IMAQ merger with VCI Holdings Limited / Ethanol Quang Nam Production Company Limited (Vietnam Biofuels Development JSC)
VCI Holdings Limited / Ethanol Quang Nam Production Company Limited (Vietnam Biofuels Development JSC) (Vietnam) — Messy multi-entity target: the 30-Apr-2026 amended and restated merger agreement is among (i) IMAQ (Delaware SPAC, now OTC), (ii) VCI Holdings Limited, a British Virgin Islands business company, …
Announced 9 April 2025.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
ii) in the event that the aggregate of the revenue and any other income of the Redomestication Merger Surviving Corporation, Company and its Subsidiaries on a consolidated basis for any four consecutive fiscal quarters during the five years commencing from the first day of the next fiscal quarter after the Closing Date, calculated based on (1) if such four consecutive fiscal quarters correspond to a full fiscal year, the consolidated audited financial statements set forth in the annual report of the Redomestication Merger Surviving Corporation for that year, and (2) for the other fiscal quarters, the consolidated unaudited financial statements of the Redomestication Merger Surviving Corporation signed by the CFO, is equal to or exceeds $500,000,000 (“ Earnout Event 2 ”), then the Earnout Shareholders shall be entitled to receive 15,000,000 Earnout Shares, (iii) in the event that the Redomestication Merger Surviving Corporation declares a dividend equal to or greater than $20,000,000 in the aggregate from available funds or the equivalent amount of Redomestication Merger Surviving Corporation Ordinary Shares out of existing treasury shares, any time from the Closing Date until the date that is three (3) years after the Closing Date, then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares (“ Earnout Event 3 ”, and together with Earnout Event 1 and Earnout Event 2, the “ Earnout Events ” and each, an “ Earnout Eventmore ▾less ▴
1.38 “ Lock-up Agreements ” means the agreements in the form to be mutually agreed by the Parent Parties and the Company, dated as of the Closing Date entered into by and between the Persons listed on Section 1.38 of the Company Disclosure Schedule (the “ Lock-up Shareholders ”) and the Purchaser, and providing (among other things): (a) an irrevocable agreement by the Lock-up Shareholders not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or enter into a transaction that would have the same effect, with regards to (i) 25,000,000 Redomestication Merger Surviving Corporation Class A Ordinary Shares and 10,000,000 Redomestication Merger Surviving Corporation Class B Ordinary Shares beneficially owned by the Lock-up Shareholders (together, the “ Lock-up Shares A ”), for a period commencing the day after the Closing Date and ending on the date that is 185 days thereafter; and (ii) 50,000,000 Redomestication Merger Surviving Corporation Class A Ordinary Shares beneficially owned by the Lock-up Shareholders (the “ Lock-up Shares B ”), for a period commencing the day after the Closing Date and ending on the date that is 365 days thereaftermore ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: VCI Biofuels Group (VCI Holdings / Ethanol Quang Nam / Vietnam Biofuels)
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Messy multi-entity target: the 30-Apr-2026 amended and restated merger agreement is among (i) IMAQ (Delaware SPAC, now OTC), (ii) VCI Holdings Limited, a British Virgin Islands business company, (iii) Ethanol Quang Nam Production Company Limited ('EQN', a Vietnamese ethanol producer, together with VCI and subsidiaries the 'Company Group'), (iv) Vietnam Biofuels Development Joint Stock Company ('VNB', Vietnamese), (v) Valix Limited (new BVI Purchaser/listco) and (vi) Newbio Merger Limited (BVI merger sub). The operating business is Vietnamese bio-ethanol manufacturing: the SEC-filed press release calls VCI Biofuels Group 'a seasoned operator in the biofuel manufacturing industry in Vietnam, producing fuel ethanol, solvent alcohol, and food alcohol', established 2014, positioned on Vietnam's gasoline-ethanol blending mandate with sustainable-aviation-fuel ambitions; VNB's own site (founded 2015 per site, HQ TSG Lotus Tower, 190 Sai Dong, Long Bien, Hanoi) markets 99% fuel ethanol, 95%/99.5% solvent alcohol, 96% food alcohol, industrial CO2 and DDGS/cassava-residue animal feed from its Quang Nam ethanol plant. It is an OPERATING, revenue-generating manufacturer (not pre-revenue), but NO target financial statements are on EDGAR as of 2026-08-15 (no F-4/S-4 filed by Valix), so no revenue figure can be sourced; the group's scale ambition is visible only in the earnout's $500M consolidated-revenue trigger. Group CEO Navin Sidhu; IMAQ (a former media-focused SPAC that IPO'd in 2021, CEO/CFO/Chair Yu-Fang Chiu) has been extending monthly since 2025 and trades OTC.
Founded 2014.
Expensive or cheap?
vs 4 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what VCI Biofuels Group (VCI Holdings / Ethanol Quang Nam / Vietnam Biofuels) actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for VCI Biofuels Group (VCI Holdings / Ethanol Quang Nam / Vietnam Biofuels), so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
No announced deal value, so there is no price to divide.
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
$1 of their sales costs $1.31 on the open market. Median of 4 listed companies we judged a true comparable, which individually run from 0.41× to 2.96×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- No announced deal value — nothing to strike a multiple on.
- VLO, ANDE, AMTX have no revenue to divide by, so they are shown but left out of the peer median.
The 7 listed companies it is measured against, and why
- GPRE0.8× revenue
Green Plains is the benchmark listed fuel-ethanol producer; sector anchor for ethanol manufacturing economics (thin spreads, commodity feedstock).
- ALTO0.41× revenue
Alto Ingredients produces fuel ethanol plus specialty/food-grade alcohols - the same fuel+solvent+food alcohol product mix as the Quang Nam plant, at small-cap scale.
- VLOno revenue multiple
Operational comp: Oil & Gas Refining and Marketing (NEC); large-cap ($49.7bn); shares ethanol, fuel, aviation, sustainable, manufacturer, subsidiaries with the target's own description; forward EV/Sales 0.7x.
- REX1.81× revenue
REX American Resources is a profitable pure-play US ethanol producer - the clean comparison for what an established ethanol plant earns.
- GEVO2.96× revenue
Gevo is the listed proxy for the ethanol-to-sustainable-aviation-fuel expansion story VCI's CEO cites as the post-merger strategy.
- ANDEno revenue multiple
Operational comp: Fishing & Farming Wholesale; small-cap ($1.8bn); shares ethanol, ddgs, fuel, feed, plant, food with the target's own description; forward EV/Sales 0.3x.
- AMTXno revenue multiple
Operational comp: Ethanol Fuels; micro-cap ($91m); shares ethanol, per, fuel, plant, production, from with the target's own description; forward EV/Sales 2.3x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
ii) in the event that the aggregate of the revenue and any other income of the Redomestication Merger Surviving Corporation, Company and its Subsidiaries on a consolidated basis for any four consecutive fiscal quarters during the five years commencing from the first day of the next fiscal quarter after the Closing Date, calculated based on (1) if such four consecutive fiscal quarters correspond to a full fiscal year, the consolidated audited financial statements set forth in the annual report of the Redomestication Merger Surviving Corporation for that year, and (2) for the other fiscal quarters, the consolidated unaudited financial statements of the Redomestication Merger Surviving Corporation signed by the CFO, is equal to or exceeds $500,000,000 (“ Earnout Event 2 ”), then the Earnout Shareholders shall be entitled to receive 15,000,000 Earnout Shares, (iii) in the event that the Redomestication Merger Surviving Corporation declares a dividend equal to or greater than $20,000,000 in the aggregate from available funds or the equivalent amount of Redomestication Merger Surviving Corporation Ordinary Shares out of existing treasury shares, any time from the Closing Date until the date that is three (3) years after the Closing Date, then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares (“ Earnout Event 3 ”, and together with Earnout Event 1 and Earnout Event 2, the “ Earnout Events ” and each, an “ Earnout Event
Earlier deals
1 on fileCombinations this SPAC announced before the one above.
- Reliance Entertainment Studios Private Limited (bought from Risee Entertainment Holdings Private Limited) terminated · announced 22 October 2022 · $102M
A note on the price: IMAQ trades below the cash the company still holds per share ($10.11 vs $12.03), but the window to claim that cash has closed — the gap is the market pricing this deal’s risk, not money you can collect. What a floorless SPAC is →
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.