holder of the Public Shares properly demands redemption and votes for or against the Business Combination Proposal, IMAQ will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the date of the Meeting. See “The Meeting of the IMAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Holders of the outstanding units (the “IMAQ Units”) sold in IMAQ’s initial public offering (the “IPO”) must separate the units into the underlying shares of IMAQ Common Stock (the “Public Shares”), rights and warrants sold in the IPO (the “Public Warrants”) prior to exercising redemption rights with respect to the Public Shares.

The Initial Stockholders (as defined herein) have agreed to waive their redemption rights with respect to any shares of IMAQ Common Stock they may hold in connection with the consummation of the Initial Business Combination, and such shares of IMAQ Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. As of the date of this proxy statement, the Initial Stockholders own [_]% of the issued and outstanding shares of IMAQ Common Stock. The Initial Stockholders have agreed to vote any shares of IMAQ Common Stock owned by them in favor of the Business Combination Proposal and, accordingly, we would need only [_], or [_]%, of the [_] Public Shares to be voted in favor of the Business Combination Proposal in order to have them approved (assuming that only a quorum was present at the meeting).

Approval of the Business Combination Proposal will require the affirmative vote of the majority of the issued and outstanding shares of IMAQ Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” each such proposal. Broker non-votes will have no effect on the outcome of each proposal.

Approval of the Charter Proposal requires the vote of the majority of the outstanding shares of IMAQ Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Charter Proposal.

Approval of the Advisory Charter Proposal is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of IMAQ Common Stock present or represented at the Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting. Abstentions will have effect of a vote “AGAINST” the Advisory Charter Proposal. Broker non-votes have no effect on the outcome of the Advisory Charter Proposal.

Approval of the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the shares of IMAQ Common Stock present or represented at the Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” each such proposal. Broker non-votes have no effect on the outcome of each proposal.

Approval of the Directors Proposal requires the vote of a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Votes “withheld” and broker non-votes will have no effect on the vote for the Directors Proposal.

Approval of the Current Charter Amendment Proposal requires the affirmative vote of the holders of the majority of the outstanding shares of IMAQ Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Current Charter Amendment Proposal.

Only IMAQ’s stockholders who hold IMAQ Common Stock of record as of the close of business on [_], 2023 (the “Record Date”) are entitled to vote at the Meeting or any adjournment or postponement thereof. As of the Record Date, there were [_] shares of IMAQ Common Stock issued and outstanding and entitled to vote. This proxy statement is first being mailed to IMAQ stockholders on or about [_], 2023.

Investing in IMAQ Common Stock involves a high degree of risk. See “Risk Factors” for information that should be considered in connection with an investment in IMAQ Common Stock.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES OF IMAQ COMMON STOCK PROMPTLY.

Holders of the Public Shares may elect to redeem their Public Shares even if they vote for the Business Combination Proposal. Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or any adjourned or postponed meeting. Voting by proxy will not prevent you from voting your shares of IMAQ Common Stock online if you subsequently choose to participate in the virtual Meeting. Please note, however, that if your shares of IMAQ Common Stock are held of record by a broker, bank or other nominee and you wish to vote at the Meeting, you must obtain a proxy issued in your name from such holder of record. Only holders of record at the close of business on the Record Date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated as of a later date than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Morrow Sodali LLC, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares of IMAQ Common Stock through a broker, bank or other nominee, you should follow the instructions of your broker, bank or other nominee regarding revocation of proxies.

After careful consideration, the disinterested members of the board of directors of IMAQ have unanimously approved and adopted the SPA and the transactions contemplated therein and unanimously recommend that the IMAQ stockholders vote “FOR” adoption and approval of the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Advisory Charter Proposals, “FOR” the Directors Proposal, “FOR” the Current Charter Amendment Proposal, and “FOR” the Adjournment Proposal, if presented. When you consider the IMAQ Board’s recommendation of the Proposals, you should keep in mind that IMAQ’s directors and executive officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See “Proposal 1 — Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

On behalf of the IMAQ Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

By the order of the Board of Directors,

Shibasish Sarkar

Chief Executive Officer and Chairman of the Board of Directors

International Media Acquisition Corp.

[_], 2023

TABLE OF CONTENTS

Annex A — Reliance Stock Purchase Agreement, dated as of October 22, 2022

Annex B — Second Amended and Restated Certificate of Incorporation of the Combined Company

Annex C — Amended and Restated Bylaws of the Combined Company

Annex D — Fairness Opinion of Houlihan Capital

INTERESTED DIRECTORS AND STOCKHOLDERS

Mr. Shibasish Sarkar, the Chairman and Chief Executive Officer of IMAQ, is the former Chief Executive Officer of Reliance Entertainment Studios Private Limited (“Reliance”), and Mr. Sanjay Wadhwa, a director of IMAQ, is an equityholder in Y-Not Films LLP, a subsidiary of Reliance. Due to their present and former affiliation with Reliance, Messrs. Sarkar and Wadhwa recused themselves from the board vote regarding the Business Combination. In this document, the words “unanimous,” “unanimously” and similar words, when referencing Board action with respect to the Business Combination, mean the unanimous vote of the disinterested members of the Board.

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement, the terms “we,” “us,” “our,” or “IMAQ” refer to International Media Acquisition Corp., a Delaware corporation. In addition, in this proxy statement:

· “Business Combination” means the business combination between IMAQ and Reliance pursuant to the SPA, which will be effected by the acquisition of 100% of the issued and outstanding share capital of Reliance from Seller in a series of transactions, the first of which (the “Initial Business Combination”) satisfies the Nasdaq Capital Market requirement that the fair market value of the initial business combination target company must be at least 80% of the balance in IMAQ’s trust account (less any deferred underwriting commissions and interest released to pay franchise and income taxes) on the execution date of the SPA;

· “Chardan” means Chardan Capital Markets, LLC, lead book-running managing underwriter in connection with the IPO;

· “Closing” means the closing of the Business Combination;

· “Code” means the Internal Revenue Code of 1986, as amended;

“Combined Company” means IMAQ following the consummation of the Initial Business Combination;

· “Continental” means Continental Stock Transfer & Trust Company, transfer agent and registrar for IMAQ Common Stock;

· “Current Charter” means IMAQ’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on July 28, 2021;

· “Effective Time” means the effective time of the Business Combination;

· “Exchange Act” means the Securities Exchange Act of 1934, as amended.

· “Founder Shares” means the outstanding shares of IMAQ Common Stock held by the Sponsor, certain executive officers and directors of IMAQ and affiliates of our management team as of the date of this proxy statement;

· “GAAP” means generally accepted accounting principles in the United States;

· “IMAQ Board” means the board of directors of IMAQ;

· “IMAQ Common Stock” means common stock of IMAQ, $0.0001 par value per share;

· “IMAQ Unit” means a unit consisting of one share of IMAQ Common Stock, one right and one redeemable warrant, with each warrant entitling the holder thereof to purchase three-fourths of one share of IMAQ Common Stock at $11.50 per share;

· “IMAQ Warrants” means warrants of IMAQ exercisable to purchase IMAQ Common Stock;

· “IMAQ Rights” means the rights included in the IMAQ Units issued in the IPO and the Private Placement;

· “HSR Act” means Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended;

· “Initial Stockholder” means each of the Sponsor, certain executive officers and directors of IMAQ and affiliates of our management team who hold the Founder Shares and the Private Units as of the date of this proxy statement;

· “IPO” means IMAQ’s initial public offering consummated on August 2, 2021;

· “JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended;

· “Reliance” means Reliance Entertainment Studios Private Limited, a company incorporated in India;

· “Seller” means Risee Entertainment Holdings Private Limited, a company incorporated in India;

· “SPA” means that certain Stock Purchase Agreement by and among IMAQ, Seller and Reliance, dated as of October 22, 2022;

· “Meeting” means the special meeting of the stockholders of IMAQ to be held on [_], 2023, at 10:00 a.m., Eastern time, via live webcast at the following address https://www.cstproxy.com/[_];

· “Nasdaq” means the Nasdaq Stock Market LLC;

· “Proposals” means, collectively, the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Current Charter Amendment Proposal, and the Adjournment Proposal;

· “Private Placement” means the sale of the Private Units concurrently with the consummation of the IPO.

· “Private Units” means the IMAQ Units sold to the Initial Stockholders concurrently with the consummation of the IPO;

· “Public Shares” means IMAQ Common Stock underlying the IMAQ Units sold in the IPO;

· “Public Units” means the IMAQ Units sold in the IPO;

· “Public Warrants” means warrants underlying the IMAQ Units sold in the IPO;

· “Public Rights” means rights underlying the IMAQ Units sold in the IPO;

· “Record Date” means [_], 2023;

· “SEC” means the Securities and Exchange Commission;

· “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;

· “Sponsor” means Content Creation Media LLC, a Delaware limited liability company;

· “Trust Account” means the trust account of IMAQ, which holds the net proceeds of the IPO and the sale of the Private Units, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as an IMAQ’s stockholder, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the Proposals. Additional important information is also contained in the annexes to, and the documents referred to, this proxy statement.

Under the SPA, IMAQ will acquire 100% of the issued and outstanding shares of Reliance from Seller, in a series of transactions, for a cash purchase price as described in “Proposal 1 — the Business Combination Proposal — The SPA — Business Combination Consideration.”

The IMAQ Board is soliciting your proxy to vote for the Business Combination Proposal and the other Proposals at the Meeting because you owned IMAQ Common Stock at the close of business on [_], 2023, which is the Record Date for the Meeting and are therefore entitled to vote at the Meeting.

This proxy statement and the annexes to, and the documents referred to in, this proxy statement contain important information about the Business Combination Proposal and the other Proposals to be acted upon at the Meeting. You should read this proxy statement and the annexes to, and the documents referred to in, this proxy statement carefully in their entirety. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and the annexes to, and the documents referred to in, this proxy statement.

· Proposal 1 — The Business Combination Proposal — to consider and vote, assuming the Charter Proposal (as defined below) is approved and adopted, upon a proposal to approve the transactions contemplated under the SPA (such proposal, the “Business Combination Proposal”). A copy of the SPA is attached to this proxy statement as Annex A;

· Proposal 2 — The Charter Proposal — to consider and vote, assuming that the Business Combination Proposal is approved and adopted, upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of IMAQ, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”);

· Proposal 3 — The Advisory Charter Proposal — to approve and adopt, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

(i) Removal of Blank Check Company Provisions — remove various provisions applicable only to blank check companies;

(ii) Authorized Shares of Combined Company’s Preferred Stock — authorize a total of [_] shares of the Combined Company’s preferred stock;

(iii) Director Removal — provide for the removal of directors for cause only by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors; and

(iv) Business Combination — provide that the Combined Company elects not to be governed by Section 203 of the Delaware General Corporation Law, but the Proposed Charter will provide that the Combined Company shall not engage in any business combination with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, subject to certain conditions.

· Proposal 4 — The Directors Proposal — to consider and vote, assuming the Business Combination Proposal is approved and adopted, upon a proposal to elect, effective as of the consummation of the Initial Business Combination, a total of seven directors to serve on the board of directors of the Combined Company (such proposal, the “Directors Proposal”);

· Proposal 5 — The Current Charter Amendment Proposal — to consider and vote upon a proposal to modify Article SIXTH (D) (the “NTA Requirement”) in the Current Charter in order to expand the methods that IMAQ may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (such proposal, the “Current Charter Amendment Proposal”); and

· Proposal 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposal, the Directors Proposal, and the Current Charter Amendment Proposal (such proposal, the “Adjournment Proposal”).

· Proposal 1 — Approval of the Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of IMAQ Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” the Business Combination Proposal. Broker non-votes will have no effect on the outcome of the Business Combination Proposal.

· Proposal 2 — Approval of the Charter Proposal requires the vote of the majority of the outstanding shares of IMAQ Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Charter Proposal.

· Proposal 3 — Approval of the Advisory Charter Proposal is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of IMAQ Common Stock present or represented at the Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” the Advisory Charter Proposal. Broker non-votes have no effect on the outcome of the Advisory Charter Proposal.

· Proposal 4 — Approval of the Directors Proposal requires the vote of a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Votes “withheld” and broker non-votes will have no effect on the vote for the Directors Proposal.

· Proposal 5 — Approval of the Current Charter Amendment Proposal requires the affirmative vote of the holders of the majority of the outstanding shares of IMAQ Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Current Charter Amendment Proposal.

· Proposal 6 — Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of IMAQ Common Stock present or represented at the Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” the Adjournment Proposal. Broker non-votes have no effect on the outcome of the Adjournment Proposal.

Each of the Charter Proposal (Proposal 2), the Advisory Charter Proposal (Proposal 3), the Directors Proposal (Proposal 4), and the Current Charter Amendment Proposal (Proposal 5) is conditioned upon the approval of the Business Combination Proposal (Proposal 1).

If IMAQ does not consummate a Business Combination and fails to consummate an initial business combination by February 2, 2023, then, pursuant to the Current Charter, IMAQ will be required to dissolve and liquidate as soon as reasonably practicable, unless IMAQ seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated.

If the Business Combination is not approved by IMAQ’s stockholders, then IMAQ will not proceed with the Business Combination.

If the Business Combination is not consummated and if IMAQ otherwise fails to consummate an initial business combination by February 2, 2023, then IMAQ will be required to dissolve and liquidate as soon as reasonably practicable, unless IMAQ seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated, as provided in the Current Charter.

In any dissolution and liquidation of IMAQ, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro rata to holders of shares of IMAQ Common Stock who acquired their shares of IMAQ Common Stock in the IPO or in the open market. The estimated consideration that each share of IMAQ Common Stock would be paid at dissolution or liquidation would be approximately $[_] per share for stockholders based on amounts on deposit in the Trust Account as of [_], 2023.

Therefore, if the Current Charter Amendment Proposal is not approved, IMAQ would still be able consummate the Business Combination in the minimum redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”) if the Business Combination is approved by IMAQ’s stockholders.

If the Current Charter Amendment Proposal is not approved, IMAQ would not be able to consummate (no matter how IMAQ’s stockholders vote) the Business Combination in the maximum redemption scenario (discussed in more detail in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”).

If the Current Charter Amendment Proposal is approved, IMAQ would be able to consummate (assuming IMAQ’s stockholders also voted in favor) the Business Combination in any redemption scenario (discussed in more detail in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”);.

If the Business Combination Proposal is approved, Closing is conditioned upon the approval of the Current Charter Amendment Proposal.

Approval of the Current Charter Amendment Proposal requires the affirmative vote of the holders of the majority of the outstanding shares of IMAQ Common Stock.

Following the closing of the Business Combination, the Combined Company will need to raise sufficient capital or debt to sustain its operations and service its existing debt obligations. There is no assurance that the Combined Company will be able to raise sufficient capital or debt to sustain its operations and service its existing debt obligations. See “Risk Factors — The Combined Company will take on substantial indebtedness in connection with the consummation of the Business Combination, which could materially and adversely affect the Combined Company’s financial position, including decreasing business flexibility, impacting ratings and increasing borrowing costs.” and “— The Combined Company will require additional capital in the future, which may not be available or may only be available on unfavorable terms. We may also encounter difficulty in obtaining funds to meet our commitments.”

After the Meeting, the public stockholders will not have an opportunity to change their votes related to the Business Combination and/or approve any additional financing sources that IMAQ or the Combined Company secures. See “Risk Factors — The Combined Company will take on substantial indebtedness in connection with the consummation of the Business Combination, which could materially and adversely affect the Combined Company’s financial position, including decreasing business flexibility, impacting ratings and increasing borrowing costs.” and “— The Combined Company will require additional capital in the future, which may not be available or may only be available on unfavorable terms. We may also encounter difficulty in obtaining funds to meet our commitments.”

Such a purchase would include a contractual acknowledgment that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling stockholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. It is intended that, if Rule 10b-18 would apply to purchases by our sponsor, directors, executive officers, advisors or any of their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Business Combination Proposal and the other Proposals or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase Public Shares, rights or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

The purpose of any such transactions could be to (i) increase the likelihood of obtaining stockholder approval of the Business Combination, (ii) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with the Business Combination, (iii) reduce the number of rights outstanding and/or increase the likelihood of approval on any matters submitted to the rights holders for approval in connection with the Business Combination or (iv) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the Business Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of tender offer or proxy materials in connection with the Business Combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the Business Combination, whether or not such stockholder has already submitted a proxy with respect to the Business Combination but only if such shares have not already been voted at the general meeting related to the Business Combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which stockholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, directors, executive officers, advisors or their affiliates were to purchase shares or warrants from public stockholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

Please see “Risk Factors -  Activities taken by IMAQ’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the IMAQ securities.”

While the Initial Stockholders have agreed to vote their shares in favor of the Business Combination Proposal and the other Proposals, stockholders should consider that the Initial Stockholders may have interests that are different from, or in addition to, those of other stockholders, and have incentives to complete the Business Combination even if it is with a less favorable target company or on less favorable terms, rather than liquidate. See the immediately following question and answer for additional information on such conflicts.

As of [_], 2023, the Sponsor owns [_] shares of IMAQ common stock and IMAQ directors David M. Taghioff, Deepak Nayar, Klaas P. Baks, Paul F. Pelosi, Jr. and Suresh Ramamurthi each own 30,000 shares of IMAQ Common Stock. These shares had an aggregate market value of approximately $[_] million based on the closing price of IMAQ’s Common Stock of $[_] on Nasdaq as of [_], 2023. These shares will be worthless if we fail to consummate an initial business combination prior to February 2, 2023.

In addition, if an initial business combination is not consummated, IMAQ’s Sponsor will not receive reimbursement for any out-of-pocket expenses incurred to the extent that such expenses exceed the amount of available proceeds that were held outside of the Trust Account from the IPO and Private Placement. As of [_], 2023, the Sponsor, officers and directors of IMAQ are not owed any such out-of-pocket expenses.

In addition, as of November 7, 2022, IMAQ owes the Sponsor approximately $1,295,000 that has been drawn under certain promissory notes between IMAQ and Sponsor, the balance of which is payable by IMAQ after the date of consummation of a business combination. In the event that a business combination does not close, IMAQ may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the Trust Account would be available for such repayment.

On July 26, 2022, at a special meeting of the Company’s stockholders, 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, 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. On July 27, 2022, the Sponsor deposited an aggregate of $350,000 into IMAQ’s Trust Account in order to extend the time available to us to consummate our initial business combination from August 2, 2022 to November 2, 2022. On October 28, 2022, the Sponsor deposited an additional $350,000 into IMAQ’s Trust Account in order to extend the time available to us to consummate our initial business combination from November 2, 2022 to February 2, 2023 (the “Extension”). The Extension is the second and last of up to two three-month extensions permitted under IMAQ’s governing documents. The Extension provides IMAQ with additional time to complete the Business Combination. The Sponsor received non-interest bearing, unsecured promissory notes equal to the amount of the deposits that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the Trust Account to do so. Such notes would be paid upon consummation of our initial business combination.

Lastly, if the Business Combination is completed, the current members of the IMAQ Board will be appointed to serve as members of the Combined Company’s Board and expect to receive compensation for services in an amount to be determined by the Combined Company’s Board following the consummation of the Initial Business Combination. Following the consummation of the Initial Business Combination, Reliance will become a subsidiary of IMAQ. Pursuant to the Shareholders’ Agreement (as defined below), immediately at Initial Closing (as defined below), the board of directors of Reliance shall consist of five directors, three of whom shall be nominated by IMAQ and the other two shall be nominated by the Seller (as defined below), each to serve for a term of two years. Pursuant to the Shareholders’ Agreement, if IMAQ defaults under the SPA, then, in addition to cerain other remedies, the Seller would have the right to obtain majority control of Reliance Board and appoint the majority of the Reliance Board members. The Shareholders’ Agreement or any default by IMAQ under the SPA will have no impact on the constitution of the parent company’s board of directors. See “Proposal 1 — The Business Combination Proposal — Certain Related Agreements  — Shareholders’ Agreement” for more information.

These interests may influence the IMAQ Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Proposals. In light of the foregoing, the Sponsor and IMAQ’s executive officers and directors will receive material benefits from the completion of the Business Combination and have incentives to complete the Business Combination rather than liquidate even if (i) Reliance is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and our directors and executive officers who hold Founder Shares and/or Private Units may receive a positive return on their investment(s), even if IMAQ’s public stockholders experience a negative return on their investment after consummation of the Business Combination. For example, the Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.004 per Founder Share. As a result of the low acquisition cost of our Founder Shares, the Sponsor, its affiliates and our management team could make a substantial profit even if the acquisition targets subsequently decline in value or become unprofitable for our public stockholders.

The IMAQ Board was aware of and considered these interests and facts, among other matters, in evaluating and approving the Business Combination and in recommending to IMAQ stockholders that they approve the Business Combination.

Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.

The holders of the Public Shares may seek to have their Public Shares redeemed regardless of whether they vote for or against the Business Combination Proposal and whether or not they are holders of IMAQ Common Stock as of the Record Date. Any holder of the Public Shares who holds Public Shares on or before [_], 2023 (two business days before the Meeting) will have the right to demand that such holder’s Public Shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account upon the consummation of the Initial Business Combination. The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of IMAQ Common Stock underlying the Public Units. See “The Meeting of the IMAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of IMAQ Common Stock for cash.

All outstanding Public Warrants will continue to be outstanding notwithstanding the actual redemptions. The value of our outstanding Public Warrants was approximately US$[_] based on the closing price of the Public Warrants of US$[_] on The Nasdaq Capital Market as of [_], 2023. The potential for the issuance of a substantial number of additional shares of IMAQ Common Stock upon exercise of these Public Warrants could make the combined company less attractive to investors. Any such issuance will increase the number of issued and outstanding IMAQ Common Stock and reduce the value of the outstanding shares of IMAQ Common Stock. Therefore, the outstanding Public Warrants could have the effect of depressing IMAQ’s share price.

Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the shares of IMAQ Common Stock included in the Public Units (the “20% threshold”). Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a holder of the Public Shares or a “group” will not be redeemed for cash.

The IMAQ stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and to effect delivery. It is IMAQ’s understanding that the IMAQ stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, IMAQ does not have any control over this process, and it may take longer than two weeks. The IMAQ stockholders who hold their Public Shares in street name will have to coordinate with their bank, broker or other nominee to have their Public Shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with IMAQ’s consent, until the vote is taken with respect to the Business Combination Proposal. If you delivered your Public Shares for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return your Public Shares (physically or electronically). You may make such request by contacting Continental at the phone number or address listed under the question “— Who can help answer my questions?”

To vote online at the virtual Meeting, follow the instructions under the question “— How may I participate in the virtual Meeting?” To vote using the proxy card, complete, sign and date the proxy card and return it in the self-addressed, postage-paid envelope. If you return your signed proxy card before the Meeting, we will vote your Public Shares as you direct in the proxy card. To vote via the telephone, call the telephone number on the enclosed proxy card, and easy-to-follow voice prompts will allow you to vote your Public Shares and confirm that your instructions have been properly recorded. To vote via the Internet, please go to https://www.cstproxy.com/[_] and follow the instructions and confirm that your instructions have been properly recorded. Please have your proxy card handy when you call or go to the website.

Telephone and Internet voting for the IMAQ stockholders of record will be available 24 hours a day until 11:59 p.m., Eastern time, on _________, 2022. After that, telephone and Internet voting will be closed and, if you want to vote your Public Shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the virtual Meeting to vote your Public Shares.

If your Public Shares are registered in the name of your bank, broker or other nominee, you are the “beneficial owner” of such Public Shares and such Public Shares are considered as held in “street name.” If you are a beneficial owner of Public Shares registered in the name of your bank, broker or other nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your Public Shares electronically over the Internet or by telephone. A large number of banks and brokers offer Internet and telephone voting. If your bank, broker or other nominee does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you plan to vote at the virtual Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a valid proxy card from your bank, broker or other nominee reflecting the number of shares of IMAQ Common Stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Meeting for processing your control number.

After obtaining a valid proxy card from your bank, broker or other nominee, to register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your Public Shares along with your name and email address to Continental. Requests for registration should be directed by telephone to [(917) 262-2373] or by email to [proxy@continentalstock.com]. Requests for registration must be received no later than 5:00 p.m., Eastern time, on [_], 2023.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.

You can pre-register to attend the virtual Meeting starting on [_], 2023. Go to https://www.cstproxy.com/[_] and enter the control number found on the proxy card you previously received, as well as your name and email address. Once you pre-register, you can vote. At the start of the Meeting, you will need to re-log into https://www.cstproxy.com/[_] using your control number.

If your Public Shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

The notice of the Meeting, this proxy statement and form of proxy card are available at https://www.cstproxy.com/[_].

A “broker non-vote” occurs when a bank, broker or other nominee of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Meeting.

Broker non-votes will count as a vote “AGAINST” the Business Combination Proposal (Proposal 1), and the Charter Proposal (Proposal 2) and will have no effect on the vote for the Advisory Charter Proposal (Proposal 3), the Directors Proposal (Proposal 4), the Current Charter Amendment Proposal (Proposal 5), and the Adjournment Proposal (Proposal 6).

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower,
Stamford, CT 06902
Toll Free: (800) 662-5200 or (203) 658-9400
Email: IMAQ.info@investor.morrowsodali.com

Unless revoked, a proxy will be voted at the virtual Meeting in accordance with your indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Furthermore, following the closing of the Business Combination, the Combined Company will need to raise sufficient capital or debt to sustain its operations and service its existing debt. There is no assurance that the Combined Company will be able to raise sufficient capital or debt to sustain its operations and service its existing debt obligations, or that such financing will be on terms that are favorable to the Combined Company. See “Risk Factors — The Combined Company will take on substantial indebtedness in connection with the consummation of the Business Combination, which could materially and adversely affect the Combined Company’s financial position, including decreasing business flexibility, impacting ratings and increasing borrowing costs.” and “— The Combined Company will require additional capital in the future, which may not be available or may only be available on unfavorable terms. We may also encounter difficulty in obtaining funds to meet our commitments.”

The Initial Stockholders have waived their right to receive distributions with respect to any shares of IMAQ Common Stock held by them upon the liquidation of the Trust Account, if IMAQ is unable to consummate an initial business combination within the required time period and have also waived their redemption rights in connection with the consummation of the Initial Business Combination. No person was paid any consideration in exchange for these waivers.

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower,
Stamford, CT 06902
Toll Free: (800) 662-5200 or (203) 658-9400
Email: IMAQ.info@investor.morrowsodali.com

You may also obtain additional information about IMAQ from documents filed by IMAQ with the SEC. See “Where You Can Find More Information.”

SUMMARY OF THIS PROXY STATEMENT

This summary highlights selected information contained in this proxy statement but does not contain all of the information that may be important to you. Accordingly, IMAQ encourages you to read carefully this proxy statement, including the annexes and IMAQ’s, Reliance’s financial statements, including the accompanying notes, to fully understand the Business Combination before voting on the Proposals to be considered at the Meeting.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by the IMAQ stockholders.

Parties to the Business Combination

IMAQ

IMAQ is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities. Although our efforts to identify a prospective target business are not limited to a particular geographic region or industry, we have focused on Content,films, post production,visual effects, animation, straming, AR/VER, music, digital media, gaming and esports. IMAQ has until February 2, 2023 to consummate the Business Combination or an initial business combination.

On August 2, 2021, we consummated the IPO of 20,000,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $200,000,000. Simultaneously with the consummation of the IPO, we consummated the sale of 714,400 Private Units in a private placement transaction to the Sponsor, generating additional gross proceeds of $7,144,000.

On August 6, 2021, in connection with the underwriters’ exercise in full of their option to purchase up to 3,000,000 additional Public Units to cover over-allotments, if any, we consummated the sale of an additional 3,000,000 Units, at $10.00 per Public 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 the Sponsor, generating gross proceeds of $825,000.

After deducting the underwriting discounts, offering expenses and commissions from the IPO and the sale of the Private Units, a total of $230,000,000 of the net proceeds from the IPO and the sale of the Private Units was deposited into the Trust Account established for the benefit of the holders of the Public Shares, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective Business Combination and continuing general and administrative expenses.

On July 26, 2022, at a special meeting of the Company’s stockholders (the “July 2022 Special 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, 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. On July 27, 2022, the Sponsor deposited an aggregate of $350,000 into IMAQ’s Trust Account in order to extend the time available to us to consummate our initial business combination from August 2, 2022 to November 2, 2022. On October 28, 2022, the Sponsor deposited an additional $350,000 into IMAQ’s Trust Account in order to extend the time available to us to consummate our initial business combination from November 2, 2022 to February 2, 2023. In connection with the July 2022 Special Meeting, IMAQ’s stockholders elected to redeem an aggregate of 20,858,105 Public Shares, and following such redemptions, there were 2,141,895 Public Shares outstanding. As of November 7, 2022, IMAQ had cash of $3,833 outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of September 30, 2022, there was approximately $21,575,755 held in the Trust Account.

In accordance with the Current Charter, the amounts held in the Trust Account may only be used by IMAQ upon the consummation of the Initial Business Combination or an initial business combination, except that there can be released to IMAQ, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the consummation of the Initial Business Combination or an initial business combination and IMAQ’s dissolution or liquidation. If IMAQ does not consummate the Business Combination and fails to consummate an initial business combination by February 2, 2023, then, pursuant to the Current Charter, IMAQ will be required to dissolve and liquidate as soon as reasonably practicable, unless IMAQ seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated.

For the three months ended June 30, 2022, we had a net loss of $204,671, which resulted from franchise tax and income tax expense of $80,953, formation and operating costs of $521,964 and was offset in part by a change in the fair value of our warrant liability of $87,659 and interest and dividend income on investments held in the Trust Account of $310,587.

For the three months ended June 30, 2021, we had a net loss of $864, which resulted from formation and operating costs of $864.

For the six months ended June 30, 2022, we had a net loss of $520,650, which resulted from franchise tax and income tax expense of $129,720, formation and operating costs of $931,872 and was offset in part by a change in the fair value of our warrant liability of $207,194 and interest and dividend income on investments held in the Trust Account of $333,748.

As of September 30, 2022, IMAQ had cash and marketable securities of $21,575,755 held in the Trust Account. IMAQ intends to use substantially all of the funds held in the Trust Account after redemptions, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete the initial business combination. To the extent that common stocks or debt is used, in whole or in part, as consideration to complete the initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of November 07, 2022, IMAQ had cash of $3,833 outside of the Trust Account. IMAQ intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

The IMAQ Units, IMAQ Common Stock, IMAQ Warrants and IMAQ Rights are currently listed on Nasdaq under the symbols “IMAQU,” “IMAQ,” “IMAQW,” and “IMAQR,” respectively. The IMAQ Units commenced trading on Nasdaq on July 29, 2021, and IMAQ Common Stock, IMAQ Warrants and IMAQ Rights commenced separate trading from the IMAQ Units on August 17, 2021.

IMAQ’s principal executive offices are located at 1604 US Highway 130, North Brunswick, NJ 08902, and its telephone number is (212) 960-3677.

Reliance

Reliance Entertainment Studios Private Limited (the “Company” or “Reliance”) is a private limited company formed and doing business under the laws of India. The Company is engaged in the business of media, entertainment, and film production including the creation, acquisition, marketing and distribution of content across film, television, web and digital platforms, animation, games and new media. The Company is also engaged in related, ancillary and derivative products and services which, without limitation, include artist management, film production (including pre and post), media planning and buying services, licensing, merchandising, training and education, music, public performances, OTT platforms, import, export, and trading in the media and entertainment sector (collectively, the “Business”), and conducts this Business by itself and through its four subsidiaries (“Subsidiaries”) and seven joint ventures (“Joint Ventures,” and together with the Company and Subsidiaries, the “Company Group”).

Reliance is the successor entity to RBEP Entertainment Pvt. Ltd. (“RBEP”) which has been in business since 2015. Reliance was formed in 2019 and between 2020 and 2022 acquired all the assets, rights and interests of RBEP in the Joint Ventures and Subsidiaries.

The Company is an Indian-owned entity in the filmed entertainment industry, and the Company Group has built a large film portfolio across Hindi, English, and other major Indian languages such as Tamil, Telugu, and Bengali. Furthermore, Reliance is the only significant entity in the filmed entertainment industry, which strategically owns and operates new-media divisions across animation and mobile gaming that successfully leverage film intellectual property produced by Reliance as well as licensed from other studios.

The Company Group has produced and/or distributed approximately 400 films with cumulative gross box office proceeds in excess of USD 1 billion. Marquee films distributed by the Company include “3 Idiots,” “Don 2,” “The Singham Franchise,” “Toilet: Ek Prem Katha,” and “Golmaal Again.” Reliance has worked and continues to work with some of the top talent from the Indian film industry for its filmed entertainment business.

The Company Group has also established distribution channels and syndication coverage across the Indian subcontinent and in over 100 other countries, with strategic investments in the U.S. and Chinese markets.

While the Company’s business has been severely impacted by COVID-19 in FY 2020-21, Reliance's revenue has grown significantly during FY 2021-22 due to blockbuster film releases, with the reopening of cinemas across the country, and a number of successful OTT and TV shows. Owing to this, the Company’s consolidated revenue increased from INR 936.84 Mn in the year ended March 31, 2021 to INR 4,411.72 Mn. in the year ended March 31, 2022. Further, its consolidated revenue has grown from INR 241.81 Mn in the three months ended June 30, 2021 to INR 378.26 Mn in the three months ended June 30, 2022. In addition, during FY 2021-22, the Company had consolidated net loss of INR 262.63 Mn and negative Adjusted EBITDA of INR 88.57 Mn compared to consolidated net loss of INR 160.14 Mn and negative Adjusted EBITDA of INR 35.65 Mn in FY2020-21.

For a reconciliation of net income to Adjusted EBITDA for these periods, see “— Non-GAAP Financial Measures — Adjusted EBITDA and Adjusted EBITDA Margin.”

Reliance Financial Analysis

The following is a summary of the financial analyses prepared by IMAQ management in conjunction with Reliance management with respect to the Enterprise Value of Reliance. The summary set forth below does not purport to be a complete description of the financial analysis performed or factors considered by IMAQ.

In performing its analyses, IMAQ made several material assumptions with respect to, among other things, the current and future pipeline of various film, OTT and animation projects as presented by Reliance management along with Reliance’s ability to execute these projects during specific financial years thereby impacting the timing of various related revenue streams, the market size and related industry performance of certain new media business including streaming/OTT, animation and gaming, and general business and macro-economic conditions and numerous other matters, many of which are beyond the control of IMAQ, Reliance, or any other parties to the Business Combination.

No member of IMAQ or Reliance, nor any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the Enterprise Value of Reliance do not purport to be formal appraisals or reflect the prices at which IMAQ shares may actually be valued upon closing of the Business Combination. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following analysis, to the extent that it is based on market data, is based on market data as it existed on or before the time of such analysis and is not necessarily indicative of current market conditions.

Comparable Company Analysis

With respect to the valuation of Reliance, IMAQ reviewed certain publicly available financial information of other companies, selected based on the experience and the professional judgment of IMAQ management in conjunction with Reliance management. Specifically, IMAQ & Reliance selected companies which are engaged in the business of content production across film, OTT and animation (and more specifically animation for the kids segment) with a focus on companies with Enterprise Values under USD 1 billion, with the exception of Lions Gate and AMC Networks, which were included due to their unique combination of business, which included both content production and content distribution via OTT, a segment IMAQ is actively seeking to enter into in the near future.

The selected companies were:

None of the selected companies have characteristics identical to Reliance. While Thunderbird Entertainment and Boat Rocker Media are focused on production of film & streaming content, WildBrain and Genius Brands are focused more on kids animation content, but none of the companies had business units that focused on mobile gaming. An analysis of the selected companies is not purely quantitative but, rather, it involves complex considerations and judgements concerning differences in business, operating and financial characteristics of the selected companies and a variety of other factors that could affect the public trading values of the companies reviewed.

IMAQ reviewed the following valuation benchmarks of Reliance in comparison to the Comparables with data as of September 7, 2022, which IMAQ management deemed relevant based on its professional judgment and expertise:

Based on the analyses performed, the IMAQ management determined that the proposed valuation for the Business Combination valued Reliance attractively as compared to comparable public companies based on the companies’ projected CY23 revenue figures. Furthermore, IMAQ also believed Reliance to be uniquely positioned in the media & entertainment sector in India given its presence in both “old” media segments, i.e., film & TV as well as “new” media segments, i.e., streaming/OTT and, more so, animation & mobile gaming. Hence, IMAQ determined Reliance’s enterprise value to be even more compelling as the “new” media segments grow in the coming years.

The Business Combination

On October 22, 2022, International Media Acquisition Corp. (“IMAQ”) entered into a Stock Purchase Agreement (the “SPA”) with Risee Entertainment Holdings Private Limited, a company incorporated in India (“Seller”), and Reliance Entertainment Studios Private Limited, company incorporated in India (“Reliance”). Pursuant to the terms of the SPA, a business combination between IMAQ and Reliance will be effected by the acquisition of 100% of the issued and outstanding share capital of Reliance from Seller in a series of transactions (collectively, the “Business Combination”), the first of which (as further described in this proxy statement, the “Initial Business Combination”) satisfies the Nasdaq Capital Market requirement that the fair market value of the initial business combination target company must be at least 80% of the balance in IMAQ’s trust account (less any deferred underwriting commissions and interest released to pay franchise and income taxes) on the execution date of the SPA. The combined company following the consummation of the Initial Business Combination is referred to in this proxy statement as the “Combined Company.” The board of directors of IMAQ has (i) approved and declared advisable the SPA and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the SPA and related transactions by the stockholders of IMAQ. All capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed to such terms in the SPA.

Business Combination Consideration

In accordance with the terms and subject to the conditions of the SPA, the Seller shall, in exchange for the consideration set forth below, sell, transfer, convey, assign and deliver to IMAQ, and IMAQ shall purchase, acquire and accept from the Seller all rights, title and interest in and to the shares of Reliance (the “Company Shares”) in the manner described herein, free and clear of all liens, excepting only restrictions on the subsequent transfer of the Company Shares by IMAQ imposed under applicable laws, IMAQ’s organizational documents, and the Shareholders’ Agreement (as defined below). Such purchases shall be made as follows:

(a) Tranche 1: IMAQ shall purchase and Seller shall sell 3,920 Company Shares (the “Tranche 1 Company Shares”) at the initial closing of the Business Combination which shall occur within four days of the satisfaction or waiver of the closing conditions set forth in the SPA (the “Initial Closing,” and any subsequent closing thereafter, an “Additional Closing”), which shares shall represent 39.20 % of the fully diluted equity ownership of Reliance as of the date of the Initial Closing, for the higher of: (i) the fair market value of the Tranche 1 Company Shares determined in accordance with the requirements of the Foreign Exchange Management Act, 1999, of the Republic of India (the “FEMA”), or (ii) $40,000,000;

(b) Tranche 2: IMAQ shall purchase and Seller shall sell 1,570 Company Shares (“Tranche 2 Company Shares”) on or prior to the 90th day following the Initial Closing for the higher of: (i) the fair market value of the Tranche 2 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $16,000,000 (and simultaneously, IMAQ shall also infuse $4,000,000 as primary equity capital into Reliance and be issued common equity shares in Reliance against such subscription amount, or, alternatively, IMAQ may also infuse this amount as a loan to Reliance in accordance with applicable laws), which shares (i.e., the Tranche 2 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased under paragraph (a) above) represent 54.90% of the fully diluted equity ownership of Reliance as of such Additional Closing;

(c) Tranche 3: IMAQ shall purchase and Seller shall sell 1,960 Company Shares (“Tranche 3 Company Shares”) on or prior to 12 months from the Initial Closing for the higher of: (i) the fair market value of the Tranche 3 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $20,000,000 (and simultaneously, IMAQ shall also infuse $20,000,000 as primary equity capital into Reliance and be issued common equity shares in Reliance against such subscription amount, or, alternatively, IMAQ may also infuse this amount as a loan to Reliance in accordance with applicable laws), which shares (i.e., the Tranche 3 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased and subscribed under paragraphs (a) and (b) above, as the case may be) represent 74.50% of the fully diluted equity ownership of Reliance as of such Additional Closing;

(d) Tranche 4: IMAQ shall purchase and Seller shall sell 2,550 Company Shares (“Tranche 4 Company Shares”) on or prior to 18 months from the Initial Closing for the higher of: (i) the fair market value of the Tranche 4 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $26,000,000 (and simultaneously, IMAQ shall also infuse $14,000,000 as primary equity capital into Reliance and be issued common equity shares in Reliance against such subscription amount, or, alternatively IMAQ may also infuse this amount as a loan to Reliance in accordance with applicable Laws), which shares (i.e., the Tranche 4 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased and subscribed under paragraphs (a), (b) and (c) above, as the case may be) represent 100% of the fully diluted equity ownership of Reliance as of such Additional Closing.

(e) Reliance shall, and IMAQ shall ensure that, all primary investments into Reliance by IMAQ as contemplated under the SPA, aggregating to $38,000,000, shall be used solely for the purposes of repayment of the inter-company loans aggregating to $38,000,000 as existing on the books of Reliance at the Initial Closing (the “Existing Inter-Company Loans”), as set forth in the SPA.

(f) Any loan extended by IMAQ to Reliance pursuant to paragraphs (b) to (d) above shall be repaid (including any interest repayment or payment of charges) by Reliance only after the Seller has been paid the entire consideration contemplated under the SPA.

At the Initial Closing and each Additional Closing, the applicable consideration will be paid by IMAQ to the Seller in Indian National Rupees, the currency of the Republic of India (“INR”), based upon the foreign exchange rates published by Bloomberg as set forth in the SPA.

Further, under Indian exchange control regulations (namely, the Foreign Exchange Management Act, 1999 and regulations framed thereunder), if an overseas buyer (in this case, IMAQ) purchases shares of an Indian company (in this case, Reliance) from an Indian seller (in this case, Seller), the purchase consideration payable to the Indian selling shareholder cannot be less than the fair market value of such shares determined at the time of the sale. Hence, if the fair market value at the time of the sale is higher than $102,000,000 then such higher amount shall be payable to ensure compliance with the said Indian exchange control regulations. There is however, no other maximum aggregate consideration envisaged in this transaction other than compliance with the aforesaid regulations. The fair market value has to be determined at each stage of payment of the four tranches. IMAQ does not expect any change in the consideration payable as Tranche 1 and 2 (i.e. Tranche 1 of $40,000,000 and Tranche 2 of $16,000,000). With regard to Tranches 3 and 4, the fair market valuation report pertaining to the shares of Reliance will need to be obtained and the payment of the balance two Tranches 3 and 4 will be paid accordingly. With respect to the payment of $38,000,000, the fair market value is not a relevant factor if this amount is paid as a loan by IMAQ to Reliance (and thereafter used by Reliance for repayment of existing loans taken from Seller). However, if this amount of $38,000,000 is infused by IMAQ into Reliance as subscription consideration for issuance of fresh shares to IMAQ, then such fresh shares shall also have to be issued at a per share price which is not less than the fair market value determined at the time of such issuance of fresh shares.

Anticipated Accounting Treatment.

The Business Combination between IMAQ and Reliance is expected to be accounted for as a forward business acquisition with IMAQ as the accounting acquirer.

See “Proposal 1 — The Business Combination Proposal” for additional information about the Business Combination Proposal, the SPA and the related agreements entered or to be entered into connection therewith. A copy of the SPA is attached to this proxy statement as Annex A.

Management

Upon the consummation of the Initial Business Combination, all of directors of IMAQ will remain on the board of the Combined Company and all officers of IMAQ will remain in place. See “Management of the Combined Company” for additional information on directors and executive officers of the Combined Company following the consummation of the Initial Business Combination. See “Management of the Combined Company” for additional information on directors and executive officers of the Combined Company following the consummation of the Initial Business Combination. In addition, following the consummation of the Initial Business Combination, Reliance will become a subsidiary of IMAQ. Pursuant to the Shareholders’ Agreement (as defined below), immediately at Initial Closing (as defined below), the board of directors of Reliance shall consist of five directors, three of whom shall be nominated by IMAQ and the other two shall be nominated by the Seller (as defined below), each to serve for a term of two years. Pursuant to the Shareholders’ Agreement, if IMAQ defaults under the SPA, then, in addition to cerain other remedies, the Seller would have the right to obtain majority control of Reliance Board and appoint the majority of the Reliance Board members. This would be achieved by the relevant number of IMAQ director nominees resigning and additional director nominees of the Seller being appointed to the Board of Reliance in order to reconstitute the board to reflect majority control of the Seller. The Shareholders’ Agreement or any default by IMAQ under the SPA will have no impact on the constitution of the parent company’s board of directors. (See “Proposal 1 — The Business Combination Proposal — Certain Related Agreements  — Shareholders’ Agreement” for more information).

Votes Required for Approval

As of the Record Date, there were [_] shares of IMAQ Common Stock issued and outstanding. Only the IMAQ stockholders who hold shares of IMAQ Common Stock of record as of the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof. Below are the required votes for each of the Proposals:

· Proposal 1 — Approval of the Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of IMAQ Common Stock, present in person by virtual attendance or represented by proxy, and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” the Business Combination Proposal. Broker non-votes will have no effect on the outcome of the Business Combination Proposal.

· Proposal 2 — Approval of the Charter Proposal requires the vote of the majority of the outstanding shares of IMAQ Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Charter Proposal.

· Proposal 3 — Approval of the Advisory Charter Proposal is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of IMAQ Common Stock present or represented at the Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” the Advisory Charter Proposal. Broker non-votes have no effect on the outcome of the Advisory Charter Proposal.

· Proposal 4 — Approval of the Directors Proposal requires the vote of a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Votes “withheld” and broker non-votes will have no effect on the vote for the Directors Proposal.

· Proposal 5 — Approval of the Current Charter Amendment Proposal requires the affirmative vote of the majority of the outstanding shares of IMAQ Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Current Charter Amendment Proposal.

· Proposal 6 — Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of IMAQ Common Stock present or represented at the Meeting, by ballot, proxy or electronic ballot, and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” the Adjournment Proposal. Broker non-votes have no effect on the outcome of the Adjournment Proposal.

Pursuant to the Letter Agreement, the Initial Stockholders holding an aggregate of 6,546,900 of IMAQ Common Stock have agreed to vote their respective shares of IMAQ Common Stock in favor of each of the Proposals.

Appraisal Rights

Appraisal rights are not available to holders of shares of IMAQ Common Stock in connection with the Business Combination.

Redemption Rights

Pursuant to the Current Charter, holders of the Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the date of the Special Meeting, including interest (net of taxes payable), by (ii) the total number of the then outstanding Public Shares. As of [_], 2023, this would have amounted to approximately $[_] per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) hold Public Shares, or hold Public Shares through Public Units and you elect to separate your Public Units into Public Shares, Public Rights, and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., Eastern Time, on [_], 2023, (x) submit a written request to Continental to redeem your Public Shares for cash and (y) deliver your Public Shares to Continental, physically or electronically through DTC.

Holders of outstanding Public Units must separate the Public Units into the Public Shares, Public Rights, and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If the Public Units are registered in a holder’s own name, such holder must deliver the certificate for its Public Units to Continental, with written instructions to separate the Public Units into the Public Shares, Public Rights, and Public Warrants. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her, or its redemption rights upon the separation of the Public Units into the Public Shares, Public Rights, and Public Warrants.

If a holder of the Public Shares exercises its redemption rights, then such holder will be exchanging its Public Shares for cash and will not own shares of the Combined Company. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its Public Shares (either physically or electronically) to Continental in accordance with the procedures described herein. See “The Meeting of the IMAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

All outstanding Public Warrants will continue to be outstanding notwithstanding the actual redemptions. The value of our outstanding Public Warrants was approximately US$[_] based on the closing price of the Public Warrants of US$[_] on The Nasdaq Capital Market as of [_], 2023. The potential for the issuance of a substantial number of additional shares of IMAQ Common Stock upon exercise of these Public Warrants could make the combined company less attractive to investors. Any such issuance will increase the number of issued and outstanding IMAQ Common Stock and reduce the value of the outstanding shares of IMAQ Common Stock. Therefore, the outstanding Public Warrants could have the effect of depressing IMAQ’s share price.

Interests of Certain Persons in the Business Combination

Certain of IMAQ’s directors and executive officers may be deemed to have interests in the transactions contemplated by the SPA that are different from, or in addition to, those of IMAQ’s stockholders generally. These interests may present these individuals with certain potential conflicts of interest. Our independent directors reviewed and considered these interests during their evaluation and negotiation of the Business Combination and in approving the SPA and the transactions contemplated therein, including the Business Combination (as described in the section entitled “Proposal 1 — The Business Combination Proposal – IMAQ Board’s Reasons for the Approval of the Business Combination” beginning on page [_]). The Board concluded that the potential benefits that it expected IMAQ and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Mr. Shibasish Sarkar, the Chairman of the IMAQ Board and Chief Executive Officer of IMAQ, who is the former Chief Executive Officer of Reliance, and Mr. Sanjay Wadhwa, a director of IMAQ, who is an equityholder in Y-Not Films LLP, a subsidiary of Reliance, each abstained from the IMAQ Board’s vote to approve the Business Combination to avoid the appearance of a potential conflict of interest.

When you consider the recommendation of the IMAQ Board in favor of the approval of the Business Combination Proposal, you should keep in mind that the Sponsor and IMAQ’s executive officers and directors have interests in each of the Proposals that are different from, or in addition to, and which may conflict with, your interest as a stockholder of IMAQ. These interests include, among other things:

As of [_], 2023, the Sponsor owns [_] shares of IMAQ common stock and IMAQ directors David M. Taghioff, Deepak Nayar, Klaas P. Baks, Paul F. Pelosi, Jr. and Suresh Ramamurthi each own 30,000 shares of IMAQ Common Stock. These shares had an aggregate market value of approximately $[_] million based on the closing price of IMAQ’s Common Stock of $[_] on Nasdaq as of [_], 2023. These shares will be worthless if we fail to consummate an initial business combination prior to February 2, 2023.

In addition, if an initial business combination is not consummated, IMAQ’s Sponsor will not receive reimbursement for any out-of-pocket expenses incurred to the extent that such expenses exceed the amount of available proceeds that were held outside of the Trust Account from the IPO and Private Placement. As of [_], 2023, the Sponsor, officers and directors of IMAQ are not owed any such out-of-pocket expenses.

In addition, as of November 7, 2022, IMAQ owes the Sponsor approximately $1,295,000 that has been drawn under certain promissory notes between IMAQ and Sponsor, the balance of which is payable by IMAQ after the date of consummation of a business combination. In the event that a business combination does not close, IMAQ may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the Trust Account would be available for such repayment.

On July 26, 2022, at a special meeting of the Company’s stockholders, 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, 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. On July 27, 2022, the Sponsor deposited an aggregate of $350,000 into IMAQ’s Trust Account in order to extend the time available to us to consummate our initial business combination from August 2, 2022 to November 2, 2022. On October 28, 2022, the Sponsor deposited an additional $350,000 into IMAQ’s Trust Account in order to extend the time available to us to consummate our initial business combination from November 2, 2022 to February 2, 2023 (the “Extension”). The Extension is the second and last of up to two three-month extensions permitted under IMAQ’s governing documents. The Extension provides IMAQ with additional time to complete the Business Combination. The Sponsor received non-interest bearing, unsecured promissory notes equal to the amount of the deposits that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the Trust Account to do so. Such notes would be paid upon consummation of our initial business combination.

Lastly, if the Business Combination is completed, the current members of the IMAQ Board will be appointed to serve as members of the Combined Company’s Board and expect to receive compensation for services in an amount to be determined by the Combined Company’s Board following the consummation of the Initial Business Combination.

These interests may influence the IMAQ Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Proposals. In light of the foregoing, the Sponsor and IMAQ’s executive officers and directors will receive material benefits from the completion of the Business Combination and have incentives to complete the Business Combination rather than liquidate even if (i) Reliance is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and our directors and executive officers who hold Founder Shares and/or Private Units may receive a positive return on their investment(s), even if IMAQ’s public stockholders experience a negative return on their investment after consummation of the Business Combination. For example, the Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.004 per Founder Share. As a result of the low acquisition cost of our Founder Shares, the Sponsor, its affiliates and our management team could make a substantial profit even if the acquisition targets subsequently decline in value or become unprofitable for our public stockholders.

The IMAQ Board was aware of and considered these interests and facts, among other matters, in evaluating and approving the Business Combination and in recommending to IMAQ stockholders that they approve the Business Combination.

Recommendations of the IMAQ Board and Reasons for the Business Combination

After careful consideration of the terms and conditions of the SPA, the disinterested members of the IMAQ Board have unanimously approved the SPA and unanimously recommend that IMAQ’s stockholders vote “FOR” approval of the Business Combination Proposal. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the IMAQ Board reviewed various industry and financial data and the evaluation of materials provided by Reliance. Mr. Shibasish Sarkar, the Chairman and Chief Executive Officer of IMAQ is the former Chief Executive Officer of Reliance, and Mr. Sanjay Wadhwa, a director of IMAQ, is an equityholder in Y-Not Films LLP, a subsidiary of Reliance. Due to Messrs. Sarkar and Wadhwa’s present and former affiliation with Reliance, the IMAQ Board obtained a fairness opinion from Houlihan Capital, a reputable financial advisory firm with substantial experience advising companies, and, continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions and valuations for corporate and other purposes.

The IMAQ Board recommends that IMAQ stockholders vote:

Proposed Financing Transaction in Connection with the Business Combination

IMAQ is in the process of negotiating financing (the “Proposed Financing Transaction”) in connection with the Business Combination. Components of the Proposed Financing Transaction may include, but are not limited to, asset-backed financing based on Reliance’s film library, debt and equity-linked financing secured by cash flows and assets of the Combined Company, non-redemption agreements, and a stand-by equity issuance facility available after the close of the Business Combination. As of the date hereof, IMAQ has not secured any committed financing but is in discussion with multiple parties regarding financing arrangements. IMAQ is required under the terms of the SPA to have secured financing of at least $40 million at the time of the Initial Closing. If at the time of the Initial Closing IMAQ has not secured adequate financing for the aggregate amount of the consideration payable under the SPA, IMAQ expects to raise the funds to satisfy the cash payments for each subsequent tranche following the Initial Closing on a progressive basis as permitted under the SPA. In the event that IMAQ enters into any definitive financing agreements, IMAQ will publicly disclose the overall size and pricing of such financing arrangements in its filings with the SEC. Any financing arrangement that IMAQ enters into will not impact the consideration payable under the SPA. IMAQ previously received a non-binding term sheet for a $75 million asset-backed loan but the counterparty subsequently withdrew the offer due to deteriorating capital market conditions. Even if the Business Combination is approved at the Meeting, IMAQ cannot assure you that IMAQ will be able to successfully negotiate the Proposed Financing Transaction. The lack of committed financing for the entirety of the aggregate consideration for the Business Combination presents a significant risk to the execution of the Business Combination. In similar SPAC business combinations, the parties typically secure financing in the form of debt or equity prior to the closing of the transcation.

Following the closing of the Business Combination, the Combined Company will need to raise sufficient capital or debt to sustain its operations and service its existing debt obligations. There is no assurance that the Combined Company will be able to raise sufficient capital or debt to sustain its operations and service its existing debt obligations, or that such financing will be on terms that are favorable to the Combined Company.

See “Risk Factors — Risks Related to IMAQ and the Business Combination — Even if the Business Combination is approved at the Meeting, IMAQ cannot assure you that IMAQ will be able to successfully negotiate and execute a definitive agreement with respect to the Proposed Financing Transaction.” and “— The Combined Company will take on substantial indebtedness in connection with the consummation of the Business Combination, which could materially and adversely affect the Combined Company’s financial position, including decreasing business flexibility, impacting ratings and increasing borrowing costs.”

Risk Factors

In evaluating the Business Combination Proposal and the other Proposals to be considered and voted on at the Meeting, you should carefully review and consider the risk factors set forth under “Risk Factors.” The occurrence of one or more of the events or circumstances described under “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of IMAQ and Reliance to consummate the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of the Combined Company following the consummation of the Initial Business Combination. Such risks include, but are not limited to:

Reliance:

Risks Related to the Company

IMAQ and the Combined Company:

Risks Related to IMAQ and the Business Combination

Risks Related to the Combined Company’s Common Stock

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, (the “PSLRA”), including statements with respect to the anticipated timing, completion and effects of the Business Combination and the financial condition, results of operations, earnings outlook and prospects of IMAQ, Reliance and may include statements for the period(s) following the consummation of the Initial Business Combination. Forward- looking statements are based on the current expectations and beliefs of the management of IMAQ and Reliance, as applicable, and are inherently subject to a number of risks, uncertainties and assumptions, and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual financial condition, results of operations, earnings and/or prospects to be materially different from those expressed or implied by these forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The risks, uncertainties and/or assumptions include, but are not limited to, those described in “Risk Factors,” those discussed and identified in public filings made with the SEC by IMAQ and the following:²

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of IMAQ and Reliance prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement and attributable to IMAQ and Reliance or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, IMAQ and Reliance undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

The PSLRA provides a safe harbor for forward-looking statements made with respect to certain securities offerings, but excludes such protection for statements made in connection with certain securities offerings, such as tender offers and initial public offerings. The term “initial public offering” is not defined in the PSLRA. Given the particular characteristics of mergers and Business Combination completed by special purpose acquisition companies, there has been some question regarding whether such mergers and Business Combination are “initial public offerings,” and therefore not subject to the protection of the PSLRA. There is currently no relevant case law on this matter, and accordingly, there can be no assurances that the safe harbor is applicable to forward-looking statements made by IMAQ and Reliance in connection with the Business Combination, and the protections of the safe harbor provided by the PSLRA to IMAQ and Reliance may not be available.

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating the Business Combination and the proposals to be voted on at the Meeting. The following risk factors apply to the business and operations of Reliance and will also apply to the business and operations of the Combined Company following the consummation of the Initial Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company following the consummation of the Initial Business Combination. We and Reliance may face additional risks and uncertainties that are not presently known to us, or Reliance or that we or Reliance currently deem immaterial, which may also impair our or Reliance’s business, cash flows, financial condition and results of operations.

Risks Related to Reliance

Unless the context otherwise requires, references to “it” or “its” in this subsection “— Risks Related to Reliance” generally refer to Reliance in the present tense and as a subsidiary of IMAQ from and after the Business Combination.

Risks Related to Reliance’s Business

Reliance has no independent operating history making it difficult to evaluate Reliance’s business and prospects and may increase the risks associated with your investment.

Reliance was formed on February 18, 2019 and started formulating its business plan at that time. Reliance cannot assure you that it will be able to operate its business successfully or implement its operating policies and strategies as described elsewhere in this proxy statement/prospectus. As an independent entity, Reliance may encounter risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to its ability to:

If Reliance is unable to do so, its business may suffer, its revenue and operating results may decline and Reliance may not be able to achieve further growth or sustain profitability.

If Reliance fails to expand effectively in international markets, Reliance’s revenue and Reliance’s business will be harmed.

Reliance may not be able to monetize Reliance’s products and services internationally as a result of competition, advertiser demand, differences in the digital advertising market and digital advertising conventions, as well as differences in the way that users in different countries access or utilize Reliance’s products and services. Differences in the competitive landscape in international markets may impact Reliance’s ability to monetize Reliance’s products and services.

Reliance is dependent on the Indian box office success of its films from which a significant portion of its revenues are derived.

In India, a relatively high percentage of a film’s overall revenues tends to be derived from theatre box office sales and, in particular, from such sales in the first week of a film’s release. Indian domestic box office receipts may also be an indicator of a film’s expected success in other distribution channels. As such, poor box office receipts from Reliance’s films could have a significant adverse impact on its results of operations in both the year of release of the relevant films and in the future for revenues expected to be earned through other distribution channels. Where Reliance is unable to ensure a wide release for its films, or where Reliance is unable to provide theatre operators with sufficient prints of its films to allow them to maximize screenings in the first week of a film’s release, it may have an adverse impact on its revenues. There can be no assurance that Reliance will in future be able to maximize box office receipts, that industry revenues will in future be less dependent on theatre box office receipts, particularly those from the first week of release, than they have been in the past, or that there will be less correlation between box office success and success in other distribution channels. Accordingly, any failure by Reliance’s films to achieve domestic box office success could have a material adverse effect on its business, prospects, financial condition and results of operations.

Reliance depends on its relationships with theatre operators and other industry participants to exploit its film content.

Reliance generates revenues from the exploitation of film content in various distribution channels through agreements with commercial theatre operators, in particular multiplex operators, and with retailers, television operators, telecommunications companies and others. Reliance’s failure to maintain these relationships, or to establish and capitalize on new relationships, could harm its business or prevent its business from growing, which could have a material adverse effect on its business, prospects, financial condition and results of operations.

Reliance may not be paid the full amount of box office revenues to which Reliance is entitled.

Reliance derives revenues from theatrical exhibition of its films by collecting a specified percentage of gross box office receipts from multiplex and single screen theatre operators and, as there is no independent monitoring of such data in India, Reliance relies on theatre operators and its sub-distributors to report relevant information to Reliance in an accurate and timely manner. While some single-screen operators have moved to a digital distribution model that provides greater clarity on the number of screenings given to its films, multiplex operators and many other single-screen operators retain the traditional print model. Reliance’s films may continue to be exhibited on many screens which either do not have computerized tracking systems for box office receipts or screening information, or in relation to which Reliance does not have access to audit compliance. There is a risk that gross box office receipts and sub-distribution revenues may be inadvertently or purposefully underreported, misreported or delayed, which could prevent Reliance from being compensated appropriately for exhibition of its films, which could have a material adverse effect on its business, prospects, financial condition and results of operations.

Delays, cost overruns, cancellation or abandonment of the completion or release of films may have an adverse effect on Reliance’s business.

There are substantial financial risks relating to the production, completion and release of films. The Indian film industry has traditionally been controlled by family run enterprises, with relatively low levels of corporatization. While the growth of corporate film production companies has in recent times increased levels of accountability, the Indian film industry continues to be relatively unorganized. Actual film costs may exceed their budgets and factors such as labor disputes, unavailability of a star performer, equipment shortages, disputes with production teams or adverse weather conditions may cause cost overruns and delay or hamper completion of a production. Where a film Reliance has contracted to acquire from third-party experiences delay or fails to complete, Reliance may not recover any advance monies paid in relation to the proposed acquisition. Where Reliance enters into co-productions, while Reliance typically seek to put in place contractually capped budgets that are pre-agreed with Reliance’s co-producer, given the importance of ongoing relationships in its industry, longer-term commercial considerations may in certain circumstances override strict contractual rights, and Reliance may feel obliged to fund cost over-runs where there is no contractual obligation requiring it to do so. Reliance is responsible for all cost overruns on its own productions and as such this production method exposes it to the greatest execution risk. While Reliance maintains insurance policies for the majority of its projects covering certain of these risks, and Reliance intends to continue such practices, Reliance cannot assure you that any cost overruns will be adequately covered or that such insurance will be available or continue to be available on terms acceptable to Reliance in the future, or at all. In the event of substantial budget overruns, Reliance may be required to seek additional financing from outside sources to complete a project, which may not be available on terms acceptable to Reliance or at all. Any such delays in production, failure to complete projects and costs overruns could result in Reliance not recovering its costs and could have a material adverse effect on its business, prospects, financial condition and results of operations, and harm its reputation.

Reliance’s revenues and profitability of its content business are directly linked to the exploitation and growth of its new content development and acquisitions and content library through important relationships with creative partners. Any failure to develop or source content could adversely affect its profitability and growth of its business.

Reliance earns revenues by exploiting content that Reliance produces/co-produces, acquires, licenses and distributes through various distribution channels. Production of new content and acquisition of content is an integral part of Reliance’s business. Reliance’s ability to successfully produce and acquire content depends on its ability to maintain existing relationships and form new ones, with industry participants like directors, producers, actors, distributors and exhibitors etc. Reliance believes that maintaining existing relationships is key to enabling Reliance to continue to secure content and to exploit such content in the future. While Reliance has benefited from long-standing relationships with certain industry participants and its joint venture model for the production of films in the past, there can be no assurance that Reliance will be able to successfully maintain these relationships and continue to have access to content through such means.

Reliance’s content library also includes the content developed by Reliance through its joint venture partners and content licensed from third parties on fixed term basis. There can be no assurance that, upon expiry or termination of these arrangements, content will be available to Reliance at all or on acceptable financial or other terms.

If any such relationship were to be adversely affected, or if Reliance is unable to renew these arrangements in a timely manner or at all, or if Reliance is unable to form new relationships or its access to content otherwise deteriorates, or if any party fails to perform its obligations under its agreements or arrangements with Reliance, it could have a material adverse effect on its business prospects, financial condition and results of operations.

The sale of Reliance’s content associated rights may not generate adequate revenues to recover associated costs. This could impact Reliance’s growth plans and may adversely impact its profitability.

Currently, Reliance distributes its content through various mediums such as (i) Theatrical, (ii) TV, (iii) Direct to Home (DTH), (iv) Internet, (v) OTT, and (vi) Home Video and Others including Music. Reliance invests significant amount of its working capital funds in acquisition of such content.

Reliance acquires content based on its management estimates of revenue potential of such content which are driven by certain assumptions. However, the actual performance of the content acquired by Reliance may vary from estimates for factors which may be beyond its control. In certain cases, Reliance may not be able to generate adequate or expected revenues to recover the costs associated with such content acquisitions. Further, Reliance cannot give any assurance that all future contents would generate sufficient revenues to recover their cost involved. The aforementioned risks could adversely impact Reliance’s profitability which could have a material adverse effect on its business, results of operations and financial condition.

If studios, content providers or other rights holders refuse to license streaming content or other rights upon terms acceptable to Reliance, then Reliance’s business could be adversely affected.

Reliance’s ability to provide its clients with content they can watch depends on studios, content providers and other rights holders licensing rights, including distribution rights, to such content and certain related elements thereof, such as the public performance of music contained within the content it distributes. The license periods and the terms and conditions of such licenses vary. As content providers develop their own streaming services, they may be unwilling to provide Reliance with access to certain content, including popular series or movies. If the studios, content providers and other rights holders are not or are no longer willing or able to license Reliance content upon terms acceptable to Reliance, its ability to stream content to its members may be adversely affected and/or its costs could increase. Certain licenses for content provide for the studios or other content providers to withdraw content from Reliance’s service relatively quickly. Because of these provisions as well as other actions it may take, content available through Reliance’s service can be withdrawn on short notice. As competition increases, Reliance sees the cost of certain programming increasing. As Reliance seeks to differentiate its service, it is increasingly focused on securing certain exclusive rights when obtaining content, including original content. Reliance is also focused on programming an overall mix of content that delights its members in a cost efficient manner. Within this context, Reliance is selective about the titles it adds and renews to its service. If Reliance does not maintain a compelling mix of content, its client acquisition and retention may be adversely affected. Music and certain authors’ performances contained within content Reliance distributes may require it to obtain licenses for such distribution. In this regard, Reliance engages in negotiations with collection management organizations (“CMOs”) that hold certain rights to music and/or other interests in connection with streaming content into various territories. If Reliance is unable to reach mutually acceptable terms with these organizations, Reliance could become involved in litigation and/or could be enjoined from distributing certain content, which could adversely impact its business. Additionally, pending and ongoing litigation as well as negotiations between certain CMOs and other third parties in various territories could adversely impact its negotiations with CMOs, or result in music publishers represented by certain CMOs unilaterally withdrawing rights, and thereby adversely impact its ability to reach licensing agreements reasonably acceptable to Reliance. Failure to reach such licensing agreements could expose Reliance to potential liability for copyright infringement or otherwise increase its costs. Additionally, as the market for the digital distribution of content grows, a broader role for CMOs in the remuneration of authors and performers could expose Reliance to greater distribution expenses.

Any downturn in the Indian or international cinema industries could materially adversely affect Reliance’s business, financial condition, results of operations and prospects.

Reliance’s success is highly dependent upon its ability to provide services to, and generate revenues from, movie producers, distributors and exhibitors, as well as from advertisers through in-cinema advertising. These parties are dependent on the health of the Indian and international cinema industries, which are significantly impacted by factors entirely outside of its control. Such factors include:

A decline in attendance at cinemas may reduce the number of movies produced, distributed and screened, which would directly affect the revenue that Reliance receives from content producers and distributors, as well as reduce the number of cinemas and screens in operation, which could impact the amount of revenues Reliance generates from exhibitors. Further, a sustained decline in economic conditions could result in closure or downsizing by, or otherwise adversely impact, content producers, distributors and exhibitors on whom Reliance relies for revenue. The value of its in-cinema advertising business could also be adversely affected by a long-term multi-year decline in cinema attendance or even the perception by advertisers that its platform is no longer suitable for their needs due to the decreases in attendance and geographic coverage. Therefore, any downturn in the overall Indian and international cinema industries would materially adversely affect Reliance’s business, financial condition, results of operations and prospects.

Increases in market price of talent and technical professionals involved in production of content may have a material and adverse effect on Reliance’s business, financial condition and results of operations.

The market prices of talent and technical professionals involved in the production of content, have increased during the past few years. With the increase in internet penetrations and decrease in broadband cost, there has been an influx of internet video streaming platforms and they are competing aggressively to license content, which have in turn led to increases in fees of professionals involved in content production in general. As the market further grows, the expectations of talent and technical professionals, copyright owners, distributors and industry participants may continue to rise, and as such they may demand higher fees for content. Furthermore, with the expansion of Reliance’s content portfolio, it expects the costs for content to continue to increase. If Reliance is unable to generate sufficient revenues to outpace the increase in market prices for content, it may incur more losses and Reliance’s business, financial condition and results of operations may be adversely affected.

Some viewers or civil society organizations may find Reliance’s film content objectionable which in turn could harm its reputation and could have a material adverse effect on the business, prospects, financial condition and results of operations.

It is possible that some viewers in India or abroad may object to film content produced or distributed by Reliance based on religious, regional, political, ideological or any other positions held by such viewers. This is particularly true of content that is graphic in nature, including violent or romantic scenes and films that are politically oriented or targeted at a particular segment of the film audience. Viewers or civil society organizations, including interest groups, political parties, religious or other organizations may assert legal claims, seek to ban the exhibition of its films, protest against Reliance or its films or object in a variety of other ways. Any of the foregoing could harm the reputation and could have a material adverse effect on the business, prospects, financial condition and results of operations. The film content that Reliance produce and distribute could result in claims being asserted, prosecuted, or threatened against Reliance based on a variety of grounds, including defamation, hurting religious sentiments, invasion of privacy, negligence, obscenity or facilitating illegal activities, any of which could have a material adverse effect on the business, prospects, financial condition or results of operations.

A decline in economic growth or political instability or changes in the Government in India (“GoI”) could adversely affect Reliance’s business.

Reliance’s performance and the growth of its business is necessarily dependent on the health and performance of the overall Indian economy. In the recent past, Indian economy has been affected by global economic uncertainties and liquidity crisis, domestic policy and political environment, volatility in interest rates, currency exchange rates, commodity and electricity prices, adverse conditions affecting agriculture, rising inflation rates and various other factors. Risk management initiatives by banks and lenders in such circumstances could affect the availability of funds in the future or the withdrawal of Reliance’s existing credit facilities. The Indian economy is undergoing many changes and it is difficult to predict the impact of certain fundamental economic changes on Reliance’s business. Conditions outside India, such as a slowdown or recession in the economic growth of other major countries, especially the United States, have an impact on the growth of the Indian economy. Additionally, an increase in trade deficit, a downgrading in India’s sovereign debt rating or a decline in India’s foreign exchange reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy and Reliance’s business. Any downturn in the macroeconomic environment in India could adversely affect its business, financial condition, results of operation and the trading price of the equity of IMAQ. Volatility, negativity, or uncertain economic conditions could undermine the business confidence and could have a significant impact on the results of operations. Changing demand patterns from economic volatility and uncertainty could have a significant negative impact on Reliance’s results of operations.

Further, Reliance’s performance and the market price and liquidity of the equity of IMAQ may be affected by changes in exchange rates and controls, interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India. The Government of India has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Reliance’s business, the market price and liquidity of the equity of IMAQ may be affected by changes in GoI policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India.

Reliance may have transactions in countries or with persons that are subject to international sanctions.

Reliance has limited information about and control over the identity of customers that use its gaming products or gaming subscription services, and there can be no assurance that its past or future customers have not included or will not include persons or entities targeted by, or were not or will not be located in any country that is the subject of International Sanctions.

There can be no assurance that Reliance’s business will not be impacted by such International Sanctions in the future, particularly if there are changes to, or more stringent application of, the International Sanctions, or if Reliance makes changes to its operations or introduces new products or services which appeal to customers subject to or based in countries subject to such International Sanctions. In addition, Reliance’s counterparties, including its vendors and suppliers, or its other customers, that are required to comply with such International Sanctions, may seek to terminate or modify its contractual arrangements to impose additional conditions that may be adverse to its operations or business prospects, or may be precluded from entering into commercial transactions with it.

Such International Sanctions may also result in delay in repatriation of payments as well as devaluation of the currency of countries, where Reliance operates its business, which may have a material adverse effect on its financial position, cash flows and results of operations.

Reliance faces risks associated with its business associates, customers, or vendors being designated Prohibited Persons by the Office of Foreign Assets Control and similar requirements.

Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC) maintains a list of persons designated as terrorists or who are otherwise blocked or banned (Prohibited Persons) from conducting business or engaging in transactions in the United States and thereby restricts Reliance doing business with such persons. Reliance is required to comply with OFAC and related requirements and may be required to terminate or otherwise amend Reliance’s agreements. If a business associate, customer, or vendor with whom Reliance conducts business is placed on the OFAC list or is otherwise a party with which Reliance is prohibited from doing business, Reliance may be required to terminate its agreement. Any such termination could result in a loss of revenue or otherwise negatively affect Reliance’s financial results and cash flows.

Reliance’s business is highly competitive. Competition presents an ongoing threat to the success of Reliance’s business. If Reliance is unable to compete effectively for users and advertiser spend, Reliance’s business and operating results could be harmed.

Reliance competes directly against other producers and distributors of Indian films in each of its distribution channels. If the number of films released in the market as a whole increase, it could create an oversupply of content in the market, in particular at peak theatre release times in India such as school and national holidays and the festivals, which would make it more difficult for Reliance’s films to succeed. A substantial majority of the theatre screens in India are typically committed at any one time to a limited number of films. If Reliance competitors were to increase the number of films available for distribution while the number of theatre screens remained static, it would be more difficult for Reliance to release its films during optimal release periods. Failure to release during peak periods could cause Reliance to miss potentially higher gross box-office receipts and/or home entertainment revenue, which could have a material adverse effect on its business, prospects, financial condition and results of operations.

Reliance also competes with all other sources of entertainment and information delivery, including television, the internet and sporting events such as the Indian Premier League (“IPL”) for cricket. Technological advancements such as video-on-demand, internet streaming and downloading have increased the number of entertainment and information delivery choices available to consumers and have intensified the challenges posed by audience fragmentation. The increasing number of choices available to audiences could negatively impact consumer demand for its films and there can be no assurance that occupancy rates at theatres in India or demand for its other distribution channels will not fall. If Reliance films do not attract a large enough audience, its revenue streams from box office receipts and its other distribution channels could be adversely affected, which in turn could have a material adverse effect on Reliance’s business, prospects, financial condition and results of operations.

Competition for users of Reliance’s products and services will be intense. Reliance will face strong competition in its business. Reliance will compete against many companies to attract and engage users, including companies which have greater financial resources and substantially larger user bases, such as Twitter, Meta/Facebook including Instagram, Alphabet/Google, Netflix, Disney+, Hulu, Microsoft (including LinkedIn), and Yahoo!, which offer a variety of Internet and mobile device-based products, services and content. For example, Facebook and Twitter operate a social networking site with significantly more users than may have in the future. Additionally, as a private company under new ownership, Twitter may demonstrate a renewed commitment to free speech principles that will heighten competition for users who prioritize such principles.

Economic downturns and market conditions beyond Reliance’s control could adversely affect its business, financial conditions and operating results. The COVID-19 pandemic has had, and any future significant outbreak or new pandemic may have, an adverse impact on its business, including its financial results and prospects.

Economic downturns or unstable market conditions, such as those potentially created by the outbreak of COVID-19 discussed herein, may cause advertisers to decrease their advertising budgets, which could reduce adversely affect Reliance’s business, financial condition and operating results. Reliance’s business, operations and financial performance have been, and may in the future be, negatively impacted by the COVID-19 pandemic and related public health responses, such as travel bans, restrictions, social distancing requirements and shelter-in-place orders. The pandemic and these related responses have caused, and any significant future outbreak or other pandemic may in the future cause, decreased advertiser demand for its content platform, global slowdown of economic activity, disruptions events, volatility and disruption of major financial markets, and changes in consumer behavior. For example, to the extent any future outbreak or new pandemic disrupts economic activity globally, it could adversely affect its business, financial condition and operating results through prolonged decreases in advertising spend, credit deterioration of its customers, depressed economic activity, or declines in capital markets. Such developments may be outside Reliance’s control requiring Reliance to adjust its operating plan.

The extent to which any future outbreak of COVID-19 or other pandemic further impacts Reliance’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions taken globally to contain the coronavirus or treat its impact, among others. Existing insurance coverage may not provide protection for all costs that may arise from all such possible events. The spread of any severe communicable disease may also adversely affect the operations of its customers and suppliers, which could adversely affect its business, financial condition, cash flows and results of operations. Reliance is still assessing its business operations and system supports and the impact that future outbreaks of COVID-19 or other pandemics may have on its results and financial condition, but there can be no assurance that this analysis will enable it to avoid part or all of any impact from the future spread of COVID-19 or its consequences, including downturns in business sentiment generally or in its sector in particular. The above risks can threaten the safe operation of its facilities and cause disruption of operational activities, environmental harm, loss of life, injuries and impact the wellbeing of its workforce.

In addition, during the lockdown in response to the COVID-19 pandemic, Reliance put in place certain interim measures to ensure business continuity. All of it employees worked remotely, and its websites continued to operate. However, Reliance’s operations are dependent on various information technology systems and applications which may not be adequately supported by a robust business continuity plan, which could seriously impact its business in the event of a disaster of any nature. Although Reliance continues to devote resources and management focus, there can be no assurance that these programs will operate effectively.

Reliance may not be able to maintain or grow the size of Reliance’s customer base or level of engagement of Reliance’s clients, which could materially and adversely affect Reliance’s business, financial condition, cash flows and results of operations.

Reliance believes that the size and engagement level of Reliance client base is critical to its success, and its business and financial performance will continue to be impacted by its ability to add, engage and retain active customers. Reliance inability to add, retain, engage and monetize clients within its current offerings, or to achieve similar or higher levels of retention, engagement or monetization of clients in future offerings would adversely impact its results of operations and cash flows.

There can be no assurance that Reliance’s mobile games will continue to sustain or grow their current level of popularity for various reasons, including:

· inability to maintain the quality of its existing content and offerings;

· inability to generate, aggregate and distribute innovative, new and competitive content;

· failure to adapt to changes in customer preferences, market trends or advancements in technology;

· inability to successfully deploy its existing and future apps on popular mobile operating systems;

· technical or other problems which may prevent it from delivering its content or services in a timely and reliable manner or otherwise affect the customer experience;

· unavailability or non-reliability of high-speed data services and network connectivity;

· customer concerns relating to privacy, safety, security and other factors;

· Reliance’s new mobile games and causing its customers to shift from its existing offerings without growing the overall size of its customer base;

· the availability and popularity of other forms of entertainment; or

· Reliance’s failure to maintain the brand image of its content platforms or its reputation.

There can be no assurance that Reliance’s efforts to avoid or address any of the reasons listed above will be successful. Further, such efforts could require incurring substantial expenditure to modify or adapt its content and technology. If Reliance fails to add, retain or continue growing its customer base, or if its customers reduce their engagement with Reliance content platforms, its business prospects, financial condition, results of operations and cash flows could be materially and adversely affected. India remains nascent in certain business segments that Reliance currently operates, and the extent and timing for growth of early learning in the region, based on which Reliance would expand its operations in these segments in India and in other international jurisdictions, cannot be predicted. In addition to organic growth, Reliance has also grown through strategic acquisitions. Reliance also exercises control over its Subsidiaries and JVs through its stockholding and management control. If Reliance is unable to acquire or invest in, successfully implement strategic acquisitions and exercise control over its Subsidiaries or JVs, its financial position may be adversely affected.

Reliance’s actual financial position and results of operations may differ materially from the expectations of Reliance’s management or the projections shown elsewhere in this proxy statement/prospectus.

Reliance’s actual financial position and results of operations may differ materially from management’s expectations and the projections shown elsewhere in this proxy statement/prospectus. As a result, Reliance’s revenue, net income and cash flow may differ materially from Reliance’s projected revenue, net income and cash flow. The process for estimating Reliance’s revenue, net income and cash flow requires the use of judgment in determining the appropriate assumptions and estimates. These estimates and assumptions may be revised as additional information becomes available and as additional analyses are performed. In addition, the assumptions used in planning may not prove to be accurate, and other factors may affect Reliance’s financial condition or results of operations.

If financial markets are unfavorable or sources of funds to support the production of new content and pay for the costs of content development are unwilling to provide capital to Reliance, or if content Reliance creates is not favorably commercially received by consumers and partners, Reliance may be unable to obtain sufficient funding to pay either fixed or variable costs of content creation and its results of operation could be unfavorably affected.

The long-term and largely fixed cost nature of Reliance’s content commitments may limit its operating flexibility and could adversely affect its liquidity and results of operations. In connection with licensing streaming content, Reliance typically enters into multi-year commitments with studios and other content providers. Reliance also enters into multi-year commitments for content that it produces, either directly or through third parties, including elements associated with these productions such as non-cancelable commitments under talent agreements. The payment terms of these agreements are not tied to client usage or the size of its client base (“fixed cost”) but may be determined by costs of production or tied to such factors as titles licensed and/or theatrical exhibition receipts. Given the multiple-year duration and largely fixed cost nature of content commitments, if client acquisition and retention do not meet its expectations, its margins may be adversely impacted. Payment terms for certain content commitments, such as content it directly produces, will typically require more up-front cash payments than other content licenses or arrangements whereby it does not provide cash flow for the production of such content. To the extent client and/or revenue growth do not meet Reliance’s expectations, its liquidity and results of operations could be adversely affected as a result of content commitments and accelerated payment requirements of certain agreements. In addition, the long-term and fixed cost nature of its content commitments may limit its flexibility in planning for, or reacting to changes in its business and the market segments in which it operates. If Reliance licenses and/or produces content that is not favorably received by consumers in a territory, or is unable to be shown in a territory, acquisition and retention may be adversely impacted and given the long-term and fixed cost nature of its content commitments, Reliance may not be able to adjust its content offering quickly and its results of operation may be adversely impacted.

Reliance’s reputation, competitive advantage, financial position and relationships with its customers could be materially harmed if Reliance is unable to comply with complex and evolving data protection and privacy laws and regulations, and the costs and resources required to achieve com may have a materially adverse impact.

Reliance’s reputation, competitive advantage, financial position and relationships with its customers could be materially harmed if Reliance is unable to comply with complex and evolving data protection and privacy laws and regulations, and the costs and resources required to achieve compliance may have a materially adverse impact on its business. In the course of delivering Reliance’s product(s), Reliance expects to collect, transmit and store information which is related to and seeks to correlate internet-connected devices, user activity and the advertisements it places. Federal, state, and international laws and regulations govern the collection, use, processing, retention, sharing and security of data that Reliance may collect across Reliance’s advertising solutions. Reliance strives to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data collection, processing use and disclosure. However, the applicability of specific laws may be unclear in some cases and domestic and foreign government regulation and enforcement of data practices and data tracking technologies is expansive, not clearly defined and rapidly evolving. In addition, it is possible that these requirements may be interpreted and applied in a manner that is new or inconsistent from one jurisdiction to another and may conflict with other rules or Reliance’s practices. Any actual or perceived failure by Reliance to comply with U.S. federal, state or internationals laws including laws and regulations regulating privacy, data, security or consumer protection, or disclosure or unauthorized access by third parties to this information, could result in proceedings or actions against Reliance by governmental entities, competitors, private parties or others. Any proceedings or actions against Reliance alleging violations of consumer or data protection laws or asserting privacy-related theories could hurt Reliance’s reputation, force Reliance to spend significant amounts in defense of these proceedings, distract its management, increase its costs of doing business, adversely affect the demand for its solutions and ultimately result in the imposition of monetary liability. Reliance may also be contractually liable to indemnify and hold harmless Reliance’s customers from the costs or consequences of litigation resulting from using Reliance’s solutions or from the disclosure of confidential information, which could damage Reliance’s reputation among its current and potential customers, and may require significant expenditures of capital and other resources which could cause it to lose business and revenue.

The collection, protection and use of personal data are governed by privacy laws and regulations enacted in the United States and other jurisdictions around the world in which Reliance operates or plans to operate. These laws and regulations continue to evolve and may be inconsistent from one jurisdiction to another. Compliance with applicable privacy laws and regulations may increase Reliance’s costs of doing business and adversely impact its ability to conduct its business and market its solutions, products and services to its members and potential members.

For example, Reliance is subject to the European Union’s General Data Protection Regulation (EU) 2016/679 (“GDPR”), which applies to all members of the European Economic Area (“EEA”) and, in some circumstances, to processors in a state outside the EEA including any business, regardless of its location, that provides goods or services to individuals located in the EEA. The GDPR imposes significant obligations on data controllers and data processors, requiring the implementation of more stringent requirements for the processing of personal data. If Reliance fails to comply with the GDPR, it may lead to regulatory investigation with possible enforcement of monetary penalties ranging from 10 million to 20 million euro, or 2% to 4% of annual worldwide revenue (whichever is higher), private or class action lawsuits and/or reputational damage.

Further, withdrawal of the United Kingdom (“UK”) from the European Union (“EU”) could lead to legal uncertainty and potentially divergent national laws and regulations. In particular, while the Data Protection Act of 2018, which supplements the GDPR, is now effective in the UK alongside the UK GDPR, it is still unclear whether transfer of data from the EEA to the UK will remain lawful under the GDPR without additional safeguards.

EU laws regulate transfers of EEA personal data to third countries, such as the United States, that have not been found to provide adequate protection to such personal data. Recent legal developments in the EU have created complexity and uncertainty regarding transfers of personal data from the EEA and the UK to the United States and other jurisdictions. For example, on July 16, 2020, the European Court of Justice (“CJEU”) invalidated the EU-U.S. Privacy Shield framework (“Privacy Shield”), which provided companies with a mechanism to comply with data protection requirements when transferring personal data from the EEA/UK to the United States. The same decision also cast doubt on the ability to use one of the primary alternatives to the EU-U.S. Privacy Shield framework, namely, the European Commission’s Standard Contractual Clauses (“SCCs”), to lawfully transfer personal data from Europe to the United States and most other countries (though the SCCs currently remain a valid data transfer mechanism under the GDPR and UK GDPR). At present, there are few if any viable alternatives to the Privacy Shield Frameworks and the SCCs for the foregoing purposes, which may lead to governmental enforcement actions, litigation, fines and penalties or adverse publicity which could have an adverse effect on its reputation and business.

Additionally, in June 2018, California passed the California Consumer Privacy Act (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for companies. The CCPA gives California residents new rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used, and shared. The CCPA provides for civil penalties for violations, and creates a private right of action for security breaches that could lead to consumer class actions and other litigation against the Company. If Reliance fails to comply with the CCPA or other federal or state data protection and data privacy laws, or if regulators or plaintiffs assert the Company has failed to comply with them, it may lead to regulatory enforcement actions, private lawsuits and/or reputational damage. Additionally, a new California ballot initiative, the California Privacy Rights Act, or the CPRA, passed in California in November 2020. The CPRA will impose additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. The majority of the provisions will go into effect on January 01, 2023 and additional compliance investment and changes to business processes may be required.

The FTC has also adopted revisions to the Children’s Online Privacy Protection Act (“COPPA”) that expands liability for the collection of information by operators of websites and other electronic solutions that are directed to children. Questions exist as to how regulators and courts may interpret the scope and circumstances for potential liability under COPPA, and the FTC continues to provide guidance and clarification as to its 2013 revisions of COPPA. FTC guidance or enforcement precedent may make it difficult or impractical for Reliance to provide advertising on certain websites, services or applications. In addition, the FTC recently fined an ad network for certain methods of collecting and using data from mobile applications, including certain applications directed at children, and failing to disclose the data collection to mobile application developers in its network.

Evolving definitions of personal data within the EU, especially relating to the classification of IP addresses, machine or device identifiers, geo-location data and other such information, may cause Reliance to change its business practices, diminish the quality of its data and the value of its solution, and hamper its ability to expand its offerings. Reliance’s failure to comply with evolving interpretations of applicable laws and regulations, or to adequately protect personal data, could result in enforcement action against Reliance or reputational harm, which could have a material adverse impact on Reliance’s business, financial condition and results of operations.

In addition to compliance with government regulations, Reliance expects to participate in trade associations and industry self-regulatory groups that promulgate best practices or codes of conduct addressing the provision of internet advertising. Reliance could be adversely affected by changes to these guidelines and codes in ways that are inconsistent with its practices or in conflict with the laws and regulations of U.S. or international regulatory authorities. For instance, new guidelines, codes or interpretations, by self-regulatory organizations or government agencies, may require additional disclosures or additional consumer consents, such as “opt-in” permissions to share, link or use data, such as health data from third parties, in certain ways. If Reliance fails to abide by, or are perceived as not operating in accordance with, industry best practices or any industry guidelines or codes with regard to privacy, its reputation may suffer and Reliance could lose relationships with advertisers and digital media properties.

Reliance’s businesses may be adversely affected due to breaches of security measures.

Reliance’s businesses generate and process a large amount of data, and the improper use or disclosure of such data could harm its reputation. Reliance collects and stores customer data as it conducts its business on various devices. Reliance relies on third party tools for the security and authentication necessary to effect secure transmission of confidential customer information, such as customer names and passwords, and there can be no assurance that such security controls over customer data will be able to prevent, counter or respond to any security breach or the improper disclosure of confidential information in a timely manner, or at all. Reliance offerings are also distributed through third party channels including telecom operators and app stores, which may be subject to security breaches, cyber-attacks, viruses, ransomware, worms, trojans, malicious software, break-ins, phishing attacks or other attacks. Reliance has no control over the security measures put in place by such third-party channels to prevent such breaches and attacks or their actions in this respect. Further, the platforms through which Reliance distribute its offerings may contain errors or “bugs” that are not detected until after the games are published. Any such errors could impact the overall user experience, which could cause users to reduce their time or interest in Reliance mobile games offerings or not recommend Reliance’s content to other prospective users.

Breaches of cyber-security measures could result in misappropriation of information or data, deletion or modification of user information, or a denial-of-service or other interruption to its business operations. There could also be instances of misappropriation of user data by its employees or third-party service providers. Disclosure of customer information (including mobile numbers or other personal information) on account of security breach or otherwise could harm Reliance’s reputation and it may face liability under applicable laws or contractual obligations in relation to such confidential information. If Reliance’s reputation is adversely affected, it may lose customers because of the perception that Reliance cannot adequately protect customer information. It may be required to invest significant time and resources including financial resources to prevent such security breaches or to mitigate problems caused by such breaches.

Further, Reliance’s business may be harmed by concerns over playing games on mobile phones. Malware could subscribe to the paid services without the consumer’s consent resulting in fraudulent charges to consumers. Such concerns over the security and privacy may affect the internet industry generally, and Reliance’s apps in particular. If Reliance’s security measures are breached as a result of third-party action, employee or contractor error, malfeasance or otherwise and, as a result, someone obtains unauthorized access to its data or the data of consumers, or other third parties, Reliance’s reputation could be damaged, its business may suffer and could incur significant regulatory liability. There can also be no assurance that Reliance will be able to develop security measures that will prevent such security breaches, or have any degree of control over security breaches targeting specific types of mobile devices. Failure to prevent security breaches or address consumers’ concerns over such issues may have a material adverse effect on Reliance’s business, prospects, financial condition, cash flows and results of operations.

A breach of Reliance security, compromise of data or resilience affecting its operations, or those of Reliance’s customers, could lead to an extended interruption to its services as well as loss of subscriber information and other confidential data. The impact of such a failure could include immediate financial losses due to fraud and theft, termination of contracts, immediate loss of revenue where orders and invoices cannot be processed, contractual penalties, lost productivity and unplanned costs of restoration and improvement. Additionally, reputational damage may arise, undermining market confidence and jeopardizing future revenues.

Financial difficulty and other problems in certain financial institutions in India could have a material adverse effect on Reliance’s business, results of operations, cash flows and financial condition.

Reliance is exposed to the risks of the Indian financial system which may be affected by the financial difficulties faced by certain Indian financial institutions whose commercial soundness may be closely related as a result of credit, trading, clearing or other relationships. This risk, which is sometimes referred to as “systemic risk”, may adversely affect financial intermediaries, such as clearing agencies, banks, securities firms and exchanges with which Reliance interacts on a daily basis. Any such difficulties or instability of the Indian financial system in general could create an adverse market perception about Indian financial institutions and banks and adversely affect its business.

Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact Reliance’s business.

Reliance relies upon the ability of consumers to access Reliance service through the internet. If network operators block, restrict or otherwise impair access to its service over their networks, Reliance service and business could be negatively affected. To the extent that network operators implement usage based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, Reliance could incur greater operating expenses and Reliance membership acquisition and retention could be negatively impacted. Furthermore, to the extent network operators create tiers of internet access service and either charge Reliance for or prohibit Reliance from being available through these tiers, its business could be negatively impacted. Most network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming. As such, many network operators have an incentive to use their network infrastructure in a manner adverse to Reliance’s continued growth and success. While Reliance believes that consumer demand, regulatory oversight and competition will help check these incentives, to the extent that network operators are able to provide preferential treatment to their data as opposed to its data or otherwise implement discriminatory network management practices, its business could be negatively impacted. The extent to which these incentives limit operator behavior differs across markets.

Reliance’s advertisement revenue is dependent on a number of factors, including the number of screenings of movies, which is subject to factors outside of its control.

Reliance generates advertisement revenue based on the number of advertisements played at movie screenings. Therefore, the amount of advertisement revenue Reliance generates is directly linked to the number of screenings of movies at cinemas. Reliance does not control and cannot influence the number of screenings at a cinema, and the number of screenings depends on various external factors, including the number of new movies released in a week, the box-office success of such new movies, weather conditions in different parts of India (for example, during extreme winter times, many theatres in the northern part of India will not screen movies at night) and specific restrictions by the laws of a region to run only set number of shows per day. Further, while there are currently no regulations governing the amount of advertising that can be played in cinemas prior to or during a movie screening, there is no assurance that this will not change based on future regulations. Consequently, any negative downturn in these factors may directly affect Reliance’s advertisement revenue generation, as well as its relationships with advertisers regarding the effectiveness of its in-cinema advertising platform.

Reliance’s focus on product innovation and user engagement rather than short-term operating results may adversely affect Reliance’s revenues.

Reliance intends to quickly develop and launch new and innovative features. Reliance intends to focus on improving the user experience and on developing new and improved products and services for the advertisers. Reliance intends to prioritize innovation and the experience for users and advertisers over short-term operating results. Reliance may frequently make product and service decisions that may reduce Reliance’s short-term operating results if it believes that the decisions are consistent with its goals to improve the user experience performance for advertisers, which it believes will improve its operating results over the long term. These intended decisions may not be consistent with the short-term expectations of investors and may not produce the long-term benefits that Reliance expects, in which case, its relationships with advertisers and its business and operating results could be harmed. In addition, Reliance’s intent to focus on experience may negatively impact Reliance’s relationships with prospective advertisers. This could result in a loss of advertisers, which could harm Reliance’s revenue and operating results.

Reliance user growth and engagement on mobile devices depend upon effective operation with mobile operating systems and standards that Reliance does not control.

Reliance intends to make its products and services available across a variety of operating systems and through websites. Reliance will be on the interoperability with popular devices, desktop and mobile operating systems and web browsers that Reliance does not control, such as Mac OS, Windows, Android, iOS, Chrome and Firefox. Any changes in such systems, devices or web browsers that degrade functionality of Reliance’s products and services or give preferential treatment to competitive products or services could adversely affect the usage of Reliance’s products and services. Further, if the number of platforms for which Reliance develops its product expands, it will result in an increase in Reliance’s operating expenses. In order to deliver high-quality products and services, it is important that Reliance’s products and services work well with a range of operating systems, networks, devices, web browsers and standards that Reliance does not control. In addition, because a majority of Reliance’s future users may access Reliance’s products and services through mobile devices, Reliance is particularly dependent on the interoperability of it and services with mobile devices and operating systems. Reliance may not be successful in developing relationships with key participants in the mobile industry or in developing products or services that operate effectively with these operating systems, networks, devices, web browsers and standards. In the event that it is difficult for Reliance’s users to access and use Reliance’s products and services, particularly on their mobile devices, Reliance’s users’ growth and engagement could be harmed, and its business and operating results could be adversely affected.

Reliance’s success is tied to the continued use of the internet and smartphones, and the reliability and adequacy of online infrastructure in India and emerging markets and data pricing.

Reliance’s business and future operating results are substantially dependent upon numerous factors affecting the continued use of the internet by consumers as an effective medium for entertainment through gaming and sports media, as well as edutainment. These factors include the rate of growth of mobile devices, internet and broadband usage and penetration, extant laws, regulations and policies governing online gaming, and chance-based games, acceptance of and media publicity regarding sports media and virtual tournaments, concerns on online data privacy and general economic conditions globally and in particular India and emerging markets. Reliance’s success will depend, in large part, upon third parties maintaining and improving the internet infrastructure to provide a reliable network backbone with the speed, data capacity, security and hardware necessary for reliable internet access and services. The continued growth in Reliance’s revenue is substantially dependent upon the widespread acceptance and use of the internet. India has experienced internet shutdowns in certain cities across India where the government has directed telecom companies to shut down services or take down sites, any increase in frequency of such shutdowns could adversely impact its ability to provide its platforms. The demand for, and acceptance of, services sold over the internet and apps are highly uncertain. Rapid growth in mobile gaming and eSports as a medium of entertainment and the use of the internet and other online services for learning and edutainment is still a relatively recent phenomenon in India, and Reliance cannot assure you that this trend will continue or that internet penetration among Indian customers will increase. As a result, growth in Reliance’s user base is dependent on attracting them to its platforms. Concerns about fraud, privacy, lack of trust and other problems may also discourage businesses from adopting the internet. Failures by online companies in India to meet consumer demands could result in consumer reluctance to use the internet as a means for information exchange. If these concerns are not adequately addressed, they may inhibit the growth of apps in India. In addition, if a well-publicized breach of internet security or privacy of data collected through mobile apps were to occur, general usage could decline, which could reduce the use of our services and impede its growth, and may, in turn, negatively impact its business, cash flows, financial condition and results of operations.

Reliance may not be successful in its efforts to grow and monetize its services.

Prospective developers may not be successful in building apps or websites that create and maintain user engagement. Additionally, potential developers may choose to build on other platforms, including mobile platforms controlled by third parties, rather than building on the Reliance’s platform or providing content for Reliance services. Reliance intends to balance the distribution objectives of Reliance’s developers with Reliance provide an optimal user experience, and Reliance may not be successful in achieving a balance that attracts and retains Reliance’s product developers. If Reliance is not successful in its efforts to grow Reliance’s products or if Reliance is unable to build and maintain good relations with platform and services developers, Reliance’s user growth and user engagement and Reliance’s financial results may be adversely affected.

Reliance’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to s uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the COVID-19 pandemic. The estimates and forecasts included in this proxy statement/prospectus relating to the size and expected growth of the target market and market demand may also prove to be inaccurate. The addressable market may not materialize in the timeframe of the projections included herein, if ever, and even if the markets meet the size estimates and growth estimates presented in this proxy statement/prospectus, its business could fail to grow at similar rates.

Reliance or its users, experience disruptions in Internet service or if Internet service providers are able to block, degrade or charge for access to Reliance’s products and services, Reliance could incur additional expenses and the loss of users and advertisers.

Reliance depends on the ability of Reliance’s users and advertisers to access the Internet. This access will be provided by companies—including hostile legacy technology companies—that have significant market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, government-owned service providers, device manufacturers and operating system providers, any of whom could take actions that degrade, disrupt or increase the cost of user access to Reliance’s products or services, which would in turn, negatively impact Reliance’s business. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws or practices limiting Internet neutrality, could decrease the demand for, or the usage of, Reliance’s products and services, increase Reliance’s cost of doing business and adversely affect Reliance’s operating results. Reliance will also rely on other companies to maintain reliable network systems that provide adequate speed, data capacity and security to Reliance and Reliance’s users. As the Internet continues to experience growth in the number of users, frequency of use and amount of data transmitted, the Internet infrastructure that Reliance and its users rely on may be unable to support the demands placed upon it. The failure of the Internet infrastructure that Reliance or Reliance’s users rely on, even for a short period of time, could undermine Reliance’s operations and harm Reliance’s operating results.

Reliance believes that its ability to compete effectively for users depends upon many factors both within and beyond Reliance’s control, including:

Reliance faces competition from both, new as well as existing players in the films and television media segments. Intensified competition from these players in recent years has increased demand for the limited content pool, which has in turn contributed to an increase in costs for content acquisition. There can be no assurance that the costs of content acquisition will not continue to increase in the future, making it more difficult for Reliance to access content cost-effectively. Further, the prices of commercially compelling content could rise disproportionately due to scarce supply of such content. This could reduce Reliance’s ability to sustain profit margins, which could have a material adverse effect on its business prospects, financial condition and results of operations. Reliance’s revenue will initially be generated through ads, and Reliance will compete against online and mobile businesses, including those referenced above, and traditional media outlets, such as television, radio and print for advertising budgets. In order to grow Reliance’s revenue and improve Reliance’s operating results, Reliance may increase Reliance’s share of spending on advertising relative to Reliance’s competitors, many of which are larger companies that offer more traditional and widely accepted advertising products. In addition, some of Reliance’s larger competitors have substantially broader product or service offerings and user bases and leverage their relationships based on other products or services to gain additional share of advertising budgets.

Reliance believes that its ability to compete effectively for advertiser spend depends upon many factors both within and beyond Reliance’s control including:

In recent years, there have been significant acquisitions and consolidation by and among Reliance’s potential competitors. Reliance anticipates this trend of consolidation will continue, which will present heightened competitive challenges for Reliance’s business.

Many of Reliance’s potential competitors have significantly greater resources and better competitive positions in certain markets other than Reliance does. These factors may allow Reliance’s competitors to respond more effectively to new or emerging technologies and changes in market requirements. Reliance’s competitors may develop products, features, or services that are similar to Reliance’s or that achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. In addition, platform partners may use information shared by Reliance’s users in order to develop products or features that compete with Reliance. If Reliance is not able to effectively compete, Reliance’s user base and level of user engagement may decrease, which could make Reliance less attractive to developers and advertisers and materially and adversely affect Reliance’s revenue and results of operations.

Additionally, the market for in-home filmed entertainment is intensely competitive and subject to rapid change. Many consumers maintain simultaneous relationships with multiple in-home filmed entertainment providers and can easily shift spending from one provider to another. For example, consumers may subscribe to HBO, Netflix, Hulu, Disney+, Amazon Prime, or some combination thereof, all in the same month. Competitors may be able to launch new businesses at relatively low cost. Many of the Reliance’s competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing, and other resources than Reliance does. Some of Reliance’s competitors have adopted, and may continue to adopt, aggressive pricing policies and devote substantially more resources to marketing and website and systems development than Reliance does. This could affect adversely Reliance’s ability to provide filmed entertainment on favorable terms, ultimately harming Reliance’s business.

As on the date of this filing, Reliance and its affiliates have produced and/or distributed approximately 400 films. Each film is important to Reliance because not only will it account for a significant revenue during the year in which it is first released but there are huge costs involved in the production of a film which have to adjusted against the profit made by the film else Reliance run risk of having reduced cash flow. The unexpected delay in release or commercial failure of one or more films could have significant effect on the cash flow and the result of our operations for both, the year of release and in the future. Historically, feature films which are successful in the Indian theatrical markets tend to have success across the multiple theatrical markets. Success at the box office also drives value across post theatrical distributions although each film is different and there is no way to guarantee that. If Reliance’s films fail to achieve commercial success our result of operations and financial health can be adversely affected.

Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact Reliance’s business.

The market for entertainment video is intensely competitive and subject to rapid change. Through new and existing distribution channels, consumers have increasing options to access entertainment video. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the entertainment video market. Piracy, in particular, threatens to damage our business, as its fundamental proposition to consumers is so compelling and difficult to compete against: virtually all content for free. Furthermore, in light of the compelling consumer proposition, piracy services are subject to rapid global growth. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet based e-commerce or entertainment video providers are increasing their streaming video offerings. Several of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain content and significant financial, marketing and other resources. They may secure better terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. Companies also may enter into business combinations or alliances that strengthen their competitive positions. If Reliance is unable to successfully or profitably compete with current and new competitors, Reliance’s business will be adversely affected, and Reliance may not be able to increase or maintain market share, revenues or profitability.

Changes in public and consumer tastes and preferences for entertainment and consumer products could reduce demand for Reliance’s entertainment offerings and products and adversely affect the profitability of any of Reliance businesses.

The success of Reliance’s businesses depends substantially on consumer tastes and preferences that often change in unpredictable ways. The success of its businesses depends on its ability to consistently create market and distribute content that meet the changing preferences of the consumer market. Many of Reliance businesses increasingly depend on acceptance of its offerings and products by consumers within and outside India, and their success therefore depends on Reliance’s ability to successfully predict and adapt to changing consumer tastes and preferences outside as well as inside India. Moreover, Reliance must often invest substantial amounts in production, marketing & distribution, before it learns the extent to which these products will earn consumer acceptance. If its entertainment offerings and products do not achieve sufficient consumer acceptance, its revenue from advertising sales (which are based in part on ratings for the programs in which advertisements air) or subscription fees for broadcast and cable programming and online services, from theatrical film receipts or other non-theatrical revenues and services may decline and adversely affect the profitability of one or more of its businesses.

The demand for film production business depends substantially on consumer tastes or preferences that often change in unpredictable ways. There is no assured way that will help Reliance in predicting whether any film will be successful or not. The popularity and economic success of Reliance films depends on many factors including general consumer tastes, the actors and other key talent involved, target audience, the promotion and marketing of the film, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, the genre and specific subject matter of the film, its critical acclaim, the breadth and format of its release and other tangible and intangible factors, which Reliance cannot predict with certainty and which may be beyond its control. This could result in anticipated profits not being realized, which could have a material adverse effect on Reliance’s business prospects, financial condition and results of operations.

Changes in consumer behavior resulting from new technologies and distribution platforms may affect Reliance’s viewership and profitability in unpredictable ways.

Consumers are spending an increasing amount of time online and on mobile devices and tablets, and technology and business models in these areas continue to evolve rapidly. New forms of content distribution provide different economic models and compete in ways that are not entirely predictable. For example, digital distributors are generally licensed different rights than traditional cable and satellite operators, in many cases having rights to older, library product for use in later windows. Nevertheless, library product competes in some respects with the current content offered by traditional cable and satellite operators, and the cable and satellite operators are increasingly offering applications that distribute cable and satellite television to portable devices in competition with digital-only distributors. Such competition could reduce demand for our traditional television offerings or for the offerings of digital distributors, and reduce our revenue from these sources.

New technologies and distribution platforms are having other effects on the marketplace. For example, some distributors have gained, or may gain, market power, which could affect our ability to maximize the value of Reliance’s content through those platforms. Some distributors have taken positions that they have more expansive rights than Reliance believes they have granted, which, if they prevail, could limit our revenue opportunities and its ability to control distribution to maximize revenue and profitability. All of these factors create uncertainty in the marketplace, and there can be no assurance that the strategies Reliance develops to address them will be effective.

Reliance’s new products, services and initiatives and changes to existing products, services and initiatives could fail to attract sufficient use advertisers or generate revenue.

Reliance’s ability to increase the size and engagement may attract advertisers and generate revenue which will depend in part on Reliance’s ability to create successful new products and services, both independently and in conjunction with third parties. Reliance may introduce significant changes to Reliance’s existing products and services or develop and introduce new and unproven products and services, including technologies with which Reliance has little or no prior development or operating experience. If new or enhanced products or services fail to engage users and advertisers, Reliance may fail to attract or retain users or to generate sufficient revenue or operating profit to justify Reliance’s investments, and Reliance’s business and operating results could be adversely affected. In the future, Reliance may invest in new products, services, and initiatives to generate revenue, but there is no guarantee these approaches will be successful. If Reliance’s strategic initiatives do not enhance Reliance’s ability to monetize Reliance’s products and services or enable it to develop new approaches to monetization, Reliance may not be able to maintain or grow Reliance’s revenue or recover any associated development costs and Reliance’s operating results could be adversely affected.

If Reliance’s efforts to build and maintain strong brand identity, improve user base and subscriber satisfaction for Reliance’s services are not successful, Reliance may not be able to attract or retain users or subscribers, and Reliance’s operating results will be affected. If events occur that damage Reliance’s reputation and brand, Reliance’s ability to expand Reliance’s base of users, developers and advertisers impaired, and Reliance’s business and financial results may be harmed.

Reliance believes that maintaining and enhancing Reliance’s brand is critical to expanding its base of users, developers and advertisers. Maintaining and enhancing Reliance’s brand will depend largely on Reliance’s ability to continue to provide useful, reliable, trustworthy and innovative products, which Reliance may not do successfully. Reliance may introduce new products or terms of service that users do not like, which may negatively affect Reliance’s brand. Additionally, the actions of Reliance’s platform developers may affect Reliance’s brand if users do not have a positive experience using third-party apps and websites Reliance’s brand may also be negatively affected by the actions of users that are hostile towards other users impersonating other people, by users identified as spam, by users introducing excessive amounts of spam on Reliance’s platform or by obtaining control over users’ accounts. Reliance expects that in the future, Reliance may experience media, legislative, or regulatory scrutiny of decisions regarding user privacy or other issues, which may adversely affect Reliance’s reputation and brand. Reliance also may fail to provide customer service, which could erode confidence in Reliance’s platform. Maintaining and enhancing Reliance’s platform may require it to make investments and these investments may not be successful. If Reliance fails to successfully promote and maintain its platform or if it incurs excessive expenses in this effort, Reliance’s business and financial results may be adversely affected.

If Reliance is unable to offset increased demand for titles with increased subscriber retention or operating margins, Reliance’s operating results may be affected adversely.

If Reliance does not attract and retain subscribers or does not achieve operating margins to an extent necessary to offset operating costs, Reliance’s operating results will be adversely affected. In addition, subscriber demand for titles may increase for a variety of other reasons beyond Reliance’s control, including promotion by studios and seasonal variations in movie watching. Reliance’s subscriber growth and retention may be affected adversely if Reliance attempts to increase Reliance’s monthly subscription fees to offset any increased costs of acquiring or delivering titles.

Reliance’s operating results may be materially and adversely affected by the seasonality of its business.

Reliance’s revenue and operating results are seasonal in nature due to variation in factors such as advertising spend acquisition activities of television broadcasters and overall entertainment consumption patterns of consumers. Entertainment consumption patterns and advertising spends have traditionally been highest during school holidays, national holidays and the festivals. They are also affected by competing leisure and entertainment activities such as cricket and football among others. As a result, quarterly results can vary from one year to the next and the results of one quarter are not necessarily indicative of results for the next or any future quarter.

Reliance’s financial position and results of operations fluctuate from period to period due to film delivery schedules and other factors and may not be indicative of results for future periods.

Reliance’s financial position and results of operations for any period are significantly dependent on the number, timing and commercial success of films delivered or made available to various media in that period, none of which can be predicted with certainty. Theatre attendance in India has traditionally been highest during school holidays, national holidays and festivals and Reliance typically aims to release big-budget films at these times. Consequently, Reliance’s financial position and results of operations may fluctuate materially from period to period and the results of any one period are not necessarily indicative of results for future periods. The delivery schedules of films are difficult to predict and not consistent from year to year, which may cause our revenue to fluctuate from period to period, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

If Reliance fails to maintain or, in newer markets establish, a positive reputation concerning its service, including the content Reliance offers, Reliance may not be able to attract or retain members, and its operating results may be adversely affected.

Reliance believes that a positive reputation concerning its service is important in attracting and retaining members. To the extent Reliance content, in particular, its original programming, is perceived as low quality, offensive or otherwise not compelling to consumers, its ability to establish and maintain a positive reputation may be adversely impacted. To the extent Reliance content is deemed controversial or offensive by government regulators, Reliance may face direct or indirect retaliatory action or behavior, including being required to remove such content from its service, its entire service could be banned and/or become subject to heightened regulatory scrutiny across its business and operations. Reliance could also face boycotts which could adversely affect our business. Furthermore, to the extent Reliance’s response to government action or our marketing, customer service and public relations efforts are not effective or result in negative reaction, our ability to establish and maintain a positive reputation may likewise be adversely impacted. With newer markets, Reliance also need to establish our reputation with consumers and to the extent Reliance is not successful in creating positive impressions, Reliance’s business in these newer markets may be adversely impacted.

Following the Business Combination, Reliance may need additional capital, and Reliance cannot be sure that additional financing will be available.

The production, acquisition, marketing and distribution of films, TV and digital media content requires substantial capital upfront and may require significant time between the beginning of the production and release. A significant amount of time may elapse between Reliance’s expenditure of funds and receipt of revenues after release or distribution of such content. This may require Reliance to fund a significant portion of its capital requirements from its credit facilities and other financing sources. Reliance may also require working capital funds for content acquisition and business growth. The actual amount and timing of its fund requirements may also differ from estimates as a result of, among other things, unforeseen delays or cost overruns in acquiring content, changes in business plans due to prevailing economic conditions, unanticipated expenses and regulatory changes. To the extent, Reliance’s planned expenditure requirements exceed its available resources; Reliance will be required to seek additional debt or equity financing. These borrowings must be repaid even if the films are not successful commercially, affecting the financial condition of the company.

Although Reliance currently anticipates that the proceeds from the Business Combination and the additional financing activities contemplated, together with Reliance’s available funds and cash flow from operations, will be sufficient to meet Reliance’s cash needs for the foreseeable future, Reliance may require additional financing. Reliance’s ability to obtain financing will depend, among other things, on Reliance’s development efforts, business plans, operating performance and condition of the capital markets at the time Reliance seeks financing. Reliance cannot assure you that additional financing will be available to it on favorable terms when required, or at all. If Reliance raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights of IMAQ common stock, and the existing stockholders may experience dilution.

If Reliance fails to procure content from content providers upon terms acceptable to Reliance, Reliance’s business may be materially and adversely affected.

Reliance’s ability to provide its consumers with content for film, TV and OTT platform depends in part on its ability to procure content from other content providers. Herein, Reliance typically enters into license agreements with third-party content providers. The license periods and the terms and conditions of such licenses vary. If content providers and other right holders are no longer willing or able to license content to Reliance upon terms acceptable to it, its ability to offer content to its users will be adversely affected and/or its cost could further increase. As competition intensifies, Reliance may see the cost of licensed content increase. As Reliance seeks to differentiate its service, it is increasingly focused on securing rights other than theatrical distribution and online streaming rights. Reliance also acquires other forms of copyright such as rights to adapt the original content into films, drama series, animation and other entertainment formats. Reliance focuses on offering an overall mix of content that appeals to its consumers in a cost-efficient manner. If Reliance does not maintain a compelling mix of content, its customer acquisition and retention may be adversely affected.

Reliance is largely dependent on cinema theatre operators for release and display of films. Its inability to secure sufficient screens for the display of its films could adversely affect its business and result of our operations.

For new film releases Reliance is largely dependent on cinema theatre operators including multiplex chains for release and display of its films as per release schedule regardless of whether they are produced by Reliance or for the films where Reliance has acquired distribution rights. The failure of cinema theatre operators in displaying such films, on account of any reason including, geo-political reasons, could adversely affect Reliance’s business and damage its reputation, any of which could have a material adverse effect on the Reliance’s business, financial condition and results of operations.

The loss of affiliation agreements, renewal on less favorable terms or adverse interpretations could cause Reliance’s revenues to decline in any given period or in specific markets.

Reliance is dependent upon its affiliation agreements with cable television operators, satellite operators, online content distributors, mobile networks and other distributors for the distribution of its programming and program services. Reliance has agreements in place with the major cable and satellite distributors and online content distributors, but there can be no assurance that these agreements will be renewed in the future on terms, including pricing, acceptable to Reliance. The loss of a significant number of these arrangements, or the loss of carriage on the most widely available cable and satellite programming tiers, could reduce the distribution of Reliance’s programming and program services and decrease the potential audience for its programs, thereby negatively affecting Reliance’s growth prospects and revenues from advertising and affiliate fees. In addition, as these affiliate agreements have grown in complexity, the number of disputes regarding the interpretation of the agreements has grown, resulting in greater uncertainty and, from time to time, costly litigation to enforce Reliance’s rights.

Reliance’s reputation and relationships with subscribers and credit card companies would be harmed if Reliance’s billing data were to be accessed by unauthorized persons or Reliance’s billing software fails.

To secure transmission of confidential information obtained by Reliance for billing purposes, their subscribers’ credit card data, Reliance intends to rely on licensed encryption and authentication technology. In conjunction with the credit card companies, Reliance intends to take measures to protect against unauthorized intrusion into Reliance’s subscribers’ credit card and other data. If, despite these measures, Reliance experience any unauthorized intrusion into their subscribers’ data, potential subscribers may become unwilling to provide the information to Reliance necessary for them to become subscribers, and Reliance’s business could be affected adversely. Similarly, if a well-publicized breach of the consumer data security of any other major consumer website were to occur, there could be a general public loss of confidence in the use of the Internet for commerce transactions, which could adversely affect Reliance’s business.

In addition, because Reliance may obtain their subscribers’ billing information on its website, Reliance likely may not obtain signatures from subscribers in connection with the use of credit cards by them. Under current credit card practices, to the extent Reliance does not obtain cardholders’ signatures, Reliance is liable for fraudulent credit card transactions, even where the associated financial institution approves payment of the orders. Reliance does not currently carry insurance against the risk of fraudulent credit card transactions. A failure to adequately control fraudulent credit card transactions would harm Reliance’s business and results of operations.

Any future problems with Reliance’s billing software may have an adverse effect on Reliance’s subscriber satisfaction and may cause one or more of the major credit companies to disallow Reliance’s continued use of their payment products. In addition, if Reliance’s billing software fails and Reliance fails to bill subscribers Reliance’s cash flow and results of operations will be affected adversely.

Unfavorable media coverage could negatively affect Reliance’s business.

Reliance may receive a high degree of media coverage around the world. Unfavorable publicity regarding, for example, Reliance’s privacy practices, product changes, product quality, litigation or regulatory activity, or the actions of Reliance’s platform or streaming services developers or Reliance’s users could adversely affect Reliance’s reputation and its ability to transact with its third-party providers. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of Reliance’s user base and result in decreased revenue, which could adversely affect Reliance’s business and financial results.

Reliance’s intellectual property may be infringed upon and others have and may continue to accuse Reliance of infringing on their intellectual property, either of which could adversely affect Reliance’s business and result in very expensive litigation.

In recent years, there has been significant litigation in the United States over patents and other intellectual property rights. Although Reliance is not engaged in such litigation, in the future Reliance or customers who use Reliance’s products may unintentionally infringe the trademarks, copyright, patents and other intellectual property rights of third parties, including allegations made by Reliance’s competitors or by non-practicing entities. Reliance cannot predict whether assertions of third-party intellectual property rights or claims arising from these assertions will substantially harm Reliance’s business and operating results. If Reliance is forced to defend any infringement claims, whether they are with or without merit or are ultimately determined favor, Reliance may face costly litigation and diversion of technical and management personnel. Some of Reliance’s competitors have substantially greater resources than Reliance does and are able to sustain the cost of complex intellectual property litigation to a greater extent and for longer period of time than Reliance could. Furthermore, an adverse outcome of a dispute may require Reliance: to pay damages, potentially including treble damages attorneys’ fees, if Reliance is found to have willfully infringed a party’s patent or other intellectual property rights; to cease making, licensing products that are alleged to incorporate or make use of the intellectual property of others; and to enter into potentially unfavorable royalty or license agreements in order to obtain the rights to use necessary technologies. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to Reliance, or at all. In any event, Reliance may need to license intellectual property which would require Reliance to pay royalties or make one-time payments. Even if these matters do not result in litigation or are resolved in Reliance’s favor or without significant settlements, the time and resources necessary to resolve them could harm Reliance’s business, operating results, financial condition and reputation.

In addition, if Reliance’s advertising customers do not own the copyright for advertising content included in their advertisements or if digital media property owners do not own the copyright for content to the digital media next to which the advertisements appear, advertisers and digital media properties could receive complaints from copyright owners, which could harm Reliance’s reputation and Reliance’s business.

As such, litigation diverts the time and resources of management, regardless of the merits of the claim. There can be no assurance that would prevail in any future litigation relating to Reliance’s licensing agreements. If Reliance were to lose such a case and be required to cease the sale of certain products or the use of certain technology or were forced to pay monetary damages, the results could adversely affect Reliance’s businesses and reputation.

Theft of Reliance’s entertainment content, including digital copyright theft and other unauthorized exhibitions of our content, may decrease revenue received from our programming and motion pictures and adversely affect its businesses and profitability.

The success of Reliance’s businesses depends in part on our ability to maintain and monetize its intellectual property rights to its entertainment content. Reliance is fundamentally a content company and theft of its brands, motion pictures and home entertainment product, television programming, digital content and other intellectual property has the potential to significantly affect it and the value of its content. Copyright theft is particularly prevalent in many parts of the world that lack effective copyright and technical protective measures similar to those existing in the United States and/or that lack effective enforcement of such measures. The interpretation of copyright, privacy and other laws as applied to its content, and its piracy detection and enforcement efforts, remain in flux. The failure to strengthen and/or the weakening of existing intellectual property laws could make it more difficult for Reliance to adequately protect its intellectual property and negatively affect its value.

Content theft is made easier by the wide availability of higher bandwidth and reduced storage costs, as well as tools that undermine security features such as encryption and the ability of pirates to cloak their identities online. In addition, Reliance and its numerous production and distribution partners operate various technology systems in connection with the production and distribution of our programming and motion pictures, and intentional or unintentional acts could result in unauthorized access to its content, a disruption of its services, or improper disclosure of personal data or confidential information. The increasing use of digital formats and technologies heightens this risk. Unauthorized access to Reliance’s content could result in the premature release of motion pictures or television shows, which is likely to have a significant adverse effect on the value of the affected programming.

Copyright theft has an adverse effect on Reliance’s business because it reduces the revenue that Reliance is able to receive from the legitimate sale and distribution of its content, undermines lawful distribution channels and inhibits its ability to recoup or profit from the costs incurred to create such works. Reliance is actively engaged in enforcement and other activities to protect its intellectual property, and it is likely that Reliance will continue to expend substantial resources in connection with these efforts. Efforts to prevent the unauthorized distribution, performance and copying of its content may affect its profitability and may not be successful in preventing harm to its business.

Reliance operates in new and evolving industries. Reliance may not be able to respond to changes in market conditions or to new or emerging technologies.

You should take into account the risks and uncertainties frequently encountered by new companies in rapidly evolving markets. Reliance results in any given quarter can be influenced by numerous factors, many of which Reliance is unable to predict or is outside of Reliance’s control, including:

Reliance may fail to anticipate or successfully adopt and incorporate new technologies in its offerings.

Production tools and techniques are prone to rapid changes in technology. Reliance may not be able to adapt to such changes in a timely manner or at all. In order to remain competitive, Reliance could be required to upgrade its technology, and any failure to do so could have a material adverse effect on its business prospects, financial condition and results of operations.

There is rapid technology change in the mobile games, which requires Reliance to anticipate well in advance the technologies it should develop and implement to make its offerings more accessible and competitive in the market. For instance, during the last few years, virtual reality and augmented reality have experienced significant growth and popularity in games and sports media platforms. Reliance need to constantly upgrade its technology to provide improved performance, increased scale and better integration among its businesses, which requires investment of financial resources in research and development, upgrading hardware, software and internet infrastructure, and significant investments of time and resources. However, there is no assurance that Reliance will be able to commit adequate financial resources or be able to invest the requisite time and resources to be able to keep up with improvements in technologies in an efficient and cost-effective manner, or at all. Integration of advanced technologies could also render apps more expensive for consumers and hence commercially unviable.

Failure to maintain and improve its technology infrastructure may make Reliance vulnerable to unanticipated system disruptions, security breaches, slower response times and errors on account of updates to third party systems used by it and which in turn could result in lower quality experiences for Reliance users and delays or disruptions in its data collection, storage and analytics. In addition, the software and interfaces Reliance use is mainly developed in-house. Reduced functionality or effectiveness of our software or platforms, or our inability to maintain and constantly improve our technology infrastructure to handle its business needs and ensure quality user experience, may materially and adversely affect its business, financial condition, cash flows, results of operation and prospects, as well as its reputation.

Movies produced or co-produced by Reliance are subject to censorship laws and regulations. Reliance may have to incur additional cost to comply with such censorship laws.

The content of Reliance’s productions and scripts are subject to censorship laws and regulations in India and abroad such as Cinematograph Act, 1952 which prescribed the establishment of provides for the establishment of Censor Board of Film Certification (“CBFC”) to monitor the content of the films. There are other laws to monitor the content being displayed and broadcasted including the Information Technology Act, 2000, Cable Television Networks (Regulation) Act, 1995, the Indian Telegraph Act, 1885, the Prasar Bharati (Broadcasting Corporation of India) Act, 1990 and the rules made thereunder, and other countries where Reliance has production or distribution activities. Any tightening of censorship laws and regulations may result in incurring additional costs to comply with the new censorship laws and regulations. This may have an adverse effect on Reliance’s business, financial condition and results of operations. Any amendment in the content as required by the Censorship Laws and Regulations will result in additional cost beyond the planned costs. In addition to cost over runs it could also delay the completion and release schedule of the film which could materially and adversely affect the business operations, financial conditions and prospects.

Reliance relies on a mix of its in-house team and JV Directors to generate creative ideas for original content and to supervise the original content origination and production process, and it intends to continue to invest resources in content production. Reliance may face competition for qualified personnel in a limited pool of high-quality creative talent. If Reliance is not able to compete effectively for talents or attract and retain top talents at reasonable costs, its original content production capabilities would be negatively impacted. Any deterioration in its in-house content production capability, inability to attract creative talents at reasonable costs or losses in personnel may materially and adversely affect its business and operating results. If Reliance is unable to offer popular original content that meets consumer tastes and preferences in a cost-effective manner, the consumer base may be adversely affected, Reliance may suffer from reduced audience traffic and its business, financial condition and results of operations may be materially and adversely affected.

Reliance may face legal uncertainties, including tax claims, tax notices or tax demands from authorities including GST authorities which may adversely affect Reliance’s business and financial performance.

Tax and other levies imposed by the central and state governments in India that affect Reliance’s tax liability include central and state taxes and other levies, income tax, turnover tax, goods and services tax, stamp duty and other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. The final determination of Reliance tax liabilities involves the interpretation of local tax laws and related regulations in each jurisdiction as well as the significant use of estimates and assumptions regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred. Reliance is involved in various disputes with tax authorities. For Example, in the past Reliance and some its joint ventures, have not paid certain indirect tax due to the tax authorities on the date such taxes were due and have also failed to file GST returns on the monthly basis. The inability of Reliance and its joint ventures to pay its taxes or file returns on or before due dates could significantly impact Reliance’s business.

Any change in Indian tax laws could have an effect on Reliance’s operations. For instance, the Taxation Laws (Amendment) Ordinance, 2019, a new tax ordinance issued by India’s Ministry of Finance on September 20, 2019, prescribes a number of changes to the income tax rate applicable to companies in India. According to this new ordinance, companies can henceforth voluntarily opt for a concessional tax regime (subject to no other special benefits/exemptions being claimed), which would ultimately reduce the effective tax rate for Indian companies from 34.94% to approximately 25.17%.

The Finance Act, 2020 (“Finance Act”), has, amongst others things, provided a number of amendments to the direct and indirect tax regime, including, without limitation, a simplified alternate direct tax regime and that dividend distribution tax (“DDT”), will not be payable in respect of dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly, such dividends would not be exempt in the hands of the shareholders, both resident as well as non- resident and are likely to be subject to tax deduction at source. IMAQ may or may not grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the purposes of deducting tax at source from such dividend. Investors should consult their own tax advisors about the consequences of investing or trading in the equity of IMAQ. Further, the Government of India has notified the Finance Act, 2021, which has introduced various amendments to taxation laws in India. There is no certainty on the impact that the Finance Act may have on our business and operations or on the industry in which Reliance operates. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for Reliance to resolve and may impact the viability of Reliance’s current business or restrict its ability to grow its business in the future.

Reliance may be affected by competition laws, the adverse application or interpretation of which could adversely affect Reliance’s business.

The Competition Act, 2002, as amended (“Competition Act”), was enacted for the purpose of preventing practices having an appreciable adverse effect on competition in India and mandates the Competition Commission of India (“CCI”) to regulate such practices. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition in India is void and may result in substantial penalties. Any agreement among competitors which directly or indirectly determines purchase or sale prices, directly or indirectly results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical development, investment or the provision of services, or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or types of goods or services or number of customers in the relevant market or any other similar way, is presumed to have an appreciable adverse effect on competition in the relevant market in India and shall be void. The Competition Act also prohibits the abuse of dominant position by any enterprise. If it is demonstrated that any contravention committed by a company took place with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of such company, that person shall be guilty of the contravention and may be punished.

On March 4, 2011, the Government notified and brought into force the combination regulation (merger control) provisions under the Competition Act with effect from June 1, 2011. These provisions require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to and pre-approved by the CCI. Additionally, on May 11, 2011, the CCI issued the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations 2011, as amended, which sets out the mechanism for implementation of the merger control regime in India. Consequently, all agreements entered into by Reliance may fall within the purview of the Competition Act.

Further, the CCI has extraterritorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination has an appreciable adverse effect on competition in India. However, Reliance cannot predict with certainty the impact of the provisions of the Competition Act on the agreements entered into by Reliance at this stage. Reliance is not currently party to any outstanding proceedings, nor has received notice in relation to non-compliance with the Competition Act or the agreements entered into by Reliance. However, if Reliance is affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect Reliance’s business, financial condition, results of operations and cash flows.

Changes in U.S. or Foreign Communications Laws, laws affecting Intellectual Property Rights or other regulations may have an adverse effect on Reliance’s business.

Reliance’s program services and online properties are subject to a variety of laws and regulations, including those relating to content regulation, user privacy, data protection and consumer protection, among others. For example, there are various laws and regulations intended to protect the interests of children, including limits on the amount and content of advertising that may be shown during children’s programming and measures designed to protect the privacy of minors. In addition, the U.S. Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could directly or indirectly affect the operations or ownership of Reliance’s U.S. media properties. For example, if Reliance’s programming services are required to be offered on an “á la carte” or tiered basis, it could experience high costs, reduced distribution of its program services, perhaps significantly, and lose viewers on some or all of its channels. Reliance’s businesses could be affected by any such new laws and regulations, or the threat that additional laws or regulations may be forthcoming.

Reliance’s businesses are also impacted by the laws and regulations of the foreign jurisdictions in which Reliance, or its partners, operate.

Reliance could incur substantial costs to comply with new laws and regulations or substantial penalties or other liabilities if it fails to comply. Reliance could also be required to change or limit certain of its business practices, which could impact its ability to generate revenues. For example, the EU’s European Court of Justice recently ruled that some territorial, as opposed to pan-EU, licensing of content for satellite distribution violates European Union law and that some existing agreements related to satellite distribution with territorial restrictions may be unenforceable. The effects of this ruling on Reliance’s business are not yet fully realized. In addition, some international governments and regulators support additional limitations on food and beverage advertising to children, including OFCOM in the United Kingdom, which has restricted certain television advertisement, and certain international restrictions on alcohol advertising and the amount of advertising permitted on commercial networks are under consideration. Laws in some non-U.S. jurisdictions differ in significant respects from those in the United States, and the enforcement of such laws can be inconsistent and unpredictable. This could impact Reliance’s ability to expand its operations and undertake activities that it believes are beneficial to its business. Foreign investors are subject to foreign investment restrictions under Indian laws that may limit Reliance’s ability to attract foreign investors, which may have a material adverse impact on the market price of the equity of IMAQ.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares is not in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then the prior approval of the RBI will be required. Additionally, stockholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection or a tax clearance certificate from the income tax authority. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, Government of India, investments where the beneficial owner of the equity is situated in or is a citizen of a country which shares land border with India, can only be made through the Government approval route, as prescribed in FDI Policy. These investment restrictions shall also apply to subscribers of offshore derivative instruments. Reliance cannot assure you that any required approval from the RBI or any other governmental agency can be obtained on any particular terms or at all.

Rights of stockholders under Indian law may be more limited than under the laws of other jurisdictions.

Reliance’s Articles and Indian law govern its corporate affairs. Legal principles relating to these matters and the validity of corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ from those that would apply to a corporate entity in another jurisdiction. Stockholders’ rights under Indian law may not be as extensive as stockholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as one of Reliance’s stockholder than as a stockholder of a corporate entity in another jurisdiction.

Investors outside India may not be able to enforce any judgment of a foreign court against Reliance, except by way of a suit in India.

Reliance is incorporated as a public limited company under the laws of India and all its Directors and Key Management Personnel reside in India. Further, certain of its assets, and the assets of its Directors and Key Management Personnel, may be located in India. As a result, it may not be possible for investors of IMAQ to effect service of process outside India upon Reliance and such persons in jurisdiction outside India or to enforce against them judgments obtained in courts outside India against them. Moreover, it is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought in India or that an Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Indian public policy.

India has reciprocal recognition and enforcement of judgments in civil and commercial matters with a limited number of jurisdictions, which includes the United Kingdom, Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Indian Code of Civil Procedure, 1908 (the “Civil Code”). A judgment of a court of a country which is not a reciprocating territory may be enforced in India only by a suit on the judgment under Section 13 of the Civil Code, and not by proceedings in execution. Section 13 of the Civil Code provides that foreign judgments shall be conclusive regarding any matter directly adjudicated on except (i) where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or refusal to recognize the law of India in cases to which such law is applicable, (iv) where the proceedings in which the judgment was obtained were opposed to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the judgment sustains a claim founded on a breach of any law then in force in India. Under the Civil Code, a court in India shall, on the production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record.

The Civil Code only permits the enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against Reliance, our officers or Directors, it may be required to institute a new proceeding in India and obtain a decree from an Indian court. However, the party in whose favor such final judgment is rendered may bring a fresh suit in a competent court in India based on a final judgment that has been obtained in a non-reciprocating territory within three years of obtaining such final judgment. It is unlikely that an Indian court would award damages on the same basis or to the same extent as was awarded in a final judgment rendered by a court in another jurisdiction if the Indian court believed that the amount of damages awarded was excessive or inconsistent with public policy in India. In addition, any person seeking to enforce a foreign judgment in India is required to obtain prior approval of the RBI to repatriate any amount recovered pursuant to the execution of the judgment.

Reliance may face lawsuits or incur liability as a result of content published on Reliance’s products and services.

Reliance may face claims relating to content that is published or made available through Reliance’s products and services or third-party products or services. In particular, the nature of Reliance’s business exposes it to claims related to defamation, intellectual property rights, rights of public privacy, illegal content, content regulation and personal injury torts. The law relating to the liability of providers of online products or services for activities of their users remains somewhat unsettled, both within the India and internationally. This risk may be enhanced in certain jurisdiction outside the India where Reliance may be less protected under local laws than Reliance is in India. In addition, the public nature of communications on Reliance’s network exposes it to risks arising from the creation of impersonation accounts intended to be attributed to Reliance’s users or advertisers. Reliance could incur significant costs investigating and defending these claims. If Reliance incurs costs or liability as a result of these events occurring, Reliance’s business, financial condition and operating results could be adversely affected.

Reliance is required to maintain certain approvals or licenses required in the ordinary course of business and the failure to obtain them in a timely manner or at all may adversely affect Reliance’s operations.

Reliance requires certain approvals, licenses, registrations and permissions for operating its business. Further, the approvals that Reliance obtains may stipulate certain conditions requiring its compliance. In future, Reliance may need additional approvals for its business operations. Such approvals may expire from time to time in the ordinary course and Reliance may be required to make applications for such renewals. Further, there may be instances where Reliance has not obtained certain approvals. Failure to obtain, maintain or renew any approvals or licenses, in a timely manner or at all, may result in a levy of penalties or other regulatory action against it, in accordance with applicable laws, which may have an adverse impact on its business.

Many of Reliance’s video game products and services rely on, incorporate, and/or license open source software, which may pose particular risks to Reliance’s proprietary software, products, and services in a manner that could have a negative effect on Reliance’s business.

Reliance uses and plans to continue using open-source software in its video game products and services. Reliance, Reliance may from time-to-time face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that Reliance developed using such software, (which could include Reliance proprietary source code), or otherwise seeking to enforce the terms of an applicable license in a manner adverse to Reliance’s interests. These could result in litigation and could require Reliance to make its software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until Reliance can re-engineer them to avoid infringement. Reliance is proactively working to mitigate the risks by developing technical solutions to these potential challenges. However, this re-engineering process could require significant addition and development resources, and Reliance may not be able to complete it successfully. In addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Additionally, because any software source code Reliance contributes to open-source projects is publicly available, Reliance’s ability to protect Reliance’s intellectual property rights with respect to such software source code may be limited or lost entirely, and Reliance is unable to prevent Reliance’s competitors or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on Reliance’s business, financial condition, and operating results.

Reliance may rely in part on application marketplaces and Internet search engines to drive traffic to Reliance’s products and services, and if fails to appear high up in the search results or rankings, Reliance’s business and operating results could be adversely affected.

Reliance may rely on application marketplaces, such as Apple’s and Google’s Play, to drive downloads of Reliance’s mobile application. In the future, Apple, Google, or other operators of application market make changes to their marketplaces which make access to Reliance’s products and services more difficult or impossible.

Reliance’s competitors search engine optimization (“SEO”) efforts may result in their websites receiving a higher search result page ranking than Reliance’s, or Internet engines could revise their methodologies in a way that would adversely affect Reliance’s search result rankings. For example, Google has integrated its social networking offerings, including Google+, with certain of its products, including search, which could negatively impact the organic sea of Reliance’s web pages. Reliance anticipates fluctuations in search result rankings in the future. Any reduction in the number of users directed to Reliance’s mobile applications or website through application marketplaces and se engines could harm Reliance’s business and operating results.

More people are using devices other than personal computers to access the Internet and new platforms to produce and consume content, Reliance needs to promote the adoption of Reliance’s mobile applications, and Reliance’s business and operating results may be harmed if Reliance is unable to do so.

The number of people who access the Internet through devices other than personal computers, including mobile phones, smartphones, computers such as net books and tablets, video game consoles and television set-top devices, has increased dramatically in the past few years. There are 7.26 billion smart and feature phone users worldwide, including 6.65 billion smartphone users worldwide in 2022. Since Reliance may generate a majority of Reliance’s advertising revenue through users on mobile devices, Reliance must continue to drive adoption of Reliance’s mobile applications. In addition, mobile users frequently change or upgrade their mobile devices. In addition, as new devices and platforms are continually being released, users may consume content in a manner that is more difficult to monetize. It is difficult to predict the problems Reliance may encounter in adapting Reliance’s products and services and developing competitive new products and services that are compatible with new devices or platforms. Reliance is unable to develop products and services that are compatible with new devices and platforms, or if Reliance is unable to drive continued adoption of Reliance’s mobile applications, Reliance’s business and operating results may be harmed.

Reliance’s skill-based, fantasy and trivia real money games may be vulnerable to cheating programs or guides.

Unrelated third parties may develop “cheating” programs or guides that enable players to advance in its games and other skill-based games, which could reduce the demand for in for in-app virtual items that, upon purchase, enable players to progress in the game. In addition, unrelated third parties could attempt to scam its gamers with fake offers for virtual items. In addition, vulnerabilities in the design of its applications and of the platforms upon which they run could be discovered after their release, which may result in lost revenue opportunities from paying gamers or increased cost of developing technological measures to respond to these, either of which could harm Reliance’s business.

If Foreign Government Regulations relating to the internet or other areas of our business change, Reliance may need to alter the manner in which Reliance conducts business, or incur greater operating expenses.

The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the manner in which Reliance currently conduct business. As Reliance’s services and others like Reliance gain traction in international markets, foreign governments are increasingly looking to introduce new or extend legacy regulations to these services, in particular those related to broadcast media and tax. For example, recent changes to European law enables individual member states to impose levies and other financial obligations on media operators located outside their jurisdiction. Reliance anticipates that several jurisdictions may, over time, impose greater financial and regulatory obligations on Reliance. In addition, the continued growth and development of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional burdens on Reliance. If Reliance is required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause Reliance to incur additional expenses or alter its business model.

Changes in laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting net neutrality, could decrease the demand for Reliance services and increase Reliance’s cost of doing business. Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many countries, including across the European Union. In others, the laws may be nascent or non-existent. Furthermore, favorable laws may change, including for example, in the United States where net neutrality regulations were repealed. Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, Reliance could experience discriminatory or anti-competitive practices that could impede Reliance’s growth, cause Reliance to incur additional expense or otherwise negatively affect Reliance’s business.

If currency exchange rates fluctuate substantially in the future, Reliance’s operating results, which are reported in Indian Rupees (INR), could be adversely affected.

Reliance intends to expand international operations. As a result, Reliance will become more exposed to the effects of fluctuations in currency exchange rates. Reliance may incur expenses for employee compensation and other operating expenses at Reliance’s international locations in the local currency and accept payment from advertisers or data partners in currencies other than the Indian Rupee. Since Reliance may conduct business in currencies other than Indian Rupees but report Reliance’s operating results in Indian Rupees, Reliance faces exposure to fluctuations in currency exchange rates. Consequently, exchange rate fluctuations between the Indian Rupee and other currencies could have a material impact on Reliance’s operating revenue.

Any fluctuations in foreign exchange rates may have an impact on Reliance’s profits generated from emerging markets.

Reliance transact business in various currencies other than the Indian rupee and has significant international sales and expenses denominated in Indian Rupees and other currencies, which subjects Reliance to currency exchange risks. Since Reliance has significant international sales, any fluctuations in the foreign currency exchange rates resulting from, among other things, economic, geo-political or social factors may impact our ability to optimize the equation between maintain customer lifetime value and customer acquisition cost, as per our targets, which may result in an asymmetric and disproportional impact on its profits, revenue, results of operations and cash flows. Presently, Reliance has not entered into any hedging arrangements to account for any adverse changes to the foreign currency exchange rate, and there can be no assurance that in the absence of such arrangements, any changes in the foreign exchange rates in the future will not have an impact on its business condition and profitability.

Reliance’s business is subject to the risks of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by man-made problems such as terrorism, hostilities or civil unrest.

Reliance operations may be damaged or disrupted as a result of natural disasters such as earthquakes, floods, heavy rainfall, epidemics, tsunamis and cyclones and other events such as protests, riots and labor unrest. Such events may lead to the disruption of information systems and telecommunication services for sustained periods. They also may make it difficult or impossible for employees to reach our business locations which may affect our business. Damage or destruction that interrupts the development could adversely affect Reliance’s reputation, relationships with its customers, its senior management team’s ability to administer and supervise the business or it may cause Reliance to incur substantial additional expenditure to repair or replace damaged equipment or rebuild parts of our infrastructure. While Reliance’s insurance policies for assets cover such natural disasters, such policies may not be adequate to cover the loss arising from these events, which could adversely affect Reliance’s results of operations and financial condition and the price of the equity of IMAQ.

Reliance is applicant in respect of several trademark applications, copyright applications, and design applications, which are pending registration. A delay in, or failure to obtain, registration may result in its inability to adequately defend our intellectual property rights.

For certain characters, names and designs, Reliance has obtained intellectual property protection by way of registration under the Trade Marks Act, 1999, the Copyright Act, 1957 and the Designs Act, 2000. However, Reliance has not yet obtained registration for all the trademarks, copyrights and designs it has applied for.

Reliance cannot assure you that any of these applications shall be granted in its favor by the relevant authorities. It may face opposition in relation to its applications, Further, Reliance may ultimately be unsuccessful in its applications, which may result incurring costly litigation to defend the intellectual property rights related to such characters, names and designs distributed or proposed to be distributed by Reliance from opposition or infringements, in which case Reliance cannot assure you that it shall be successful in defending the same.

Reliance may suffer uninsured losses or experience losses exceeding its insurance limits, which may have a material adverse effect on its business, financial condition and results of operations.

While Reliance believes that it has adequately insured its operations and properties in a way that it understands is customary in the Indian entertainment industry and in amounts that it understands to be commercially appropriate, Reliance may be subject to liabilities against which Reliance is not adequately insured or against which Reliance cannot be insured, including losses suffered that are not easily quantifiable and which may damage its reputation. In addition, in the future, Reliance may not be able to maintain insurance of the types or in the amounts that it deems necessary or adequate or at premiums that Reliance consider appropriate. The occurrence of an event for which Reliance is not adequately or sufficiently insured, the successful assertion of one or more large claims against Reliance that exceed existing insurance coverage, any successful assertion of claims against our co-producers, or changes in the terms of its insurance policies could have a material adverse effect on our business, financial condition and results of operations.

In the future, Reliance may be involved in numerous class action lawsuits and other litigation matters that are expensive and time consuming, and if, resolved adversely, could harm Reliance’s business, financial condition or results of operations.

In addition to intellectual property and licensing claims, Reliance may also be involved in numerous other lawsuits, including putative class action lawsuits brought by users and advertisers, many of which claim statutory damages. In fact, Reliance anticipates that Reliance will continue to be a target for numerous lawsuits in the future. If Reliance is able to build an expansive user base, the plaintiffs in class action cases filed against Reliance typically will claim enormous monetary damages even if the alleged per-user harm is small or non-existent. Any litigation to which Reliance may in the future be a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or Reliance may decide to settle lawsuits on similarly unfavorable terms. Any such negative outcome could result in payments of substantial monetary damages or fines, or changes to Reliance’s products or business practices, and accordingly Reliance’s business, financial condition, or results of operations could be materially and adversely affected defending any future claims may be costly and can impose a significant burden on management and employees, and Reliance may receive unfavorable preliminary or interim rulings in the course of litigation, which could adversely affect the market price of the Combined Company’s common stock. Currently, Reliance has two (2) ongoing proceedings to which Reliance is a party to, either solely or jointly, and its JV, Plan C Studios LLP is also involved in two (2) proceedings which are sub-judice before Karkardoma Court, Delhi and Additional Districts and Sessions Court, Jaipur. There can be no assurances that a favorable final outcome will be obtained in any cases in the future.

Reliance’s costs may grow more quickly than Reliance’s revenue, harming Reliance’s business and profitability.

Reliance expects its expenses to continue to increase in the future as it broadens its user base, as users increase the number of connections and amount of data they share with it, as Reliance develops and implement new product features that require more computing infrastructure, and hires additional employees. Reliance expects to incur increasing costs, in particular for servers, storage, power, and data centers, to support Reliance’s anticipated future growth. Reliance expects to continue to invest in Reliance’s infrastructure in order to provide Reliance’s products rapidly and reliability to all users around the world, including in countries where Reliance does not expect significant short-term monetization. Reliance’s expenses may be greater than Reliance anticipates, and Reliance’s investments to make Reliance’s business and Reliance’s technical infrastructure more efficient may not be successful. In addition, Reliance may increase marketing, sales, and other operating expenses in order to grow and expand Reliance’s operations and to remain competitive. Increases in Reliance’s costs may adversely affect Reliance’s business and profitability.

Reliance depends on relationships with its distributors, exhibitors, licensee, platform owners and other channel partners to distribute its content. Any failure to maintain and grow these relationships could adversely affect Reliance’s ability to distribute content on favorable terms or at all, which would in turn affect its growth and profitability. Any other failure to exploit and grow its existing relationships within gaming ecosystem, distribution network and scale may further affect Reliance’s profitability and business growth.

Reliance generates revenues from the distribution of its content through various distribution channels, such as theatres, television, cable and DTH broadcasters, internet, electronic media, physical media and others. There can be no assurance that, it shall be able to negotiate favorable commercial terms with the platform owners. Reliance’s failure to maintain these relationships with the aforementioned platform owners or to establish and capitalize on new relationships, could harm its business or prevent its business from growing, which could have a material adverse effect on its business prospects, financial condition and results of operations.

Reliance cannot predict or forecast if a film will be successful. Further Reliance has limited experience in producing films, which could adversely affect the quality and consequently the profitability of the films it produces.

Reliance earns revenues by exploiting its established distribution network and existing relationships within the gaming and gamified early learning ecosystem. Acquisition of games and popular intellectual property is an integral part of its business. Reliance’s ability to successfully acquire such content depends on its ability to maintain existing relationships and form new ones. Reliance believes that maintaining existing relationships is key to enabling it to continue to secure such content and to exploit such content in the future. While Reliance has benefited from long-standing relationships with telecom operators, app stores and established relationships with content aggregators and third-party advertisement networks and marketing agencies in the past, there can be no assurance that it will be able to successfully maintain these relationships and continue to have access to content through such means. If any such relationship were to be adversely affected, or Reliance is unable to form new relationships or renew these arrangements in a timely manner or at all, or our access to content otherwise deteriorates, or if any party fails to perform under its agreements or arrangements with it, it could have a material adverse effect on its business prospects, financial condition, results of operations and cash flows.

Reliance relies upon a number of partners to make Reliance’s services available on their devices. Reliance currently offers members the ability to receive streaming content through a host of internet-connected screens, including TVs, digital video players, television set-top boxes and mobile devices.

Reliance has agreements with various cable, satellite and telecommunications operators to make Reliance’s services available through the television set-top boxes of these service providers, some of whom may have investments in competing streaming content providers. In many instances, Reliance’s agreements also include provisions by which the partner bills consumers directly for the service or otherwise offers services or products in connection with offering its service. If partners or other providers do a better job of connecting consumers with content they want to watch, for example through multi-service discovery interfaces, Reliance’s service may be adversely impacted. Reliance intends to continue to broaden our relationships with existing partners and to increase its capability to stream TV series and movies to other platforms and partners over time. If Reliance is not successful in maintaining existing and creating new relationships, or if Reliance encounters technological, content licensing, regulatory, business or other impediments to delivering its streaming content to its members via these devices, its ability to retain members and grow its business could be adversely impacted. In addition, technology changes to Reliance’s streaming functionality may require that partners update their devices, or may lead to Reliance to stop supporting the delivery of Reliance’s services on certain legacy devices. If partners do not update or otherwise modify their devices, or if Reliance discontinues support for certain devices, its service and its members’ use and enjoyment could be negatively impacted.

Reliance may not maintain profitability in the future.

Although Reliance has been profitable in the past, it expects to make investments in growing its business and may undertake acquisitions of other synergistic companies, which could reduce its profitability compared to past periods. In addition, Reliance will incur significant accounting, legal and other expenses that it did not incur during acquisitions. As a result of these increased expenditures, its profitability could decline in future periods. In future periods, Reliance’s revenue could decline or grow more slowly than it expects. Reliance also may incur significant losses in the future for a number of reasons, including due to the other risks described herein, and Reliance may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors.

Reliance’s inability to cater to the evolving consumer preferences, in India and abroad, in the mobile games industry may affect its business operations, cash flows and results of operations.

Consumer preferences for mobile games are usually cyclical and difficult to predict, and even successful titles remain popular for only limited periods of time, unless refreshed with new content or otherwise enhanced. In order to remain competitive, Reliance must continuously aggregate new mobile games for its telco subscription business or introduce enhancements to its existing mobile games. If Reliance’s future mobile games do not achieve expected consumer acceptance or generate sufficient revenues upon their introduction, it may not be able to recover the licensing and marketing costs associated with such games. While Reliance relies on data analytics in determining consumer preferences and trends, there is no assurance that the data analytics will be accurate or reliable, or whether it would be able to accurately predict and aggregate future mobile games offerings which will be suited to the changing consumer preferences. In addition, cultural differences within India and internationally, may affect consumer preferences and limit the international popularity of its mobile games that are popular in India or require it to modify the content of the mobile games to be successful. Our business and results of operations and cash flows could be negatively impacted if it does not correctly assess consumer preferences in the countries in which its mobile games are available.

Further, there are many factors that could adversely affect the popularity of its mobile games, including, among other things:

Reliance’s existing mobile games could cease to be popular for a variety of reasons including changes in consumer preferences. For instance, mobile cricket games which constitute a significant portion of Reliance’s mobile games, may become unpopular amongst the Indian population, which may have a significant adverse impact on our returns from operations. Additionally, some of Reliance mobile games require significant time before such games become popular. Accordingly, the rise in popularity of some mobile games can be slow and there may be significant time involved before it begins to realize the benefits of such offering. In the event that a mobile game that Reliance anticipates becoming popular fails to do so, it may not be able to realize such failure until several months after the mobile game has been released. If its existing mobile games offerings cease to remain popular or in the event that it is unable to introduce contemporary, popular mobile games or its new mobile games offerings fail to gain popularity, its business, results of operation and cash flows could be materially and adversely affected.

Any adverse change or downgrade in ratings of India may adversely affect Reliance’s business, results of operations and cash flows.

Reliance’s borrowing costs and its access to the debt capital markets depend significantly on the credit ratings of India. India’s sovereign rating is Baa3 with a “negative” outlook (Moody’s), BBB- with a “stable” outlook (S&P) and BBB-with a “negative” outlook (Fitch). Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact its ability to raise additional financing and the interest rates and other commercial terms at which such financing is available, including raising any overseas additional financing. A downgrading of India’s credit ratings may occur, for example, upon a change of government tax or fiscal policy, which are outside its control. This could have an adverse effect on IMAQ’s ability to fund its growth on favorable terms or at all, and consequently adversely affect its business and financial performance and the price of IMAQ’s equity.

Reliance’s software is highly technical, and if it contains undetected errors, Reliance’s business could be adversely affected. Reliance’s business and operating results may be harmed by a disruption in Reliance’s service, or by Reliance’s failure to timely and effectively scale and adapt Reliance’s technology and infrastructure.

Reliance in the future may experience service disruptions, outages, and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, hardware failure, cap constraints due to an overwhelming number of people accessing Reliance’s products and services simultaneously, computer viruses and denial of services or fraud or security attacks. Although Reliance will invest significantly to improve the capacity, capability, and reliability of Reliance’s infrastructure, Reliance cannot guarantee that Reliance will serve all traffic equally through data centers that support Reliance’s platform. Accordingly, in the event of a significant issue at a data center supporting significant network traffic, some of Reliance’s products and services may become inaccessible to the public or the public may experience difficulties accessing Reliance’s products and services. Any disruption or failure in Reliance’s infrastructure could hinder Reliance’s ability to handle existing or increased traffic on Reliance’s platform, which could significantly harm Reliance’s business.

It may become increasingly difficult to maintain and improve the performance of Reliance’s products and services, especially during peak usage times, as Reliance products and services become more complex and Reliance’s user traffic increases. In addition, because Reliance may lease Reliance’s data center Reliance cannot be assured that Reliance will be able to expand Reliance’s data center infrastructure to meet user demand in a timely manner, or economic terms. Reliance expects to continue to make significant investments to maintain and improve the capacity, capability, and reliability of Reliance’s infrastructure. To the extent that Reliance does not effectively address capacity constraints, upgrade Reliance’s systems as needed and continually develop Reliance’s technology and infrastructure to accommodate actual and anticipated changes in technology, Reliance’s business and operating results may be harmed.

Reliance’s products may incorporate software that is highly technical and complex. Reliance’s software may now or in the future contain, errors, bugs, or vulnerabilities. Some errors in Reliance’s software code may only be discovered after the code has been released. Any errors, vulnerabilities discovered in Reliance’s code after release could result in damage to Reliance’s reputation, loss of users, loss of revenue, or liability for damages, any of which could adversely affect Reliance’s business and financial results.

Reliance cannot assure you that Reliance will effectively manage Reliance’s growth. If Reliance fails to effectively manage its growth, Reliance’s business and operating results could be harmed.

Reliance may experience rapid growth in Reliance’s headcount and operations, which will place significant demands on Reliance’s manage operational and financial infrastructure. Reliance intends to make substantial investments to expand Reliance’s operations, research and development, sales and marketing and general and administrative organizations, as well as Reliance’s international operations. Reliance may face significant competition for employees, particularly engineers, designers and product managers, from other Internet and high-growth companies, which include both publicly-traded and privately-held companies, and Reliance may not be able to hire new employees quickly enough to meet Reliance’s needs. To attract highly personnel, Reliance believes it will need to offer highly competitive compensation packages. As Reliance continues to grow, Reliance may be subject to the risks of over-hiring, over-compensating Reliance’s employees and over-expanding Reliance’s operating infrastructure, and to the challenges of integrating, developing, and motivating a rapidly growing employee base in various countries around the world. In addition, Reliance may not be able to innovate or execute as quickly as a smaller, more efficient organization. If Reliance fails to effectively manage Reliance’s hiring needs and successfully integrate Reliance’s new hires, Reliance’s efficiency and ability to meet Reliance’s forecasts and Reliance’s employee morale, productivity and retention could suffer and Reliance’s business and operating results could be adversely affected.

The growth and expansion of Reliance’s business and products create significant challenges for Reliance’s management, operational, and financial resources, including managing multiple relations with users, advertisers, platform developers, and other third parties. In the event of continued growth of Reliance’s operations or in the number of Reliance’s third-party relationships, Reliance’s information technology systems or Reliance’s internal controls and procedures may not be adequate to support Reliance’s operations. In addition, some members of Reliance’s management do not have significant experience managing a large global business operation, so Reliance’s management may not be able to manage such growth effectively. To effectively manage Reliance’s growth, Reliance must continue to improve Reliance’s operational, financial, and management processes and systems and to effectively expand, train, and manage Reliance’s employee base. As Reliance’s organization continues to grow, and Reliance is required to implement more complex organizational management structures, Reliance may find it increasingly difficult to maintain the benefits of Reliance’s corporate culture, including Reliance’s ability to quickly develop and launch new and innovative products. This could negatively affect Reliance’s business performance.

Computer malware, viruses, hacking, and phishing attacks, and spamming could harm Reliance’s business and results of operations. Spam could diminish the user experience on Reliance’s platform, which could damage Reliance’s reputation and deter Reliance’s current and potential user from using Reliance’s products and services.

Computer malware, viruses, hacking, and phishing attacks have become more prevalent in Reliance’s industry and may occur on Reliance in the future. Because of Reliance’s prominence, Reliance believes that Reliance is particularly attractive target for such attacks. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of Reliance’s products and technical infrastructure to the satisfaction of Reliance’s users may harm Reliance’s reputation and Reliance’s ability to retain existing users and attract new users.

Reliance’s terms of service prohibit the creation of serial or bulk accounts, using automation, for disruptive or abusive purposes, such as to truth spam or to artificially inflate the popularity of users seeking to promote themselves. Although Reliance will continue to invest resources to reduce spam, Reliance expects spammers will continue to seek ways to act inappropriately on Reliance’s platform. In addition, Reliance expects that increases in the number of users on Reliance’s platform will result in increased efforts by spammers to misuse Reliance’s platform. Reliance cannot guarantee you that Reliance will successfully continuously combat spam, including by suspending or terminating accounts Reliance believes to be spammers and launching algorithmic changes focused on curbing abusive activities. Reliance’s actions to combat spam require the diversion of significant time and focus of Reliance’s engineering team from improving Reliance’s products and services. If spam increases, this could hurt Reliance’s reputation for delivering relevant reduce user growth and user engagement and result in continuing operational cost to it.

In addition, spammers attempt to use Reliance’s products to send targeted and untargeted spam messages to users, which may embarrass users less user-friendly. Reliance cannot be certain that the technologies and employees tasked with defeating spamming attacks will be able to eliminate all spam messages from being sent on Reliance’s platform. As a result of spamming activities, Reliance’s users may stop using Reliance’s products altogether.

Reliance plans to expand its operations abroad where Reliance has limited operating experience and may be subject to increased business and economic risks that could affect Reliance’s financial results.

Reliance plans to expand Reliance’s business operations by offering Reliance’s products around the globe. Reliance may enter new international markets where Reliance has limited or no experience in marketing, selling, and deploying Reliance’s products. If Reliance fails to deploy or manage its operations in international markets successfully, its business may suffer. In addition, Reliance is subject to a variety of risks inherent in doing business inter including:

If Reliance is unable to manage the complexity of its global operations successfully, its financial results could be adversely affected.

Reliance is subject to taxation related risks in multiple jurisdictions.

Reliance is a India-based multinational company subject to tax in multiple India, U.S. and foreign tax jurisdictions. Significant judgment is required in determining its global provision for income taxes, deferred tax assets or liabilities and in evaluating its tax positions on a worldwide basis. While Reliance believes its tax positions are consistent with the tax laws in the jurisdictions in which it conducts its business, it is possible that these positions may be challenged by jurisdictional tax authorities, which may have a significant impact on its global provision for taxes. Tax laws are being re-examined and evaluated globally. New laws and interpretations of the law are taken into account for financial statement purposes in the quarter or year that they become applicable. Tax authorities are increasingly scrutinizing the tax positions of companies and it has tax audits pending in several jurisdictions. The U.S. federal and state governments, countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase Reliance’s tax obligations in jurisdictions where it does business. If U.S. or other foreign tax authorities change applicable tax laws or successfully challenge how or where its profits are currently recognized, Reliance’s overall taxes could increase, and its business, financial condition or results of operations may be adversely impacted.

Reliance plans to make acquisitions which could require significant management attention, disrupt its business, result in dilution to its stockholders and adversely affect its financial results.

As part of its business strategy, Reliance intends to make acquisitions to add specialized employees, complementary companies, product technologies. However, Reliance has not made any such strategic acquisitions to date. As a result, its ability to successfully acquire and integrate larger or more significant companies, products, or technologies is unproven. In the future, Reliance may not be able to find other suitable acquisition candidates and Reliance may not be able to complete acquisitions on favorable terms, if at all. Reliance’s future acquisitions may not achieve its goals, and acquisitions that Reliance completes could be viewed negatively by users, developers, advertisers, or investors. In addition, if Reliance fails to successfully integrate any acquisitions, or the technologies associated with such acquisitions, or any future product offerings, the revenue and operating results of the Combined Company could be adversely affected. Any integration process may require significant time and resource, and Reliance may not be able to manage the process successfully. Reliance may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. Reliance may have to pay cash, incur debt equity securities to pay for any such acquisition, any of which could adversely affect Reliance’s financial results. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to Reliance’s stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede Reliance’s ability to manage Reliance’s operations.

Reliance may have certain receivables as per its Balance Sheet

In assessing the recoverability of receivables, realization of inventories, other current assets and intangible assets, and certain fixed assets, Reliance has considered internal and external information up to the date of approval of these financial statements. Reliance has evaluated recoverability and realization of assets based on current indicators of future economic conditions and realizes that Reliance may fail in recovering the receivables as appeared in the balance sheet which may leave a negative impact on Reliance’s balance sheet and on its business operations.

Reliance has extended certain loans and advances to various parties which if not recoverable could adversely affect its ability to conduct its business and operations.

Reliance has extended loans and advances to several parties which may be recalled by Reliance at any time in the future. As at March 31, 2022, the loans and advances made by the Reliance aggregates up to INR 2092.93 million. However, in the event where Reliance seeks recalling of these loans and advances from the borrowers and wherein these borrowers fails to fulfill the loan arrangement or unable to repay the loans and advances timely, Reliance may not have an adequate working capital to undertake new Projects or complete the ongoing Projects, and, as a result, any such default in recalling of loans and advances from these borrowers, may affect Reliance’s business, cash flows, financial condition and results of operations.

Any deposit outstanding Tax Deducted at Source (TDS) related demands, including interest, penalty and fees from Reliance’s end could impact the reputation of Reliance in an adverse manner.

There may be certain TDS amounts including interest, penalty and fees which are to be paid by Reliance. In the event where the amount remains unpaid to the authorities or any respective parties or where Reliance fails to pay the amount either in form of interest, fees or penalty, Reliance may attract further penalties in the form of additional interest or fine which could impact Reliance’s reputation, its business and operations in an adverse manner. For example, Reliance including its JVs, Y-Not Films LLP, Plan C Studios LLP and Window Seat Films LLP has a deposit outstanding TDS including penalty, interest and fees.

Reliance’s indebtedness and the conditions and restrictions imposed by the lenders under its financing arrangements could adversely affect its ability to conduct its business and operations.

As at March 31,2022, Reliance’s current outstanding indebtedness is INR 4465.68 million, all of which requires payment of interest at a floating rate. Reliance has entered into agreements with certain banks and financial institutions for term loans, short-term loans and working capital loans, which contain certain restrictive covenants, including, but not limited to, requirements that Reliance obtain consent or a no-objection certificate from the lenders prior to altering its capital structure, making a further issue of shares, effecting any scheme of merger, restructuring or any expansion or new project scheme, declaring dividends, creating a charge or lien on the security granted, changing its core management team, alteration of its memorandum and articles of association, investing in its share capital, entering into borrowing arrangements, or appointing a nominee director to its Board. Moreover, some of the loan agreements contain financial covenants that require Reliance to maintain, among other things, specified debt to equity ratios. There can be no assurance that Reliance will be able to comply with these financial or other covenants or that Reliance will be able to obtain consents necessary to take those steps that Reliance believe is necessary to operate and grow its business. Furthermore, a default under certain of the financing agreements, including as a result of Reliance’s inability to service its debt, may also trigger cross-defaults. An event of default under any debt instrument, if not cured, or waived, could have a material adverse effect on Reliance’s business, results of operations, financial condition and cash flows.

Failure to successfully implement Reliance’s business strategies and its expansion plans may materially and adversely affect its business prospects, financial conditions and results of operations.

Reliance intends to leverage its experience in the entertainment industry to capitalize on emerging industry opportunities. Reliance is contemplating a growth strategy which involves an expansion of its current business. Reliance is currently focused on further replicating its joint venture model for future business growth in film, web series and other content. Pursuing these strategies may place significant demands on its management as well as its financial resources and accounting and operating systems. Reliance cannot assure you that it will be able to execute its strategies on time and within the estimated budget, or that it will meet the expectations of customers. Reliance’s failure to execute its growth strategy may result in the inability to maintain prior rates of growth.

Further, as Reliance expands its operations, it may be unable to manage the business efficiently, which could result in delays, increased costs and affect the quality of its content, products and services, and may adversely affect its reputation. Such expansion also increases the challenges involved in preserving a uniform culture, set of values and work environment across the business operations, developing and improving the internal administrative infrastructure, particularly its financial, operational, communications, internal control and other internal systems, recruiting, training and retaining management, technical and marketing personnel and maintaining high levels of customer satisfaction. Reliance’s failure to manage its growth could have an adverse effect on the business and financial condition.

Each of the elements of new business initiatives that Reliance develops carries significant risks, as well as the possibility of unexpected consequences, including acceptance by and sales of the new content and product to its customers may not be as high as Reliance anticipates; Reliance’s marketing strategies for new products and services may be less effective than planned and may fail to effectively reach the targeted consumer base or engender the desired consumption. In the event of failure on its part to successfully implement its business strategies and its expansion plans for any of the foregoing reasons, Reliance’s business and financial condition could be adversely affected.

There are certain instances of non-compliances and alleged non-compliances with respect to certain regulatory filings for corporate actions taken by Reliance in the past. Consequently, Reliance may be subject to regulatory actions and penalties for any such past or future non-compliance and its business, financial condition and reputation may be adversely affected.

There are instances of factual errors in Reliance’s corporate records, in relation to certain corporate actions taken by Reliance and its Subsidiaries in the past and there may have been certain procedural non-compliances in the past. For example, our Subsidiary, Reliance Animation Studios Private Limited has failed to file annual return for calendar year ended 2020 under the Maharashtra Shops and Establishment Act, 1948. Further, Reliance and its JV, Y-Not Films LLP has failed to file Form 52A which is pertaining to person who is engaged in production of cinematographic films under Income Tax Act, 1961. This may subject Reliance to regulatory actions and/or penalties which may adversely affect its business, financial condition and reputation. There can be no assurance that any future non-compliances will not result in the application of any penalties or arise again, or that Reliance will be able to rectify or mitigate any such non-compliances, in a timely manner or at all.

Some of Reliance’s agreements may have certain irregularities because of which it may be unable to effectively enforce its rights which may have a material and adverse impact on the business of our Company.

Some of Reliance’s agreements have certain irregularities such as inadequate stamping and/or non-registration of deeds and agreements and improper execution of deeds. For example, its one JV and Subsidiary, Rohit Shetty Picturez LLP and Zapak Games Private Limited, respectively, has entered into various agreements wherein few of them are with their vendors and customers which have not been stamped or inadequately stamped. The effect of inadequate stamping and non-registration is that the document is not admissible as evidence in legal proceedings, and parties to that agreement may not be able to legally enforce the same, except after paying a penalty for inadequate stamping and non-registration. In the event of any dispute arising out of such unstamped or inadequately stamped and/or unregistered lease agreements, it may not be able to effectively enforce its rights arising out of such agreements and might need to vacate the premises immediately which may have a material and adverse impact on the business.

Reliance may be subject to labor unrest and slowdowns.

India has stringent labor legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal, and legislation that imposes certain financial obligations on employers upon retrenchment. Reliance’s employees are not unionized. However, in the event that employees seek to unionize, it may become difficult for Reliance to maintain flexible labor policies, which may increase its costs and adversely affect its business. Reliance believes its employees and personnel, including personnel at its offices and operating units is critical to maintain its competitive position. Although Reliance has not experienced any material labor unrest, Reliance cannot assure you that it will not experience any disruptions in work or its retail operations due to disputes or other problems with our work force, which may adversely affect its ability to continue its business operations. Any labor unrest directed against it, could directly or indirectly prevent or hinder its normal operating activities, and, if not resolved in a timely manner, could lead to disruptions in its operations. These actions are very difficult for it to predict or control and any such event could adversely affect its business, results of operations and financial condition.

Reliance may be adversely affected by strikes and other union activity.

Reliance and its suppliers engage the services of writers, directors, actors and other talent, trade employees and others who are subject to collective bargaining agreements both in the U.S., and internationally. Any labor disputes may disrupt its operations and reduce its revenues, and it may not be able to negotiate favorable terms for a renewal, which could increase its costs. Expiring collective bargaining agreements may be renewed on terms that are unfavorable to it. If expiring collective bargaining agreements cannot be renewed, then it is possible that the affected unions could take action in the form of strikes or work stoppages. Such actions, as well as higher costs or operating complexities in connection with these collective bargaining agreements or a significant labor dispute, could have an adverse effect on our business by causing delays in production, added costs or by reducing profit margins.

Reliance has contingent liabilities.

As of March 31, 2022, Reliance had $0.60 million of contingent liabilities that had not been provided for.

A summary table of Reliance’s contingent liabilities as of March 31, 2022 is set forth below:

Any or all of these contingent liabilities may become actual liabilities. In the event that any of its contingent liabilities become non-contingent, its business, financial condition and results of operations may be adversely affected. Furthermore, there can be no assurance that Reliance will not incur similar or increased levels of contingent liabilities in the current fiscal year or in the future.

Reliance’s success depends substantially on the continuing services of its key managerial personnel and senior management, and its ability to attract and retain senior executives and other key personnel.

Reliance’s success heavily depends upon the continued services of the members of its senior management including its KMPs and SMPs, and other key employees. If one or more of its senior executives or key employees are unable or unwilling to continue in their present positions, it could disrupt its business operations, and Reliance may not be able to replace them easily or at all. Inability to retain members of senior management, senior executives and key personnel or attract and retain new senior executives and key personnel in the future could materially adversely affect its business, financial condition, cash flows and results of operations.

If any of senior executives or key personnel joins a competitor or forms a competing company, Reliance may lose customers, suppliers, know-how and key IT professionals and staff members to them which may materially adversely affect its business, financial condition, cash flows and results of operations. Also, if any of its business development managers, who generally keep a close relationship with its customers, joins a competitor or forms a competing company, Reliance may lose customers, and its revenues may be materially adversely affected. Additionally, there could be unauthorized disclosure or use of its technical knowledge, practices or procedures by such personnel. If any dispute arises between Reliance’s senior executives or key personnel and Reliance, any non-competition, non-solicitation and non-disclosure provisions in its employment agreements it has with senior executives or key personnel might not provide effective protection to it, and Reliance may incur additional costs in resolving such disputes or remedying losses. If Reliance cannot attract and retain qualified personnel or effectively implement appropriate succession plans for management and key executives, it may materially adversely affect its business, financial condition, cash flows and results of operations.

Reliance depends on numerous third-parties to operate successfully, and many of these third parties may not want to engage with Reliance to provide any services. This may limit Reliance’s ability to operate or raise capital.

To operate successfully, Reliance is dependent on third parties to provide services to operate successfully, such as web hosting, content and technology development. To date, several potential third-party partners have expressed an unwillingness or reluctance to work on Reliance or provide services. Similarly, to the extent Reliance needs to raise additional capital, and Reliance will need to engage with bankers and investors and it is possible that some will not want to engage with Reliance for similar reasons.

Conflicts of interest may arise out of common business objects between Reliance and its subsidiaries and Joint Ventures, associates, and the Company Group.

Reliance, its subsidiaries, Joint Ventures, associates and the Company Group, may, from to time, be authorized under their respective memorandum of association or constitutional documents, as the case may be, to undertake a similar line of business. Reliance and certain Subsidiaries, Joint Ventures, associates and one of its Company Group operate in the gaming segment while offering distinct kinds of mobile games, which offer sports simulation cricket mobile games. Further, Reliance and certain Subsidiaries and associates operate in the real gaming segment while offering distinct kinds of games. Reliance does not view its and certain of its Subsidiaries, associates and one of its Company Group operating in the real gaming segments as a conflict of interest as these segments are very vast with various gaming options. Further, companies in its Company Group are involved in developing and publishing of games and related activities, while Reliance is engaged in distribution and publishing of such games and related activities. Although similar activities are undertaken by the Company Group and Reliance, there exists no conflict of interest between them, and the do not compete with Reliance.

While Reliance does not currently have any conflict management policy or similar arrangement in place, it may in the future be required to assess any potential conflicts of interest and take appropriate steps to address such conflicts of interest, as and when they may arise.

Reliance’s Promoters, Directors, Key Managerial Personnel, Senior Management Personnel and other key executives of Reliance and its subsidiaries may enter into ventures that may lead to real or potential conflicts of interest with Reliance’s business.

IMAQ’s and Reliance’s Promoters, Directors, Key Managerial Personnel, Senior Management Personnel and other key executives of IMAQ, Reliance and its Subsidiaries, may become involved in ventures that may potentially compete with Reliance. Interests of such persons may conflict with the interests of IMAQ or Reliance, and they may, for business considerations or otherwise, cause IMAQ or Reliance to take actions, or refrain from taking actions, in order to benefit themselves, which may conflict with the best interests of Reliance, IMAQ or that of the stockholders of IMAQ, which in turn may materially adversely impact IMAQ’s business, financial condition, results of operations and cash flows. Neither IMAQ nor Reliance will enter into any transactions which in the Board’s reasonable opinion will be detrimental to the stockholders.

Risks Related to IMAQ and the Business Combination

Unless the context otherwise requires, all references in this section of Risk Factors to “IMAQ,” “it,” “its,” “we,” “us,” “our” or the “Company” refer to IMAQ prior to the consummation of the Initial Business Combination.

Even if the Business Combination is approved at the Meeting, IMAQ cannot assure you that IMAQ will be able to successfully negotiate and execute a definitive agreement with respect to the Proposed Financing Transaction.

As of the date of this proxy statement, no commitments or definitive agreements in connection with the Proposed Financing Transaction have been entered into, and no commitment or definitive agreement is expected to be executed prior to the Meeting. Successful negotiation, finalization and execution of definitive documentation for the Proposed Financing Transaction could take several weeks following the Meeting, which would, accordingly, result in the Closing Date occurring several weeks after the Meeting.

Even if the Business Combination is approved at the Meeting, IMAQ cannot assure you that IMAQ will be able to successfully negotiate and execute definitive agreements with respect to the Proposed Financing Transaction. See “Summary of this Proxy Statement — Proposed Financing Transaction in Connection with the Business Combination” for more information.

The Combined Company will take on substantial indebtedness in connection with the consummation of the Business Combination, which could materially and adversely affect the Combined Company’s financial position, including decreasing business flexibility, impacting ratings and increasing borrowing costs.

The Proposed Financing Transaction, if consummated, will be a debt financing. The Combined Company’s substantial indebtedness could have important consequences for the Combined Company, including:

In addition, regulatory changes and/or reforms, such as the phase-out of the London Inter-bank Offered Rate, which is expected to occur by June 30, 2023, could lead to additional volatility in interest rates for Reliance’s pre-existing variable rate debt and other unpredictable effects.

If the Combined Company is unable to timely reduce its level of indebtedness, it will be subject to increased demands on its cash resources, which could result in a breach of the financial and non-financial covenants in its debt documents, or otherwise adversely affect its business, results of operations, liquidity and financial condition going forward.

The Combined Company will require additional capital in the future, which may not be available or may only be available on unfavorable terms. The Combined Company may also encounter difficulty in obtaining funds to meet its commitments as they come due.

Following the closing of the Business Combination, the Combined Company will need to raise sufficient capital or debt to sustain its operations and service its existing debt obligations. In addition, the incurrence of indebtedness by the Combined Company, specifically with respect to the assumption of certain of Reliance’s outstanding debt, is subject to the consent of the applicable existing lender who may or may not grant such consent.

There is no assurance that the Combined Company will be able to raise sufficient capital or debt to sustain its operations and service its existing debt obligations, or that such financing will be on terms that are favorable to the Combined Company.

The Combined Company’s access to additional sources of capital will depend on a variety of factors, such as market conditions, the general availability of credit, the availability of credit to the industries in which it operates, results of operations, financial condition, as well as credit ratings and credit capacity.

The Combined Company’s inability to obtain adequate capital when needed could have a negative impact on its ability to fund its indebtedness or invest in, or take advantage of opportunities to expand its businesses, such as possible acquisitions or the creation of new ventures and inhibit our ability to refinance our existing indebtedness on terms acceptable to us. Any of these effects could have a material adverse effect on our results of operations and financial condition.

If the Combined Company is unable to raise sufficient capital or debt to sustain its operations and service its existing debt obligations, it will be subject to increased demands on its cash resources, which could result in a breach of the covenants in its debt documents, or otherwise adversely affect its business, results of operations, liquidity and financial condition going forward.

If the Current Charter Amendment Proposal is not approved by the holders of the majority of the outstanding shares of IMAQ Common Stock, the ability of our public stockholders to redeem their shares for cash could cause our net tangible assets to be less than $5,000,001, which would prevent us from consummating the Business Combination.

Our Current Charter prevents us from consummating any Business Combination unless we have net tangible assets of at least $5,000,001 upon consummation of the Business Combination. The purpose of this provision in our Current Charter was to ensure that, in connection with its initial business combination, IMAQ would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and IMAQ believes that it may rely on another exclusion, which relates to it being listed on the Nasdaq Capital Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, IMAQ intends to rely on the Exchange Rule to not be deemed a penny stock issuer. IMAQ is proposing to amend its Current Charter to add an additional basis on which IMAQ may rely, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC. See “Proposal 5 — The Current Charter Amendment Proposal.”

The ability of our public stockholders to redeem their shares for cash could cause our net tangible assets to be less than $5,000,001, unless we are able to obtain finance agreements in connection with the Business Combination. If the Current Charter Amendment Proposal is not approved by the holders of the majority of the outstanding shares of IMAQ Common Stock and if we are unable to obtain finance agreements in connection with the Business Combination, the ability of our public stockholders to redeem their shares for cash could cause our net tangible assets to be less than $5,000,001, which would prevent us from consummating the Business Combination.

The Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq. However, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists the Combined Company’s common stock, the Combined Company could face significant material adverse consequences, including:

If the Current Charter Amendment Proposal (Proposal 5) is approved, our failure to meet the initial listing requirements of Nasdaq could result in a de-listing of IMAQ Common Stock and penny stock trading.

The Current Charter provides that IMAQ will not consummate any business combination unless it has net tangible assets of at least $5,000,001 upon consummation of such business combination. The purpose of this provision was to ensure that, in connection with its initial business combination, IMAQ would continue, as it has since the IPO, to not be subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act, because IMAQ complied with an exclusion to the “penny stock” rules for companies that have net tangible assets of at least $5,000,001. However, IMAQ believes that it may rely on another exclusion, which relates to it being listed on the Nasdaq Capital Market. If the Current Charter Amendment Proposal (Proposal 5) is approved, our failure to meet the initial listing requirements of Nasdaq could result in a de-listing of IMAQ Common Stock and penny stock trading.

If shares of IMAQ Common Stock are ultimately delisted from Nasdaq, IMAQ Common Stock would likely then trade only in the over-the-counter market and the market liquidity of shares could be adversely affected and their market price could decrease. Shares of IMAQ Common Stock were to trade on the over-the-counter market, selling shares of IMAQ Common Stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for IMAQ; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for IMAQ Common Stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for IMAQ.

We may not be able to complete the Business Combination since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

The Sponsor, Content Creation Media LLC, is a Delaware limited liability company comprised of approximately [_] members, many of whom are, or are controlled by, citizens of countries other than the United States. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. While we believe that the nature of IMAQ’s business, and the nature of the businesses of Reliance should not make the transaction subject to U.S. foreign regulations or review by a U.S. government entity, it is possible that the Business Combination may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the Business Combination falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from consummating the Business Combination.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete the Business Combination. If we fail to consummate an initial business combination prior to February 2, 2023 because the review exceeds such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive $[_] per share, and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

We identified a material weakness in our internal control over financial reporting relating to our complex financial instruments. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management also evaluates the effectiveness of our internal controls and we will disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this proxy statement, in connection with the preparation of our financial statements as of September 30, 2021, management identified errors made in our historical financial statements where we improperly classified some of our shares of common stock subject to possible redemption. We previously determined that IMAQ’s common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001 pursuant to our amended and restated certificate of incorporation. Management determined that the shares of common stock issued during our initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered outside our control. Therefore, management concluded that temporary equity should include all shares of common stock subject to possible redemption. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. Management concluded that the foregoing constituted a material weakness as of September 30, 2021.

As previously disclosed, management has also 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.

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 proxy statement present fairly in all material respects our financial position, results of operations and cash flows for the period presented. However, we cannot assure you that the foregoing will not result in any future material weaknesses or deficiencies in internal control over financial reporting. Even though we have strengthened our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal controls over financial reporting are documented, designed or operating. Any failure to implement and maintain effective internal controls over financial reporting also could adversely affect the results of periodic management evaluations and the independent registered public accounting firm’s annual attestation reports regarding the effectiveness of our internal controls over financial reporting that it will eventually be required to include in periodic reports that are filed with the SEC.

Following the consummation of the Initial Business Combination, management of the Combined Company will have significant requirements for enhanced financial reporting and internal controls as a public company. As a result, matters impacting our internal controls over financial reporting may cause us to be unable to report our consolidated financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable Nasdaq listing rules. There also could be a negative reaction in the financial markets due to a loss of investor confidence in the Combined Company and the reliability of its consolidated financial statements. Confidence in the reliability of our consolidated financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in its internal controls over financial reporting. This could materially adversely affect our business, cash flows, financial condition and results of operations and lead to a decline in the market price of the Combined Company’s common stock.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of June 30, 2022, we held cash outside the Trust Account of $43,773 available for working capital needs. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital are discussed in the section of this proxy statement titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of IMAQ.” We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement do not include any adjustments that might result from our inability to continue as a going concern .

IMAQ will be forced to liquidate the Trust Account if it cannot consummate the Business Combination or an initial business combination by February 2, 2023 (unless IMAQ seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated). In the event of a liquidation, IMAQ’s public stockholders are expected to receive $[_] per share and the IMAQ Warrants will expire worthless.

If IMAQ is unable to consummate the Business Combination or an initial business combination by February 2, 2023 (unless IMAQ seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated), and is forced to liquidate, the per share liquidation distribution is expected to be $[_]. Furthermore, holders of the IMAQ Warrants will not receive any of such funds with respect to their IMAQ Warrants, nor will they receive any distribution from IMAQ’s assets held outside of the Trust Account with respect to their IMAQ Warrants. The IMAQ Warrants will expire worthless as a result of IMAQ’s failure to consummate the Business Combination or an initial business combination.

We do not have a specified maximum redemption threshold in the Current Charter. The absence of such a redemption threshold may make it possible for us to consummate the Business Combination, in connection with which a substantial majority of our public stockholders may redeem their Public Shares.

The Current Charter does not provide a specified maximum redemption threshold, except that it provides that we will not redeem the Public Shares in an amount that would cause IMAQ’s net tangible assets to be less than $5,000,001 (the “NTA Rule”) upon consummation of the Business Combination (such that we are not subject to the SEC’s “penny stock” rules). However, the NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and IMAQ believes that it may rely on another exclusion, which relates to it being listed on the Nasdaq Capital Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, in Proposal 5, IMAQ is proposing to amend its Current Charter as follows: “The Corporation will not consummate any Business Combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.” IMAQ intends to rely on the Exchange Rule to not be deemed a penny stock issuer. Please see “Proposal 5 — The Current Charter Amendment Proposal” for more information.

Accordingly, the absence of a redemption threshold may make it possible for us to consummate the Business Combination, in connection with which a substantial majority of our public stockholders may redeem their Public Shares.

There is no guarantee that a stockholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the consummation of the Initial Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Initial Business Combination, may cause an increase in the stock price of the Combined Company and may result in a lower value realized upon redemption than a stockholder of IMAQ might realize in the future had the stockholder not redeemed its Public Shares. Similarly, if a stockholder does not redeem its Public Shares, the stockholder will bear the risk of ownership of the Combined Company’s common stock after the consummation of the Initial Business Combination, and there can be no assurance that a stockholder can sell its shares of the Combined Company’s common stock in the future for a greater amount than the redemption price paid in connection with the redemption of the Public Shares in connection with the consummation of the Initial Business Combination. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

You must tender your shares of IMAQ Common Stock in order to validly seek redemption at the Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your shares of IMAQ Common Stock to Continental electronically using the DTC’s DWAC (Deposit / Withdrawal At Custodian) System, in each case, at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once a Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the Business Combination.

If third parties bring claims against IMAQ, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by the IMAQ stockholders may be less than $[_].

IMAQ’s deposit of funds in the Trust Account may not protect those funds from third-party claims against IMAQ. Although IMAQ has received from many of the vendors and service providers (other than its independent registered public accounting firm) with which it does business and prospective target businesses executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the IMAQ public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the IMAQ public stockholders. If IMAQ liquidates the Trust Account before the consummation of a Business Combination and distributes the proceeds held therein to its public stockholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, IMAQ cannot assure you that the Sponsor will be able to meet such obligation. Therefore, the per share distribution from the Trust Account for the IMAQ stockholders may be less than $[_] due to such claims.

Additionally, if IMAQ is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in IMAQ’s bankruptcy estate and subject to the claims of third parties with priority over the claims of the IMAQ stockholders. To the extent any bankruptcy claims deplete the Trust Account, IMAQ may not be able to return $[_] to our public stockholders.

Any distributions received by the IMAQ stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, IMAQ was unable to pay its debts as they became due in the ordinary course of business.

The Current Charter provides that IMAQ will continue in existence only until February 2, 2023. If IMAQ is unable to consummate the Business Combination or an initial business combination within the required time period, upon notice from IMAQ, the trustee of the Trust Account will distribute the amount in the Trust Account to the IMAQ public stockholders. Concurrently, IMAQ shall pay, or reserve for payment, from funds not held in the Trust Account, its liabilities and obligations, although IMAQ cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsor have contractually agreed that, if IMAQ liquidates prior to the consummation of the Initial Business Combination, it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by IMAQ for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute a waiver in or to any monies held in the Trust Account. However, we may not properly assess all claims that may be potentially brought against us. As such, the IMAQ stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of the IMAQ stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from the IMAQ stockholders amounts owed to them by us.

If, after we distribute the proceeds in the Trust Account to the IMAQ public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by the IMAQ stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by the IMAQ stockholders. In addition, the IMAQ Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying the IMAQ public stockholders from the Trust Account prior to addressing the claims of creditors.

If IMAQ’s due diligence investigation of Reliance was inadequate, then the IMAQ stockholders following the consummation of the Initial Business Combination could lose some or all of their investment.

Even though IMAQ conducted a due diligence investigation of Reliance, it cannot be sure that this due diligence uncovered all material issues that may be present inside the company or its businesses, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Reliance and its businesses and outside of its control will not later arise.

The Combined Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take alternate actions to satisfy obligations under its indebtedness, which may not be successful.

The Combined Company’s ability to make scheduled payments on or to refinance its debt obligations will depend on its future operating performance and on economic, financial, competitive, legislative and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which the Combined Company and its subsidiaries may be subject. Many of these factors may be beyond the Combined Company’s control. The Combined Company cannot assure you that its business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to the Combined Company in an amount and at terms sufficient to enable it to satisfy its obligations under its indebtedness or to fund its other needs. If the cash flows and capital resources of the Combined Company are insufficient to service its indebtedness, it may be forced to reduce or delay acquisitions, sell assets, seek additional capital or restructure or refinance its indebtedness. These alternative measures may not be successful and may not permit the Combined Company to meet its scheduled debt service obligations. The Combined Company’s ability to restructure or refinance its indebtedness will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of its indebtedness could be at higher interest rates and may require it to comply with more onerous covenants, which could further restrict the business operations of the Combined Company. In addition, the terms of any future debt agreements may restrict the Combined Company from adopting some of these alternatives. In the absence of such operating results and resources, the Combined Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. The Combined Company may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that the Combined Company could realize from any such dispositions may not be adequate to meet its debt service obligations then due. The Combined Company’s inability to generate sufficient cash flow to satisfy its debt service or other obligations, or to refinance its indebtedness on commercially reasonable terms or at all, could have a material adverse effect on its business, cash flows, financial condition and results of operations.

Because the Combined Company will become a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s stockholders may face additional risks and uncertainties.

Because the Combined Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of the Combined Company’s common stock, and, accordingly, the Combined Company’s stockholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the shares of the Combined Company’s common stock, the IMAQ stockholders must rely on the information included in this proxy statement. Although IMAQ performed a due diligence review and investigation of Reliance in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Combined Company because it may not have uncovered facts that would be important to a potential investor.

In addition, because the Combined Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Combined Company than they might if the Combined Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s common stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Combined Company’s common stock. See “— Risks Related to the Combined Company’s Common Stock — If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.”

The Initial Stockholders have agreed to vote in favor of the Business Combination Proposal and the other Proposals described in this proxy statement, regardless of how the IMAQ public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by our public stockholders in connection with an initial business combination, the Initial Stockholders have agreed to vote any shares of IMAQ Common Stock owned by them in favor of the Business Combination Proposal and the other Proposals described in this proxy statement. As of the date of this proxy statement, the Initial Stockholders own [_]% of the issued and outstanding shares of IMAQ Common Stock. The Initial Stockholders have agreed to vote any shares of IMAQ Common Stock owned by them in favor of the Business Combination Proposal and, accordingly, we would need only [_], or [_]%, of the [_] Public Shares to be voted in favor of the Business Combination Proposal in order to have them approved (assuming that only a quorum was present at the meeting). As a result, it is more likely that the necessary stockholder approval will be received for the Business Combination Proposal and the other Proposals than would be the case if the Initial Stockholders agreed to vote any shares of IMAQ Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm IMAQ’s business, financial condition and results of operations and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against IMAQ, whether or not resolved in IMAQ’s favor, could result in substantial costs and divert IMAQ’s management’s attention from other business concerns, which could adversely affect IMAQ’s business, financial condition and results of operations and the ultimate value the IMAQ stockholders receive as a result of the consummation of the Business Combination.

The Initial Stockholders who own shares of IMAQ Common Stock and Private Units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination are appropriate.

As of the Record Date, the Initial Stockholders owned an aggregate of 5,750,000 shares of IMAQ Common Stock and 796,900 Private Units. They have waived their right to redeem these shares of IMAQ Common Stock, or to receive distributions with respect to these shares of IMAQ Common Stock upon the liquidation of the Trust Account, if IMAQ is unable to consummate an initial business combination within the required time period. Based on a market price of $[_] per share of IMAQ Common Stock on [_], 2023, the value of these shares was approximately $[_] million. The shares of IMAQ Common Stock and Private Units acquired prior to or concurrently with the consummation of the IPO will be worthless if IMAQ does not consummate an initial business combination within the required time period. Consequently, our executive officers’ and directors’ discretion in identifying and selecting Reliance as suitable target businesses may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in the IMAQ public stockholders’ best interest.

The Sponsor and IMAQ’s directors and executive officers who hold Founder Shares, and/or Private Units may receive a positive return on the Founder Shares and/or Private Units even if IMAQ’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

If IMAQ is able to complete a business combination within the required time period, the Sponsor and IMAQ’s directors and executive officers who hold Founder Shares and/or Private Units may receive a positive return on their investments which were acquired prior to the IPO, or concurrently with completion of the IPO, even if IMAQ’s public stockholders experience a negative return on their investment in IMAQ common stock after consummation of the Business Combination.

The Sponsor, IMAQ’s executive officers and directors and certain affiliates of IMAQ may have certain conflicts in connection with the Business Combination, since certain of their interests are different from, or in addition to, your interests as a stockholder of IMAQ.

The Sponsor and IMAQ’s executive officers and directors have interests in each of the Proposals that are different from, or in addition to, and which may conflict with, your interest as a stockholder of IMAQ. These interests include, among other things:

As of [_], 2023, the Sponsor owns 646,900 shares of IMAQ common stock and IMAQ directors David M. Taghioff, Deepak Nayar, Klaas P. Baks, Paul F. Pelosi, Jr. and Suresh Ramamurthi each own 30,000 shares of IMAQ Common Stock. These shares had an aggregate market value of approximately $[_] million based on the closing price of IMAQ’s Common Stock of $[_] on Nasdaq as of [_], 2023. These shares will be worthless if we fail to consummate an initial business combination prior to February 2, 2023.

In addition, if an initial business combination is not consummated, IMAQ’s Sponsor will not receive reimbursement for any out-of-pocket expenses incurred to the extent that such expenses exceed the amount of available proceeds that were held outside of the Trust Account from the IPO and Private Placement. [As of [_], 2023, the Sponsor, officers and directors of IMAQ are not owed any such out-of-pocket expenses.]

In addition, as of November 7, 2022, 2022, IMAQ owes the Sponsor approximately $1,295,000 that has been drawn under certain promissory notes between IMAQ and Sponsor, the balance of which is payable by IMAQ after the date of consummation of a business combination. In the event that a business combination does not close, IMAQ may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the Trust Account would be available for such repayment.

On July 26, 2022, at a special meeting of the Company’s stockholders, 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, 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. On July 27, 2022, the Sponsor deposited an aggregate of $350,000 into IMAQ’s Trust Account in order to extend the time available to us to consummate our initial business combination from August 2, 2022 to November 2, 2022. On October 28, 2022, the Sponsor deposited an additional $350,000 into IMAQ’s Trust Account in order to extend the time available to us to consummate our initial business combination from November 2, 2022 to February 2, 2023 (the “Extension”). The Extension is the second and last of up to two three-month extensions permitted under IMAQ’s governing documents. The Extension provides IMAQ with additional time to complete the Business Combination. The Sponsor received non-interest bearing, unsecured promissory notes equal to the amount of the deposits that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the Trust Account to do so. Such notes would be paid upon consummation of our initial business combination.

Lastly, if the Business Combination is completed, the current members of the IMAQ Board will be appointed to serve as members of the Combined Company’s Board and expect to receive compensation for services in an amount to be determined by the Combined Company’s Board following the consummation of the Initial Business Combination.

These interests may influence the IMAQ Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Proposals.

Mr. Shibasish Sarkar, Chairman and Chief Executive Officer of IMAQ, and Mr. Sanjay Wadhwa, a director of IMAQ, has interests in, and will benefit from, the Business Combination which may be different from or in addition to (and which may conflict with) the interests of the IMAQ stockholders.

As disclosed in the IMAQ final prospectus filed with the SEC on July 29, 2021, we are not prohibited from pursuing an initial business combination with a company that is affiliated with one or more of our officers or directors. Mr. Shibasish Sarkar, the Chairman and Chief Executive Officer of IMAQ is the former Chief Executive Officer of Reliance, and Mr. Sanjay Wadhwa, a director of IMAQ, is an equityholder in Y-Not Films LLP, a subsidiary of Reliance. Due to their present and former affiliation with Reliance, Messrs. Sarkar and Wadhwa recused themselves from the board vote regarding the Business Combination. If the Business Combination is completed, Messrs. Sarkar and Wadhwa will be appointed to serve as members of the Combined Company’s Board and expect to receive compensation for services in an amount to be determined by the Combined Company’s Board following the consummation of the Initial Business Combination. You should be aware that Messrs. Sarkar and Wadhwa have interests in IMAQ and Reliance that may conflict with, or result in additional benefits conferred upon them, that are different from your interests as an IMAQ stockholder.

IMAQ is requiring the IMAQ stockholders who wish to redeem their Public Shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their redemption rights.

IMAQ is requiring the IMAQ stockholders who wish to redeem their Public Shares to either tender their certificates to Continental or to deliver their shares to Continental electronically using the DTC’s DWAC (Deposit / Withdrawal At Custodian) System at least two business days prior to the Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is IMAQ’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DTC’s DWAC (Deposit / Withdrawal At Custodian) System, we cannot assure you of this fact.

Accordingly, if it takes longer than IMAQ anticipates for stockholders to deliver their Public Shares, stockholders who wish to redeem their Public Shares may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Public Shares.

Redeeming IMAQ’s stockholders may be unable to sell their Public Shares when they wish in the event that the Business Combination is not consummated.

If IMAQ requires public stockholders who wish to redeem their Public Shares in connection with the consummation of a Business Combination to comply with specific requirements for redemption as described in this proxy statement and a Business Combination is not consummated, IMAQ will promptly return such certificates to its public stockholders. Accordingly, public stockholders who attempted to redeem their Public Shares in such a circumstance will be unable to sell their Public Shares in the event that a Business Combination is not consummated until IMAQ has returned their Public Shares to them. The market price for shares of IMAQ Common Stock may decline during this time and you may not be able to sell your their Public Shares when you wish, even while other stockholders that did not seek redemption may be able to sell their shares of IMAQ Common Stock.

If IMAQ’s security holders exercise their registration rights with respect to the Founder Shares, the Private Units and the underlying securities, it may have an adverse effect on the market price of IMAQ’s securities.

The Initial Stockholders are entitled to make a demand that IMAQ register the resale of the Founder Shares, the Private Units and the underlying securities at any time commencing three months prior to the date on which the Founder Shares may be released from escrow. Additionally, the Initial Stockholders are entitled to demand that IMAQ register the resale of the shares of IMAQ Common Stock underlying any securities the Initial Stockholders may be issued in payment of working capital loans made to us at any time after IMAQ consummates the Business Combination. If the Initial Stockholders exercise their registration rights with respect to all of their securities, then there will be an additional 6,546,900 shares of IMAQ Common Stock eligible for trading in the public market. The presence of these additional shares of IMAQ Common Stock trading in the public market may have an adverse effect on the market price of IMAQ’s securities.

Furthermore, all outstanding Public Warrants will continue to be outstanding notwithstanding the actual redemptions. The value of our outstanding Public Warrants was approximately US$[_] based on the closing price of the Public Warrants of US$[_] on The Nasdaq Capital Market as of [_], 2023. The potential for the issuance of a substantial number of additional shares of IMAQ Common Stock upon exercise of these Public Warrants could make the combined company less attractive to investors. Any such issuance will increase the number of issued and outstanding IMAQ Common Stock and reduce the value of the outstanding shares of IMAQ Common Stock. Therefore, the outstanding Public Warrants could have the effect of depressing IMAQ’s share price.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of IMAQ’s securities may decline.

The market price of IMAQ’s securities may decline as a result of the consummation of the Business Combination if:

Accordingly, investors may experience a loss as a result of decreasing market price of IMAQ Common Stock.

IMAQ has incurred and expects to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is consummated or by IMAQ if the Business Combination is not consummated.

IMAQ has incurred significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, IMAQ expects to incur approximately $0.55 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is consummated or by IMAQ if the Business Combination is not consummated.

The unaudited pro forma condensed combined financial information contained in this proxy statement may not be indicative of what the Combined Company’s actual financial condition or results of operations would have been.

The unaudited pro forma condensed combined financial information contained in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The preparation of the unaudited pro forma condensed combined financial information was based upon available information and certain estimates and assumptions that IMAQ and Reliance believe are reasonable. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

There can be no assurance that the prospective financial information relating to Reliance is or will be indicative of the future performance of Reliance, and such differences may be material. Furthermore, there can be no assurance that the prospective financial information of the Combined Company, which is based upon the prospective financial information of Reliance is or will be indicative of the future performance of the Combined Company, and such differences may be material.

The prospective financial information relating to Reliance were prepared and provided in INR in million. Such prospective financial information was based upon facts and circumstances known by the management of Reliance, respectively, at the time the projections were prepared and provided. Furthermore, the prospective financial information relating to Reliance reflects assumptions and estimates made by the management of Reliance at that time.

The assumptions and estimates underlying the prospective financial information are inherently uncertain and, though considered reasonable by the management of Reliance as of the date of preparation, are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from the prospective financial information, including, among other risks and uncertainties, those described under the heading “Risks Related to Reliance’s Business and Operations”.

Such prospective financial information and projections have not been updated or revised to reflect information or results after the date they were prepared in middle to late 2022. The actual financial performance of Reliance since the date such prospective financial information was provided has and may continue to differ from the provided prospective financial information, and such differences may be material. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Combined Company.

Additionally, the prospective financial information relating to Reliance and the Combined Company is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the prospective financial information. Readers of this proxy statement are also cautioned not to rely on the prospective financial information in making a decision regarding the Business Combination, as the prospective financial information may be materially different than actual results. The Combined Company will not refer back to the prospective financial information in its future periodic reports filed under the Exchange Act.

Therefore, there can be no assurance that the prospective financial information of Reliance is or will be indicative of the future performance of Reliance, and such differences may be material. Furthermore, there can be no assurance that the prospective financial information of the Combined Company, which is based upon the prospective financial information relating to Reliance is or will be indicative of the future performance of the Combined Company, and such differences may be material.

Inclusion of the prospective financial information in this proxy statement should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. For more information see “Proposal 1 — The Business Combination Proposal —  Certain Prospective Financial Information.”

Termination of the SPA could negatively impact IMAQ.

If the Business Combination is not consummated for any reason, including as a result of the IMAQ stockholders declining to approve the Proposals required to effect the Business Combination, the ongoing business of IMAQ may be adversely impacted and, without realizing any of the anticipated benefits of the consummation of the Business Combination, IMAQ would be subject to a number of risks, including the following:

If the SPA is terminated and the IMAQ Board seeks another business combination, IMAQ’s stockholders cannot be certain that IMAQ will be able to find another target business or that such other business combination will be consummated. See “Proposal 1 — The Business Combination Proposal — The SPA — Termination.”

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.

As a result of the Business Combination, the Combined Company will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that the Combined Company file annual, quarterly and current reports with respect to its business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that the Combined Company establish and maintain effective internal control over financial reporting. As a result, the Combined Company will incur significant legal, accounting and other expenses that it did not previously incur. The Combined Company’s entire management team and many of its other employees will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing the Combined Company’s business strategy, which could prevent it from improving its business, financial condition, cash flows and results of operations. The Combined Company has made, and will continue to make, changes to its internal control over financial reporting, including information technology controls, and procedures for financial reporting and accounting systems to meet its reporting obligations as a public company. However, the measures the Combined Company takes may not be sufficient to satisfy its obligations as a public company. If the Combined Company does not continue to develop and implement the right processes and tools to manage its changing enterprise and maintain its culture, its ability to compete successfully and achieve its business objectives could be impaired, which could negatively impact its business, financial condition, cash flows and results of operations. In addition, the Combined Company cannot predict or estimate the amount of additional costs it may incur to comply with these requirements. The Combined Company anticipates that these costs will materially increase its general and administrative expenses.

These rules and regulations result in the Combined Company’s incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, the Combined Company expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance, and the Combined Company may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Combined Company to attract and retain qualified people to serve on the Combined Company’s board of directors, or committees thereof, or as executive officers of the Combined Company.

As a public reporting company, the Combined Company will be subject to rules and regulations established from time to time by the SEC regarding its internal control over financial reporting. If the Combined Company fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, it may not be able to accurately report its financial results or report them in a timely manner.

Upon consummation of the Business Combination, the Combined Company will become a public reporting company subject to the rules and regulations established from time to time by the SEC and Nasdaq. These rules and regulations will require, among other things, that the Combined Company establish and periodically evaluate procedures with respect to its internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on the Combined Company’s financial and management systems, processes and controls, as well as on its personnel. In addition, as a public company, the Combined Company will be required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that its management can certify as to the effectiveness of its internal control over financial reporting.

In the event that a significant number of the Public Shares are redeemed, the Combined Company’s common stock may become less liquid following the consummation of the Initial Business Combination.

If a significant number of the Public Shares are redeemed, IMAQ may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the Combined Company may be limited and your ability to sell your shares of the Combined Company’s common stock in the market could be adversely affected. IMAQ has applied to list the Combined Company’s shares on the Nasdaq, and Nasdaq may not list the Combined Company’s common stock on its exchange, which could limit investors’ ability to make transactions in the Combined Company’s common stock and subject the Combined Company to additional trading restrictions.

IMAQ may waive one or more of the conditions to the consummation of the Business Combination without resoliciting stockholder approval for the Business Combination Proposal.

IMAQ may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Business Combination, to the extent permitted by applicable laws. The IMAQ Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and re-solicitation of proxies is warranted. In some instances, if the IMAQ Board determines that a waiver is not sufficiently material to warrant re-solicitation of stockholders, IMAQ has the discretion to consummate the Business Combination without seeking further stockholder approval. For example, it is a condition to IMAQ’s obligations to consummate the Business Combination that there be no restraining order, injunction or other order restricting Reliance’s conduct of their businesses. However, if the IMAQ Board determines that any such order or injunction is not material to the business of the Combined Company, then the IMAQ Board may elect to waive that condition without stockholder approval and consummate the Business Combination.

Provisions in the Proposed Charter and Delaware law may have the effect of discouraging lawsuits against the Combined Company’s directors and officers.

The Proposed Charter will require that, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Combined Company, (ii) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of the Combined Company’s directors, officers or stockholders to the Combined Company or its stockholders, (iii)any action, suit or proceeding asserting a claim arising pursuant to the Delaware General Corporation Law, the Proposed Charter or the amended and restated bylaws or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine. In addition, subject to the provisions of the preceding sentence, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. If any action the subject matter of which is within the scope of the first sentence of this paragraph is filed in a court other than the courts in the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the first sentence of this paragraph and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Combined Company’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Proposed Charter. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

This forum selection clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court declining to enforce this forum selection clause is low, if a court were to determine this forum selection clause to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs in conjunction with its efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on the Combined Company’s business, cash flows, financial condition and results of operations and result in a diversion of the time and resources of the Combined Company’s management and board of directors.

Anti-takeover provisions contained in the Proposed Charter, as well as provisions of Delaware law, could impair a takeover attempt.

The Proposed Charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. Such provisions include, (i) authorization of shares of “blank check” preferred stock, (ii) increasing the voting threshold for removal of directors from 60% to 66 2/3%, (iii) provide that the authorized number of directors may be changed only by resolution of the Combined Company’s Board; (iv) provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; (v) provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; and (vi) not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. See “Proposal 2  — The Charter Proposal.”

IMAQ is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for the Combined Company’s common stock.

Activities taken by IMAQ’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the IMAQ securities.

The Sponsor or IMAQ’s executive officers, directors and advisors, or their respective affiliates, may purchase shares of IMAQ Common Stock in privately negotiated transactions either prior to or following the consummation of the Initial Business Combination. None of the Sponsor or IMAQ’s executive officers, directors and advisors, or their respective affiliates, will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of the Sponsor or IMAQ’s executive officers, directors and advisors, or their respective affiliates, currently anticipates paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by the Sponsor or IMAQ’s executive officers, directors and advisors, or their respective affiliates, or the price such parties may pay.

If such transactions are effected, the consequence could be to cause the Business Combination Proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares of IMAQ Common Stock by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and the other Proposals and would likely increase the chances that the Business Combination Proposal and the other Proposals would be approved. If the market does not view the Business Combination positively, purchases of the Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of IMAQ’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of IMAQ’s securities.

As of the date of this proxy statement, no agreements with respect to the private purchase of the Public Shares by IMAQ or the persons described above have been entered into. IMAQ will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the Sponsor or IMAQ’s executive officers, directors and advisors, or their respective affiliates, that would affect the vote on the Business Combination Proposal or the other Proposals.

If we are deemed an “investment company” subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

If we become obligated to register the company or any of its subsidiaries as an investment company pursuant to the Investment Company Act, the registered entity would have to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things:

If we were deemed to be an investment company under the Investment Company Act, we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or modify our equity interests and debt positions or organizational structure or our contract rights to fall outside the definition of an investment company under the Investment Company Act. Registering as an investment company pursuant to the Investment Company Act could, among other things, materially adversely affect our financial condition, business and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming. Modifying our equity interests and debt positions or organizational structure or our contract rights could require us to alter our business and investment strategy in a manner that requires us to purchase or dispose of assets or securities, prevents us from pursuing certain opportunities, or otherwise restricts our business, which may have a material adverse effect on our business results of operations, financial condition or prospects.

Risks Related to the Combined Company’s Common Stock

The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

Following the consummation of the Initial Business Combination, the market price of Combined Company’s common stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the Combined Company’s common stock, regardless of the Combined Company’s actual operating performance. Furthermore, due to their cost of acquiring the Founder Shares being significantly less than the effective price per share of IMAQ Common Stock paid by investors in the IPO, the ability of the Initial Stockholders to sustain the negative effects of any such volatility will be much greater than such investors in the IPO or investors that acquired IMAQ Common Stock in the open market following the consummation of the IPO.

Volatility in the Combined Company’s stock price could subject the Combined Company to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Combined Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.

If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.

The trading market for the Combined Company’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade the Combined Company’s common stock or change their opinion, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

Because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

The Combined Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the Combined Company’s common stock would be your sole source of gain on an investment in the Combined Company’s common stock for the foreseeable future.

The future sales of shares by the Combined Company’s stockholders and future exercise of registration rights may adversely affect the market price of the Combined Company’s common stock.

Sales of a substantial number of shares of the Combined Company’s common stock in the public market could occur at any time. If the Combined Company’s stockholders sell, or the market perceives that the Combined Company’s stockholders intend to sell, substantial amounts of the Combined Company’s common stock in the public market, the market price of the Combined Company’s common stock could decline.

The holders of the Founder Shares and Private Units are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of the majority of the Founder Shares and the Private Units are entitled to make up to two demands that we register such securities. The holders of the majority of the registrable securities can elect to exercise these registration rights (i) at any time commencing any time following the consummation of the Initial Business Combination with respect to the Private Units or any securities issuable upon conversion of loans from investors to IMAQ and (ii) three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Initial Business Combination. The presence of these additional Founder Shares trading in the public market may have an adverse effect on the market price of the Combined Company’s common stock.

The Combined Company is an emerging growth company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make the Combined Company’s common stock less attractive to investors.

Following the consummation of the Initial Business Combination, the Combined Company will be an emerging growth company, as defined in the JOBS Act. For as long as the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation 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. The Combined Company will remain an emerging growth company until the earlier of (i)(x) December 31, 2026, (y) the date on which the Combined Company has total annual gross revenue of at least $1.07 billion or (z) the date on which the Combined Company is deemed to be a large accelerated filer, which means the market value of shares of the Combined Company’s common stock that are held by non-affiliates exceeds $700 million as of the prior September 30th, and (ii) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Combined Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Combined Company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this proxy statement and the Combined Company’s periodic reports and proxy statements.

The Combined Company cannot predict if investors will find the Combined Company’s common stock less attractive because the Combined Company may rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for the Combined Company’s common stock and its market price may be more volatile.

Subsequent to the consummation of the Initial Business Combination, IMAQ may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although IMAQ has conducted due diligence on Reliance, IMAQ cannot assure you that this diligence revealed all material issues that may be present in those businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of IMAQ’s, Reliance’s control will not later arise. As a result, we may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if IMAQ’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with IMAQ’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Combined Company’s securities. In addition, charges of this nature may cause the Combined Company to be unable to obtain future financing on favorable terms or at all.

A market for the Combined Company’s securities may not continue, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of the Combined Company’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for the Combined Company’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of the Combined Company’s securities after the Business Combination can vary due to general economic conditions and forecasts, the Combined Company’s general business condition and the release of the Combined Company’s financial reports. Additionally, if the Combined Company’s securities are not listed on, or become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of the Combined Company’s securities may be more limited than if the Combined Company were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

The nominal purchase price paid by the Sponsor and directors and officers of IMAQ for the Founder Shares may significantly dilute the implied value of the Public Shares in the event the parties complete an initial Business Combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsor and directors and officers of IMAQ paid to purchase such shares in the event the parties complete an initial business Combination, even if the Business Combination causes the trading price of the IMAQ common stock to materially decline.

The nominal purchase price paid by the Sponsor and directors and officers of IMAQ for the Founder Shares may significantly dilute the implied value of the Public Shares in the event we complete an initial business combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsor and directors and officers of IMAQ paid to purchase such shares in the event we complete an initial Business Combination, even if the Business Combination causes the trading price of the IMAQ common stock to materially decline. The Sponsor and directors and officers of IMAQ invested an aggregate of [·] comprised of the [·] purchase price for the Founder Shares and the [·] purchase price for the Placement Units. The amount held in our Trust Account was approximately [·] million as of [·] implying a value of [·] per Public Share. Based on these assumptions, each share of IMAQ common stock would have an implied value of [·] per share upon completion Business Combination, representing a [·] decrease from the initial implied value of [·] per Public Share. While the implied value of [·] per share upon completion of our initial Business Combination would represent a dilution to our public stockholders, this would represent a significant increase in value for the Sponsor and directors and officers of IMAQ relative to the price it paid for each Founder Share. At [·] per share, the [·] shares of IMAQ common stock that the Sponsor and directors and officers of IMAQ holding Founder Shares would own upon completion of our initial Business Combination would have an aggregate implied value of [·]. As a result, even if the trading price of the IMAQ common stock significantly declines, the value of the Founder Shares held by the Sponsor and directors and officers of IMAQ will be significantly greater than the amount the Sponsor and directors and officers of IMAQ paid to purchase such shares. In addition, the Sponsor and directors and officers of IMAQ could potentially recoup their entire investment, inclusive of their investment in the Placement Units, even if the trading price of the IMAQ common stock after the initial Business Combination is as low as [·] per share. As a result, the Sponsor and directors and officers of IMAQ holding Founder Shares are likely to earn a substantial profit on their investment upon disposition of shares of New IMAQ common stock even if the trading price of the IMAQ common stock declines after the completion of the initial Business Combination. The Sponsor and directors and officers of IMAQ holding Founder Shares may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the public stockholders, rather than liquidating IMAQ. This dilution would increase to the extent that public stockholders seek redemptions from the Trust Account for their Public Shares.

Even if IMAQ consummates the Business Combination, there can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless.

The exercise price for Public Warrants is $11.50 per share in each case. There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of Public Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us, dated July 28, 2021, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Our ability to amend the terms of the Public Warrants with the consent of a majority of the then-outstanding Public Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of IMAQ Common Stock purchasable upon exercise of a Public Warrant.

IMAQ may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last sale price of IMAQ Common Stock equals or exceeds $16.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the IMAQ Common Stock issuable upon exercise of the warrants is effective and a current proxy statement/prospectus relating to those IMAQ Common Stock is available throughout the thirty (30-) day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants.

None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees. See “Questions and Answers About the Proposals – How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders post business combination?” for more information.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

On October 22, 2022, International Media Acquisition Corp. (“IMAQ”) entered into a Stock Purchase Agreement (the “SPA”) with Risee Entertainment Holdings Private Limited, a company incorporated in India (the “Seller”), and Reliance Entertainment Studios Private Limited, a company incorporated in India (the “Target Company”). Pursuant to the terms of the SPA, a business combination between IMAQ and the Target Company will be affected by outright purchase of 39.20% of the issued and outstanding share capital of the Target Company from Seller, which shall result in IMAQ getting power to appoint most directors on the board of the Target Company (the “Business Combination”). A series of subsequent transactions have also been agreed upon in the SPA for purchase of the remaining 60.80% stake. The board of directors of IMAQ have (i) approved and declared advisable the SPA and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the SPA and related transactions by the stockholders of IMAQ.

Subject to the terms and conditions set forth in the Agreement, Seller will receive an aggregate minimum consideration with a value equal to $140,000,000 in cash, being $102,000,000 towards purchase of common stock of the Target Company and $38,000,000 towards settlement of net outstanding dues of the Target Company and its joint ventures towards related entities of the Seller.

Introduction

The following unaudited pro forma condensed combined financial statements of IMAQ present the combination of the historical financial information of IMAQ and RESPL, adjusted to give effect for the Business Combination. IMAQ is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses."

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical balance sheets of IMAQ and the historical balance sheet of RESPL as of September 30, 2022, on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on September 30, 2022.

The unaudited pro forma condensed combined statements of operations for the six months ended September 30, 2022 and for the year ended March 31, 2022 present the pro forma effect of the Business Combination as if it had been consummated on April 1, 2021.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

· the accompanying notes to the unaudited pro forma condensed combined financial statements;

· the historical unaudited financial statements of IMAQ as of and for the six months ended September 30, 2022 and the related notes thereto, included elsewhere in this proxy statement;

· the historical audited financial statements of IMAQ as of and for the year ended December 31, 2021 and the related notes thereto, included elsewhere in this proxy statement;

· the historical audited financial statements of RESPL as of and for the years ended March 31, 2022 and 2021 and the related notes thereto, included elsewhere in this proxy statement;

· the historical unaudited financial statements of RESPL as of and for the six months ended September 30, 2022 and the related notes thereto, included elsewhere in this proxy statement; and

· the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of IMAQ” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of RESPL,” and other financial information relating to IMAQ and RESPL included elsewhere in this proxy statement/prospectus/form, including the Merger Agreements/Business Combination Agreements/Share Purchase Agreements.

Because IMAQ’s fiscal year-end is December 31 (before it was changed to March 31, earlier this year) and RESPL’s fiscal year-end is March 31, in order for the comparative information as of and for the six months ended September 30, 2022 to be comparable, IMAQ’s financial information were adjusted and determined based on information as of and for the six months ended September 30, 2022. Further, in order for the comparative information as of and for the year ended March 31, 2022 to be comparable, IMAQ’s financial information were adjusted and determined based on information as of and for the year ended March 31, 2022. The IMAQ financial information for the year ended March 31, 2022 was determined by taking the audited financial statements for the year ended December 31, 2021, adding the unaudited financial information for the three month ending March 31, 2022 and subtracting the unaudited financial information for the period starting from January 15, 2021 (Inception) through 31 March, 2021.

On August 16, 2022, the board of directors of IMAQ approved a change to the Company’s fiscal year end from December 31 to March 31, in accordance with the Company’s bylaws. As a result of the change in fiscal year end, transition report filed by IMAQ as on September 29, 2022 reflects the Company’s Transition Report on Form 10-Q for the period from January 1, 2022 through March 31, 2022. The IMAQ’s next fiscal year will run from April 1, 2022 through March 31, 2023 (Fiscal 2023).

See Note 6 to the Notes to the Unaudited Pro forma Condensed Combined Financial Statements for additional information regarding the adjustments to the financial information of IMAQ.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the combined entity’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined entity. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

The unaudited pro forma condensed combined financial information does not reflect any integration costs or savings that may be realized from the transaction. The merger transaction will be accounted for as a business combination, and will reflect the application of acquisition accounting in accordance with Accounting Standards Codification (ASC) 805, Business Combinations. The pro forma adjustments are based on preliminary estimates of the fair values of assets acquired and liabilities assumed and information available as of the date of this Proxy. Certain valuations and assessments, including valuations of the intangible assets and liabilities, as well as the assessment of the tax positions and rates of the combined business, are in process and will not be completed until subsequent to the close of the proposed merger transactions.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes.

Description of transactions

In accordance with the terms and subject to the conditions of the SPA, the Seller shall, in exchange for the consideration set forth below, sell, transfer, convey, assign and deliver to IMAQ, and IMAQ shall purchase, acquire and accept from the Seller all rights, title and interest in and to the shares of the Target Company (the “Company Shares”) in the manner described herein, free and clear of all liens, excepting only restrictions on the subsequent transfer of the Company Shares by IMAQ imposed under applicable laws, IMAQ’s organizational documents, and the Shareholders’ Agreement (as defined below). Such purchases shall be made as follows:

(a)     Tranche 1: IMAQ shall purchase and Seller shall sell 3,920 Company Shares (the “Tranche 1 Company Shares”) at the initial closing of the Stock Acquisition which shall occur within four days of the satisfaction or waiver of the closing conditions set forth in the SPA (the “Initial Closing,” and any subsequent closing thereafter, an “Additional Closing”), which shares shall represent 39.20 % of the fully diluted equity ownership of the Target Company as of the date of the Initial Closing, for the higher of: (i) the fair market value of the Tranche 1 Company Shares determined in accordance with the requirements of the Foreign Exchange Management Act, 1999, of the Republic of India (the “FEMA”), or (ii) $40,000,000;

(b)     Tranche 2: IMAQ shall purchase and Seller shall sell 1,570 Company Shares (“Tranche 2 Company Shares”) on or prior to the 90th day following the Initial Closing for the higher of: (i) the fair market value of the Tranche 2 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $16,000,000 (and simultaneously, IMAQ shall also infuse $4,000,000 as primary equity capital into the Target Company and be issued common equity shares in the Target Company against such subscription amount, or, alternatively, IMAQ may also infuse this amount as a loan to the Target Company in accordance with applicable laws), which shares (i.e., the Tranche 2 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased under paragraph (a) above) represent 54.90% of the fully diluted equity ownership of the Target Company as of such Additional Closing;

"(c)   Tranche 3: IMAQ shall purchase and Seller shall sell 1,960 Company Shares (“Tranche 3 Company Shares”) on or prior to 12 months from the Initial Closing for the higher of: (i) the fair market value of the Tranche 3 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $20,000,000 (and simultaneously, IMAQ shall also infuse $20,000,000 as primary equity capital into the Target Company and be issued common equity shares in the Target Company against such subscription amount, or, alternatively, IMAQ may also infuse this amount as a loan to the Target Company in accordance with applicable laws), which shares (i.e., the Tranche 3 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased and subscribed under paragraphs (a) and (b) above, as the case may be) represent 74.50% of the fully diluted equity ownership of the Target Company as of such Additional Closing;

(d)     Tranche 4: IMAQ shall purchase and Seller shall sell 2,550 Company Shares (“Tranche 4 Company Shares”) on or prior to 18 months from the Initial Closing for the higher of: (i) the fair market value of the Tranche 4 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $26,000,000 (and simultaneously, IMAQ shall also infuse $14,000,000 as primary equity capital into the Target Company and be issued common equity shares in the Target Company against such subscription amount, or, alternatively IMAQ may also infuse this amount as a loan to the Target Company in accordance with applicable Laws), which shares (i.e., the Tranche 4 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased and subscribed under paragraphs (a), (b) and (c) above, as the case may be) represent 100% of the fully diluted equity ownership of the Target Company as of such Additional Closing.

(e)     The Target Company shall, and IMAQ shall ensure that, all primary investments into the Target Company by IMAQ as contemplated under the SPA, aggregating to $38,000,000, shall be used solely for the purposes of repayment of the inter-company loans aggregating to $38,000,000 as existing on the books of the Target Company at the Initial Closing (the “Existing Inter-Company Loans”), as set forth in the SPA.

(f)      Any loan extended by IMAQ to the Target Company pursuant to paragraphs (b) to (d) above shall be repaid (including any interest repayment or payment of charges) by the Target Company only after the Seller has been paid the entire consideration contemplated under the SPA.

Further as per the earnout agreement the Seller is entitled to receive:

(a)     $7,500,000 upon satisfaction / occurrence of the weighted average share price of the shares of Parent Common Stock on Nasdaq, for a period of ten (10) trading days over any twenty (20) consecutive trading days during the Earnout Period, is greater than or equal to $15.00 per share / stock.

(b)     $10,000,000 upon satisfaction / occurrence of the weighted average share price of the shares of Parent Common Stock on Nasdaq, for a period of ten (10) trading days over any twenty (20) consecutive trading days during the Earnout Period, is greater than or equal to $20.00 per share / stock.

The company had appointed an independent valuer to identify the fair value of earnout payment on day of consummate Business Combination. The value identified by the independent valuer is NIL.

At the Initial Closing and each Additional Closing, the applicable consideration will be paid by IMAQ to the Seller in Indian National Rupees, the currency of the Republic of India (“INR”), based upon the foreign exchange rates published by Bloomberg as set forth in the SPA.

The Business Combination between IMAQ and RESPL is expected to be accounted for as a forward business acquisition with IMAQ as the accounting acquirer.

Pursuant to the existing IMAQ Charter, public stockholders are being offered the opportunity to redeem, upon the Initial Closing, shares of IMAQ common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (as of two business days prior to the Initial Closing). The unaudited pro forma condensed combined information contained herein assume, among other things that IMAQ stockholders approve the Business Combination. IMAQ’s public stockholders may elect to redeem their common stock for cash even if they approve the Business Combination and the other Proposals. IMAQ cannot predict how many of its stockholders will exercise their right to have their shares redeemed for cash.

PROFORMA COMBINED BALANCE SHEET

As of September 30, 2022