UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41134 INCEPTION GROWTH ACQUISITION LIMITED (Exact name of registrant as specified in its charter) | Delaware | 86-2648456 | | --- | -- ...

Business Combination - The company entered into a Business Combination Agreement with AgileAlgo Holdings Ltd., with shareholders owning approximately 88.3% of AgileAlgo's shares participating in the agreement[22]. - The company has extended the deadline for the business combination closing to March 31, 2025, with the possibility of termination if the deadline is not met[23]. - The Business Combination Agreement may be terminated if PubCo does not receive approval for listing on Nasdaq by March 31, 2025[85]. - The company aims to complete business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[66]. - The initial business combination may involve acquiring 100% or less than 100% of the target business, ensuring control over voting securities[66]. - The company intends to acquire at least 50% of the outstanding voting securities of the target business to avoid registration as an investment company[101]. - The company is seeking to acquire businesses with a strong management team and a proven track record of value creation[62]. - The company will seek independent opinions to ensure fairness in business combinations involving affiliates of its officers or directors[68]. - The company is not prohibited from pursuing an initial business combination with an affiliated company, provided an independent opinion is obtained[98]. Financial Performance - The initial public offering (IPO) generated gross proceeds of $90 million from the sale of 9 million units, with an additional $13.5 million from the over-allotment option[24]. - A total of $104,535,351 from the IPO and private placement proceeds was deposited in a Trust Account for public stockholders[27]. - The company incurred $1,811,250 in underwriting discounts and commissions related to its IPO[178]. - For the year ended December 31, 2024, the company reported a net income of $130,063, with dividend income of $1,154,401 and expenses of $1,008,441[203]. - The company had a net income of $640,087 for the year ended December 31, 2023, with dividend income of $2,737,549[204]. - As of December 31, 2024, the Trust Account held $3,605,750, which was initially funded with $103.5 million from the IPO and $4.721 million from private placements[177]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing an initial business combination[170]. Market Opportunities - The company aims to target industries with considerable growth potential, excluding any entity with principal operations in China[36]. - The global media market reached a value of nearly $1,713 billion in 2020 and is expected to grow to $2,670 billion by 2025, indicating significant opportunities in the media sector[39]. - 5G technologies are projected to add $2.2 trillion to the global economy, particularly benefiting manufacturing and financial services industries[40]. - The global sports industry was valued at approximately $388.3 billion in 2020 and is expected to continue growing due to e-sports and rising sponsorships[41]. - The Global Sports Analytics Market size is projected to reach $4.3 billion by 2025, driven by data-driven platforms and artificial intelligence[42]. - The Esports market is on track to surpass $1.0 billion in revenue and is expected to reach $1.8 billion by 2022, with viewership growing at a 9% CAGR from 454 million in 2019 to 646 million in 2023[43]. - The global gaming market was valued at $173.70 billion in 2020 and is expected to reach $314.40 billion by 2026[45]. - The Japanese video gaming market is forecasted to exceed $14 billion by 2026, while South Korea's gaming industry is expected to surpass $15 billion by 2022[46]. - Consumer spending on video games in the United States is projected to reach $13.4 billion during the November and December 2020 holiday period, a 24% increase from the previous year[46]. Management and Governance - The management team has extensive experience in M&A and capital markets, with a proven track record of producing high returns for investors[58]. - The Chief Financial Officer previously completed a successful SPAC merger, resulting in a stock price peak of $16.3 per share, yielding over 60% return for investors[58]. - The board of directors includes leaders with extensive experience in capital markets and business development, enhancing the company's ability to identify and acquire suitable targets[56]. - The company has two officers, the CEO and CFO, who are not obligated to devote specific hours but will dedicate time as necessary until the initial business combination is completed[159]. - The company has agreed to pay $10,000 per month for office space and related services provided by an affiliate of its Sponsor[158]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[75]. - The company may face foreign investment regulations that could limit its ability to complete business combinations with U.S. target companies[78]. - The company’s common stock may become subject to "penny stock" regulations, which could reduce trading activity and impose additional burdens on brokers[89]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC regulations[132]. - Any purchases by the company's affiliates will comply with Regulation M under the Exchange Act, ensuring no manipulation occurs during the purchase process[123]. Risks and Challenges - The company may face risks if the target business is financially unstable or in early development stages[102]. - The company may incur losses if costs associated with identifying and evaluating target businesses do not lead to successful combinations[104]. - The company faces competition from other blank check companies, private equity groups, and operating businesses, which may limit its ability to acquire larger target businesses[157]. - The company is subject to potential claims from creditors if a bankruptcy petition is filed, which could affect the Trust Account and stockholder returns[155]. - Claims against the Trust Account by creditors will take priority over public stockholders' claims, potentially reducing the actual redemption amount[146]. Redemption and Liquidation - If the initial business combination is not completed by June 13, 2025, the company may be required to liquidate, potentially returning $12.88 per share to public shareholders[79]. - The anticipated redemption price for public stockholders upon completion of the initial business combination is approximately $10.10 per public share, based on the amount in the Trust Account[124]. - Public stockholders will have the opportunity to redeem their shares either through a stockholder meeting or a tender offer, with the tender offer remaining open for at least 20 business days[127]. - The company will cease operations and liquidate if the initial business combination is not completed by the deadline, with redemption occurring within ten business days thereafter[141]. - The company’s initial stockholders have waived their rights to liquidating distributions from the Trust Account if the business combination is not completed by the deadline[142]. - If the initial business combination is not completed, the company will redeem 100% of public shares at a per-share price based on the Trust Account balance, estimated at approximately $12.88 per share[146]. - The company expects to have approximately $1,100,000 available from proceeds outside the Trust Account to cover costs associated with liquidation[145]. Audit and Financial Controls - The company dismissed its independent auditor, Marcum LLP, effective December 1, 2023, and engaged Adeptus Partners, LLC for the year ending December 31, 2023[214]. - The 2022 Audit Report indicated substantial doubt about the company's ability to continue as a going concern[215]. - Disclosure controls and procedures were evaluated as not effective as of December 31, 2024[219]. - The company has not identified any significant accounting policies that could materially differ from estimates[209]. - The company has not had any disagreements with Marcum LLP on accounting principles or practices during the fiscal year[215].

Core Points - Inception Growth Acquisition Limited announced that its stockholders voted in favor of proposals to amend its certificate of incorporation and investment management trust agreement [1] - The amendments allow the Company to extend the liquidation date of its trust account by six times for an additional month each time, from December 13, 2024, to June 13, 2025 [1] - Each one-month extension requires a deposit of $0.04 multiplied by the number of common stock issued in the initial public offering that has not been redeemed [1] - The purpose of the extension is to provide additional time for the Company to complete a business combination [1]

Taxation - The effective tax rate for the nine months ended September 30, 2024, was 22.62%, a decrease from 47.98% for the same period in 2023[78]. - The effective tax rate for the three months ended September 30, 2024, was 26.01%, down from 66.90% in 2023[78]. - The company incurred $190,370 in excise tax expenses for the nine months ended September 30, 2024, compared to $604,113 for the same period in 2023[81]. - The company has not recognized any unrecognized tax benefits or accrued interest and penalties as of September 30, 2024, and December 31, 2023[76]. Stock and Shares - As of September 30, 2024, there were 1,264,184 shares of common stock subject to possible redemption, down from 2,950,891 shares as of December 31, 2023[68]. - As of September 30, 2024, common stock subject to possible redemption was valued at $14,704,087, down from $32,055,202 as of December 31, 2023[91]. - The weighted-average shares outstanding for the nine months ended September 30, 2024, were 2,261,434, compared to 2,637,500 for the same period in 2023[83]. - As of September 30, 2024, the Company had 2,637,500 shares of common stock issued and outstanding, with 1,264,184 shares subject to possible redemption[102]. Financial Performance - Basic and diluted net income per share for the nine months ended September 30, 2024, was $0.29, compared to a loss of $(0.15) for the same period in 2023[83]. - Total expenses for the nine months ended September 30, 2024, were $(333,704), while for the same period in 2023, total expenses were $(389,197)[83]. Initial Public Offering (IPO) - The company sold 10,350,000 Units in its Initial Public Offering (IPO) at a purchase price of $10.00 per Unit, raising gross proceeds of $103,500,000[87]. - The Deferred Commission for the underwriter of the IPO is capped at $2,250,000, with an option to receive part of it in shares and a promissory note[122]. Business Combination - The company has the option to extend the deadline for completing a business combination by depositing $100,000 for each one-month extension, with the current deadline extended to June 13, 2024[96]. - The company deposited $50,000 into the Trust Account on October 2, 2024, to extend the time to complete a business combination until November 13, 2024[119]. - On October 22, 2024, the Sponsor's loans to the Company will convert into 240,000 PubCo Ordinary Shares upon the Closing of the Business Combination[121]. - If the Company fails to complete a Business Combination, holders of rights and warrants may not receive any funds or distributions, and these may expire worthless[104]. Financial Position - The company’s cash and investment held in trust account were primarily in money market funds invested in U.S. Treasury securities as of September 30, 2024[63]. - The fair value of U.S. Treasury Securities held in the Trust Account was $14,704,087 as of September 30, 2024, down from $32,055,202 as of December 31, 2023[113]. - The company has not experienced losses on its cash account and believes it is not exposed to significant credit risks[86]. - The company has a monthly obligation of $10,000 for administrative services, with an unpaid balance of $340,000 as of September 30, 2024[94]. Accounting and Compliance - The company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new accounting standards[59]. - The company’s financial statements are prepared in accordance with U.S. GAAP and include all necessary adjustments for fair presentation[54]. - The company has not incurred any offering costs for the three months ended September 30, 2024, and 2023[69]. - The company has not considered the effect of warrants sold in the Initial Public Offering in the calculation of diluted net income per share as of September 30, 2024[82]. Warrants - The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation[105]. - The Company may call the Public Warrants for redemption at a price of $0.01 per warrant if certain conditions are met, including a share price of $18 or more[106]. - The fair value of Founder Shares to be transferred to Non-Redeeming Stockholders was estimated at $452,026, or $0.35 per share[100].

Taxation and Financial Obligations - The effective tax rate for the six months ended June 30, 2024, was 22.83%, compared to 42.10% for the same period in 2023[62] - The Company incurred $190,370 in excise tax related to stock buybacks for the three months ended June 30, 2024, compared to $0 for the same period in 2023[64] - The Company’s management does not expect the total amount of unrecognized tax benefits to materially change over the next twelve months[62] Stock and Equity - As of June 30, 2024, there were 1,264,184 shares of common stock subject to possible redemption, classified as temporary equity[54] - The Company’s common stock features certain redemption rights that are considered to be outside of its control[54] - As of June 30, 2024, common stock subject to possible redemption was valued at $14,366,262[84] - The Sponsor entered into Non-Redemption Agreements with stockholders, resulting in the transfer of 1,297,500 Founder Shares valued at $452,026 or $0.35 per share[96] - As of June 30, 2024, the Company had 2,637,500 shares of common stock issued and outstanding, excluding 1,264,184 shares subject to possible redemption[98] Financial Position and Cash Flow - The Company did not have any cash equivalents as of June 30, 2024, and December 31, 2023[49] - The Company’s cash and investment held in the Trust Account were primarily in money market funds invested in U.S. Treasury securities as of June 30, 2024[50] - As of June 30, 2024, the company had cash of $83,663, with approximately $480,000 of proceeds held outside the trust account available for operational expenses and target business evaluations[123][127] - The company generated net cash used in operating activities of $691,270 for the six months ended June 30, 2024, compared to $600,647 for the same period in 2023, indicating an increase in cash outflow[121][122] Initial Public Offering (IPO) Details - The company sold 10,350,000 Units in its Initial Public Offering at a purchase price of $10.00 per Unit, including a full exercise of the underwriters' over-allotment option[81] - The gross proceeds from the Initial Public Offering were $103,500,000, with offering costs totaling $(2,511,906)[86] - The company completed its IPO on December 13, 2021, raising gross proceeds of $103.5 million from the sale of 10,350,000 units at $10.00 per unit, including an over-allotment option[116][123] - The company incurred transaction costs of $4,832,697 related to the IPO, which included $1,811,250 in underwriting fees and $2,587,500 in deferred underwriting fees[124] Business Combination and Extensions - The company has the right to extend the deadline for completing a business combination by depositing $100,000 into the trust account for each one-month extension, with the latest extension allowing until June 13, 2024[93] - The Company deposited $50,000 into the Trust Account on July 8, 2024, to extend the time to complete a business combination until August 13, 2024[113] - The Company also deposited another $50,000 into the Trust Account on August 1, 2024, extending the deadline to September 13, 2024[113] - If the company does not complete a business combination by September 13, 2024, it will trigger an automatic winding up and liquidation process[133] Expenses and Income - Basic net income per share for the three months ended June 30, 2024, was $0.19, while diluted net income per share was the same due to no dilutive securities being present[71] - Total expenses for the three months ended June 30, 2024, amounted to $(1,043,222), compared to $(403,860) for the same period in 2023, indicating an increase in expenses[71] - For the six months ended June 30, 2024, the company reported a net income of $262,120, compared to a net income of $255,065 for the same period in 2023, reflecting a year-over-year increase of approximately 2.1%[120][122] - The company expects to incur increased expenses as a public entity, particularly for legal, financial reporting, and due diligence activities[120] Financial Instruments and Valuation - The fair value of certain financial instruments approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets as of June 30, 2024[59] - The fair value of the Company's financial assets includes U.S. Treasury Securities held in the Trust Account, with a fair value of $14,366,262 as of December 31, 2023[108] - The diluted loss per share is the same as the basic loss per share, as the warrants sold in the IPO are contingent upon future events and are considered antidilutive[143] - Changes in the estimated fair value of warrants are recognized as a non-cash gain or loss on the statements of operations[140] Management and Risk Assessment - Management is evaluating the impact of global events such as the COVID-19 pandemic and geopolitical conflicts on the Company's financial position[110] - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2024, ensuring a clean balance sheet[135] - The company has not identified any significant accounting policies that could materially affect reported amounts[138] - As of June 30, 2024, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury bills and money market funds[144] Other Financial Commitments - The company has a temporary advance of $520,500 from the Sponsor as of June 30, 2024, which is unsecured and interest-free[90] - The company has an obligation to pay $10,000 monthly for administrative services, with an unpaid balance of $310,000 as of June 30, 2024[91] - The company issued four unsecured promissory notes to the Sponsor totaling $1,120,000, which mature upon the closing of a business combination[92] - The company has the option to convert up to $1,000,000 of Working Capital Loans into warrants at a price of $1.00 per warrant[97] - The company has not issued any Working Capital Loans as of June 30, 2024, and December 31, 2023[97]

Company Overview - Inception Growth Acquisition Limited is a publicly traded special purpose acquisition company (SPAC) incorporated in Delaware, focused on executing business combinations such as mergers, capital stock exchanges, asset acquisitions, and reorganizations with one or more businesses or entities [4]. Recent Developments - On July 8, 2024, the Company deposited $50,000 into its trust account to extend the deadline for completing a business combination by one month, moving the deadline from July 13, 2024, to August 13, 2024. This extension aims to provide additional time for the Company to finalize a business combination [3].

Core Points - Inception Growth Acquisition Limited announced that its stockholders voted in favor of proposals to amend its certificate of incorporation and investment management trust agreement [2] - The amendments allow the Company to extend the liquidation date of its Trust Account by six times for an additional month each time, from June 13, 2024, to December 13, 2024, by depositing either $50,000 or an amount equal to $0.04 multiplied by the number of common stock issued that has not been redeemed [2] - On June 6, 2024, the Company deposited $50,000 into the Trust Account to extend the period for completing a business combination by one month, from June 13, 2024, to July 13, 2024 [2]

Core Points - Inception Growth Acquisition Limited announced that its stockholders voted in favor of proposals to amend its certificate of incorporation and investment management trust agreement [2] - The amendments allow the Company to extend the liquidation date of its Trust Account by six times for an additional month each time, from June 13, 2024, to December 13, 2024, with a deposit requirement [2] - The Company deposited $50,000 into the Trust Account on June 6, 2024, to extend the business combination period by one month, from June 13, 2024, to July 13, 2024 [2]

Financial Performance - Net income for the three months ended March 31, 2024, was $128,029, compared to $34,989 for the same period in 2023, representing a significant increase [69]. - Basic and diluted net income per share for the three months ended March 31, 2024, was $0.10, compared to a loss of $0.05 per share in the same period of 2023 [69]. - Total expenses for the three months ended March 31, 2024, were $134,396, up from $120,122 in the same period of 2023 [69]. Taxation - The effective tax rate for the three months ended March 31, 2024, was 22.9%, down from 31.9% for the same period in 2023, primarily due to valuation allowance on deferred tax assets [66]. - The company incurred $0 in excise tax related to stock buybacks for the three months ended March 31, 2024, compared to $604,113 for the same period in 2023 [67]. - The company has not recognized any unrecognized tax benefits or accrued interest and penalties as of March 31, 2024, and December 31, 2023 [64]. Stock and Equity - As of March 31, 2024, the company had 2,950,891 shares of common stock subject to possible redemption, classified as temporary equity [59]. - As of March 31, 2024, common stock subject to possible redemption was valued at $32,775,852 [76]. - The weighted-average shares outstanding for the three months ended March 31, 2024, were 2,950,891, compared to 2,637,500 for the same period in 2023 [69]. Business Combination and Financing - The company has the right to extend the deadline for completing a business combination by nine times for an additional month each time, with the latest extension date being June 13, 2024 [84]. - The company issued four unsecured promissory notes to the Sponsor totaling $1,120,000, which mature upon the closing of a business combination [82]. - The company has a temporary advance of $316,008 from the Sponsor as of March 31, 2024 [80]. - The Company has extended the time to complete a business combination until May 13, 2024, by depositing $100,000 into the Trust Account on April 3, 2024 [103]. - A second deposit of $100,000 was made on May 6, 2024, extending the deadline for a business combination until June 13, 2024 [104]. Investments and Cash Management - The company did not have any cash equivalents as of March 31, 2024, and December 31, 2023 [57]. - The company’s cash and investment held in the trust account were primarily in money market funds invested in U.S. Treasury securities as of March 31, 2024 [57]. - As of March 31, 2024, the fair value of U.S. Treasury Securities held in the Trust Account is $32,775,852, compared to $32,055,202 as of December 31, 2023, indicating an increase of approximately 2.2% [98]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements [53]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies [54]. - The company’s financial statements are prepared in accordance with U.S. GAAP and include all necessary adjustments for fair presentation [51]. Market and Risk Factors - The Company is evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war, and the conflict in Israel and Palestine on its financial position, although specific impacts are not determinable at this time [99]. - The Company is not subject to any market or interest rate risk as of March 31, 2024, due to investments in U.S. government treasury bills and money market funds [139]. Warrants - The Public Warrants will expire five years after the completion of a Business Combination, or earlier upon redemption or liquidation [94]. - The Company may redeem the Public Warrants at a price of $0.01 per warrant if the last sale price of ordinary shares equals or exceeds $18 per share for any 30 trading days within a 30-day period [93]. - The Private Warrants are non-redeemable and will be exercisable on a cashless basis as long as they are held by initial purchasers or their permitted transferees [92]. Fair Value Measurement - The fair value measurement hierarchy includes Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs) for classifying assets and liabilities [95][96]. - The fair value of Founder Shares to be transferred to Non-Redeeming Stockholders was estimated at $452,026, or $0.35 per share [85].

New York, April 08, 2024 (GLOBE NEWSWIRE) -- Inception Growth Acquisition Limited (NASDAQ:IGTA, the "Company"))), a publicly traded special purpose acquisition company, announced today that on April 3, 2024, the Company deposited $100,000 into the Company's trust account (the "Trust Account")  in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from April 13, 2024 to May 13, 2024. The purpose of the extension is to provide addition ...