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ption Growth Acquisition (IGTA) - 2025 Q2 - Quarterly Report
2025-08-20 20:31
PART I – FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, IPO, private placement, related party transactions, shareholder equity, segment information, commitments, income tax, and subsequent events [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This table presents the company's condensed consolidated balance sheet data as of the specified periods Condensed Consolidated Balance Sheets (in USD) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :---------------- | | Cash | $59,063 | $4,295 | | Cash and investments held in Trust Account | $2,138,322 | $3,605,750 | | Total Assets | $2,254,885 | $3,610,045 | | Total Current Liabilities | $4,624,473 | $4,129,427 | | Total Liabilities | $6,874,473 | $6,379,427 | | Total Shareholders' Deficit | $(6,757,910) | $(6,375,132) | | Common stock subject to possible redemption | $2,138,322 | $3,605,750 | [Unaudited Condensed Consolidated Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This table presents the company's unaudited condensed consolidated statements of operations for the specified periods Unaudited Condensed Consolidated Statements of Operations (in USD) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Formation, general and administrative expense | $(503,808) | $(203,825) | $(670,122) | $(458,343) | | Dividend income | $33,301 | $377,360 | $71,249 | $798,010 | | Net (Loss) Income | $(470,507) | $134,091 | $(598,873) | $262,120 | | Basic and diluted net (loss) income per share (redeemable) | $(0.04) | $0.10 | $0.04 | $0.19 | | Basic and diluted net loss per share (non-redeemable) | $(0.17) | $(0.05) | $(0.23) | $(0.10) | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This table presents the company's unaudited condensed consolidated statements of changes in shareholders' deficit for the specified periods Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit (in USD) | Metric | June 30, 2025 | March 31, 2025 | January 1, 2025 | June 30, 2024 | March 31, 2024 | January 1, 2024 | | :------------------------------------------ | :------------ | :------------- | :-------------- | :------------ | :------------- | :-------------- | | Total shareholders' deficit (End of Period) | $(6,757,910) | $(6,575,045) | $(6,375,132) | $(5,511,704) | $(4,828,065) | $(4,235,444) | | Net loss (3 months ended June 30) | $(470,507) | N/A | N/A | $134,091 | N/A | N/A | | Net loss (6 months ended June 30) | $(598,873) | N/A | N/A | $262,120 | N/A | N/A | | Accretion of carrying value to redemption value (6 months ended June 30) | $228,484 | N/A | N/A | $(1,348,010) | N/A | N/A | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This table presents the company's unaudited condensed consolidated statements of cash flows for the specified periods Unaudited Condensed Consolidated Statements of Cash Flows (in USD) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Net (loss) income | $(598,873) | $262,120 | | Net cash used in operating activities | $(395,510) | $(691,270) | | Cash withdrawn from Trust Account (redemption) | $1,238,944 | $19,036,950 | | Net cash provided by investing activities | $1,538,677 | $18,486,950 | | Redemption of common stock (financing activity) | $(1,238,944) | $(19,036,950) | | Net cash used in financing activities | $(1,088,399) | $(17,772,457) | | NET CHANGE IN CASH | $54,768 | $23,223 | | Cash, end of year | $59,063 | $83,663 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated financial statements [NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND](index=9&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) This note provides detailed explanations regarding organization and business background - The company is a **blank check company** incorporated on March 4, 2021, for the purpose of a **Business Combination**, focusing on businesses with a connection to the Asian market, excluding China[19](index=19&type=chunk)[20](index=20&type=chunk) - As of **June 30, 2025**, the company had not commenced operations and generates non-operating income from interest on its **Trust Account**[21](index=21&type=chunk) - The **Initial Public Offering (IPO)** on December 13, 2021, generated gross proceeds of **$103,500,000**, and a **private placement** of warrants generated **$4,721,250**[22](index=22&type=chunk)[23](index=23&type=chunk) - The **Trust Account** held **$104,535,000** after the **IPO**, invested in U.S. government securities[24](index=24&type=chunk) - The company entered into a binding Letter of Intent (LOI) for a **business combination** with AgileAlgo Pte Ltd. on June 12, 2023, and a definitive **Business Combination** Agreement on September 12, 2023, valuing AgileAlgo Holdings at **$160,000,000**[37](index=37&type=chunk)[43](index=43&type=chunk) - The **Business Combination** Agreement includes an earnout provision for **12.5%** of Merger Consideration Shares (**2,000,000** shares valued at **$20,000,000**) subject to vesting based on consolidated gross revenues of Purchaser and its subsidiaries during a three-fiscal-quarter period beginning October 1, 2024, needing to exceed **$15,000,000**[44](index=44&type=chunk) - Multiple extensions to the **business combination** deadline were approved by stockholders, with deposits into the **Trust Account**, extending the deadline to September 13, 2025[36](index=36&type=chunk)[40](index=40&type=chunk)[45](index=45&type=chunk)[54](index=54&type=chunk)[58](index=58&type=chunk)[66](index=66&type=chunk) - Significant share redemptions occurred: **5,873,364** shares for **$60,411,251** (March 2023), **1,525,745** shares for **$16,140,173** (September 2023), **1,686,707** shares for **$19,036,950** (June 2024), **984,194** shares for **$11,378,102** (December 2024), and **103,328** shares for **$1,238,944** (June 2025)[35](index=35&type=chunk)[42](index=42&type=chunk)[46](index=46&type=chunk)[52](index=52&type=chunk)[60](index=60&type=chunk) - As of **June 30, 2025**, the company had a **cash balance** of **$59,063**, a **working capital deficit** of **$4,507,910**, and **total current liabilities** of **$4,624,473**, raising substantial doubt about its ability to continue as a going concern[63](index=63&type=chunk)[67](index=67&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=16&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note provides detailed explanations regarding summary of significant accounting policies - The financial statements are prepared in accordance with U.S. GAAP and SEC rules, consolidating the company and its **100%** owned subsidiary, IGTA Merger Sub Limited[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) - The company is an '**emerging growth company**' and has elected the extended transition period for new accounting standards[71](index=71&type=chunk)[72](index=72&type=chunk) - Cash and investments in the **Trust Account** are primarily U.S. Treasury securities, presented at fair value (Level 1)[73](index=73&type=chunk)[81](index=81&type=chunk) - Warrants are equity-classified, and **common stock subject to possible redemption** is classified as temporary equity[76](index=76&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - The effective tax rate for the six months ended **June 30, 2025**, was **20.20%** (**22.83%** in 2024), differing from the **21%** statutory rate due to a valuation allowance on deferred tax assets[85](index=85&type=chunk)[127](index=127&type=chunk) - The Inflation Reduction Act's **1%** excise tax on stock repurchases resulted in **$12,389** for the three months and **$190,370** for the six months ended **June 30, 2025** and **2024**, respectively[86](index=86&type=chunk) [NOTE 3 – INITIAL PUBLIC OFFERING](index=22&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) This note provides detailed explanations regarding initial public offering - The **IPO** sold **10,350,000** units at **$10.00** each, generating **$103,500,000**, with each unit consisting of one common stock share, one-half redeemable warrant, and one right[90](index=90&type=chunk) - **Common stock subject to possible redemption** is classified as temporary equity, with changes in redemption value recognized immediately as deemed dividends[91](index=91&type=chunk)[92](index=92&type=chunk) - **Common stock subject to possible redemption** decreased from **$3,605,750** at **December 31, 2024**, to **$2,138,322** at **June 30, 2025**[94](index=94&type=chunk) [NOTE 4 – PRIVATE PLACEMENT](index=23&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT) This note provides detailed explanations regarding private placement - Simultaneously with the **IPO**, **4,721,250 Private Warrants** were sold to the Sponsor and underwriters at **$1.00** each, generating **$4,721,250**, with proceeds added to the **Trust Account**[95](index=95&type=chunk) - **Private Warrants** will expire worthless if a **Business Combination** is not completed[95](index=95&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=23&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note provides detailed explanations regarding related party transactions - Founder shares include **2,587,500** shares issued to the initial shareholder and **50,000** to the underwriter[96](index=96&type=chunk)[97](index=97&type=chunk) - The company had a temporary advance of **$654,491** from the Sponsor as of **June 30, 2025**, which is unsecured, interest-free, and has no fixed repayment terms[98](index=98&type=chunk) - A monthly fee of **$10,000** is paid to Soul Venture Partners LLC (Sponsor) for administrative services, with an unpaid balance of **$430,000** as of **June 30, 2025**[99](index=99&type=chunk) - The Sponsor advanced **$1,540,000** through unsecured, interest-free promissory notes as of **June 30, 2025**, maturing upon the closing of a **business combination**[100](index=100&type=chunk)[101](index=101&type=chunk) - The Sponsor entered into Non-Redemption Agreements, agreeing to transfer **1,297,500 Founder Shares** (valued at **$452,026**) to non-redeeming stockholders, with **1,271,510** shares transferred by **June 13, 2023**[108](index=108&type=chunk) [NOTE 6 – SHAREHOLDERS' DEFICIT](index=26&type=section&id=NOTE%206%20%E2%80%93%20SHAREHOLDERS'%20DEFICIT) This note provides detailed explanations regarding shareholders' deficit - The company is authorized to issue **26,000,000** shares of common stock, with **2,637,500** shares issued and outstanding (excluding redeemable shares) as of **June 30, 2025**[110](index=110&type=chunk) - Each right entitles the holder to one-tenth of one common stock share upon consummation of a **Business Combination**, but rights will expire worthless if no **Business Combination** is completed[111](index=111&type=chunk)[112](index=112&type=chunk) - Public Warrants are exercisable for one common stock share at **$11.50**, becoming exercisable after the **Business Combination** or **15-21** months from the **IPO**, and may be called for redemption by the company under certain conditions[113](index=113&type=chunk)[114](index=114&type=chunk)[121](index=121&type=chunk) - **Private Warrants** are non-transferable, non-assignable, non-salable until after a **Business Combination**, exercisable on a cashless basis, and non-redeemable if held by initial purchasers or permitted transferees[115](index=115&type=chunk) [NOTE 7 – SEGMENT INFORMATION](index=27&type=section&id=NOTE%207%20%E2%80%93%20SEGMENT%20INFORMATION) This note provides detailed explanations regarding segment information - The company operates as a single operating segment, with the Chief Financial Officer identified as the Chief Operating Decision Maker (CODM)[118](index=118&type=chunk) - The CODM reviews dividend income from **Trust Account** investments and formation/operating costs to allocate resources and assess financial performance[119](index=119&type=chunk)[120](index=120&type=chunk) [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=28&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note provides detailed explanations regarding commitments and contingencies - The company is evaluating the impact of global conflicts (COVID-19, Russia-Ukraine, Israel-Palestine) on its financial position and search for a target company, but the specific impact is not yet determinable[122](index=122&type=chunk) - The company has registration rights agreements for Founder Shares, **Private Warrants**, and securities issued in payment of working capital loans[123](index=123&type=chunk) - The company is committed to paying a deferred underwriting commission, which was partially settled in October 2024 with **50,000 PubCo Ordinary Shares** (**$500,000**) and a **$500,000** promissory note instead of full cash[124](index=124&type=chunk) [NOTE 9 – INCOME TAX](index=28&type=section&id=NOTE%209%20%E2%80%93%20INCOME%20TAX) This note provides detailed explanations regarding income tax - The company has a **net deferred tax asset** of **$290,009** as of **June 30, 2025**, fully offset by a valuation allowance due to significant uncertainty of future realization[125](index=125&type=chunk)[126](index=126&type=chunk) - The income tax provision for the six months ended **June 30, 2025**, was **$0**, compared to **$77,547** in 2024[126](index=126&type=chunk) - The effective tax rate for the six months ended **June 30, 2025**, was **20.20%** (vs. **22.83%** in 2024), differing from the statutory **21%** primarily due to the valuation allowance[127](index=127&type=chunk) [NOTE 10 – SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%2010%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note provides detailed explanations regarding subsequent events - The company deposited **$13,250** into the **Trust Account** on **July 7, 2025**, and **August 11, 2025**, extending the **business combination** deadline to **August 13, 2025**, and **September 13, 2025**, respectively[130](index=130&type=chunk)[133](index=133&type=chunk) - Amendment No. 5 to the **Business Combination** Agreement extended the outside closing date to **October 14, 2025**, and set the Earnout Period from **October 1, 2025**, to **June 30, 2026**[131](index=131&type=chunk) - Amendment No. 6 further amended the Earnout Period to begin **April 1, 2026**, and conclude **December 31, 2026**[132](index=132&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations. As a **blank check company**, it has no revenue and has incurred losses from formation costs, relying on securities sales and loans for funding. The company is actively seeking a **business combination**, having consummated its **IPO** in December 2021 and a **private placement**. It expects increased expenses as a public company and due diligence costs. The company reported **net losses** for the three and six months ended **June 30, 2025**, contrasting with **net income** in the prior year, primarily due to higher administrative expenses and lower dividend income. Liquidity is a concern, with a significant **working capital deficit** and reliance on **Trust Account** funds and extensions to complete a **business combination** by **September 13, 2025** [Overview](index=31&type=section&id=Overview) This section details overview - The company is a **blank check company** incorporated on March 4, 2021, for the purpose of entering into a **business combination**[136](index=136&type=chunk) - It has no revenue, has incurred losses since inception from formation costs, and relies on securities sales and loans for funding[137](index=137&type=chunk) - The **IPO** on December 13, 2021, generated **$103,500,000** from **10,350,000** units, and a **private placement** generated **$4,721,250** from **4,721,250 Private Warrants**[138](index=138&type=chunk)[139](index=139&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section details results of operations - The company reported a **net loss** of **$470,507** for the three months ended **June 30, 2025**, compared to a **net income** of **$134,091** in the prior year[143](index=143&type=chunk) - For the six months ended **June 30, 2025**, the company had a **net loss** of **$598,873**, contrasting with a **net income** of **$262,120** in the prior year[143](index=143&type=chunk)[144](index=144&type=chunk) - **Net cash used in operating activities** was **$395,510** for the six months ended **June 30, 2025**, an improvement from **$691,270** used in the prior year[145](index=145&type=chunk)[146](index=146&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) This section details liquidity and capital resources - As of **June 30, 2025**, the company had **$59,063** in cash and **$2,138,322** in investments held in the **Trust Account**[148](index=148&type=chunk)[154](index=154&type=chunk) - The company faces a **working capital deficit** of **$4,507,910** and **total current liabilities** of **$4,624,473** as of **June 30, 2025**, raising substantial doubt about its ability to continue as a going concern[63](index=63&type=chunk)[163](index=163&type=chunk) - The **business combination** deadline has been extended multiple times, currently to **September 13, 2025**, through deposits into the **Trust Account** and shareholder approvals[157](index=157&type=chunk)[161](index=161&type=chunk) - The company experienced significant share redemptions, including **103,328** shares for **$1,238,944** on **June 5, 2025**[154](index=154&type=chunk) [Off-balance Sheet Financing Arrangements](index=35&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) This section details off-balance sheet financing arrangements - As of **June 30, 2025**, the company has no off-balance sheet arrangements[164](index=164&type=chunk) [Contractual Obligations](index=35&type=section&id=Contractual%20Obligations) This section details contractual obligations - The company has no long-term debt, capital lease, operating lease, or other long-term liabilities, apart from a monthly **$10,000** administrative service fee payable to its Sponsor[165](index=165&type=chunk) - The company is committed to paying a deferred underwriting commission upon the consummation of a **business combination**[167](index=167&type=chunk) [Critical Accounting Policies](index=36&type=section&id=Critical%20Accounting%20Policies) This section details critical accounting policies - The company accounts for warrants as equity-classified instruments[168](index=168&type=chunk)[170](index=170&type=chunk) - **Common stock subject to possible redemption** is classified as temporary equity, with changes in redemption value recognized immediately[171](index=171&type=chunk) - **Net income (loss)** per share calculations allocate undistributed income/loss and treat accretion to redemption value as deemed dividends[171](index=171&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As of **June 30, 2025**, the company is not exposed to material market or interest rate risk. Funds in the **Trust Account** are invested in short-term U.S. government treasury bills or money market funds, minimizing interest rate exposure - The company was not subject to any material market or interest rate risk as of **June 30, 2025**[172](index=172&type=chunk) - **Net proceeds** in the **Trust Account** are invested in short-term U.S. government treasury bills or money market funds, limiting interest rate exposure[172](index=172&type=chunk) [Item 4. Control and Procedures](index=37&type=section&id=Item%204.%20Control%20and%20Procedures) The Certifying Officers concluded that the company's disclosure controls and procedures were effective as of **June 30, 2025**. However, the company previously identified material weaknesses in internal control over financial reporting for the year ended **December 31, 2023**, related to deferred underwriting compensation and non-redemption agreement expenses, which led to a restatement. Remediation efforts are ongoing, focusing on enhancing accounting standard application and communication. No material changes in internal control over financial reporting occurred during the quarter ended **June 30, 2025** [Evaluation of Disclosure Controls and Procedures](index=37&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details evaluation of disclosure controls and procedures - The Certifying Officers concluded that the company's disclosure controls and procedures were effective as of **June 30, 2025**[173](index=173&type=chunk) - Material weaknesses in internal control over financial reporting were identified for the year ended **December 31, 2023**, concerning deferred underwriting compensation and non-redemption agreement expenses, leading to a restatement[175](index=175&type=chunk) - Remediation efforts are underway, including enhanced access to accounting literature and increased communication[176](index=176&type=chunk) [Changes in Internal Control over Financial Reporting](index=38&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section details changes in internal control over financial reporting - There were no material changes in internal control over financial reporting during the fiscal quarter ended **June 30, 2025**[177](index=177&type=chunk) PART II – OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) As of the filing date of this Form 10-Q, the company is not a party to any legal proceedings - The company is not a party to any legal proceedings as of the filing date[180](index=180&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in the company's final prospectus dated **December 8, 2021**, other than those stated in the report - No material changes to the risk factors disclosed in the final prospectus dated **December 8, 2021**, other than as stated in this report[181](index=181&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company completed its **IPO** on **December 13, 2021**, selling **10,350,000** units for **$103,500,000**, and a **private placement** of **4,721,250 Private Warrants** for **$4,721,250**. As of **June 30, 2025**, the **Trust Account** held approximately **$2,138,322** after tax withdrawals, redemptions, and extensions - The **IPO** on **December 13, 2021**, involved the sale of **10,350,000** units, generating aggregate gross proceeds of **$103,500,000**[182](index=182&type=chunk) - A **private placement** of **4,721,250 Private Warrants** generated **total proceeds** of **$4,721,250**[183](index=183&type=chunk) - As of **June 30, 2025**, the **Trust Account** held approximately **$2,138,322** after tax withdrawals, redemptions, and extensions[185](index=185&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[187](index=187&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[188](index=188&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item - No other information was reported[189](index=189&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including certifications of principal executive and financial officers and Inline XBRL documents - Exhibits include certifications of principal executive and financial officers (**31.1, 31.2, 32.1, 32.2**) and various Inline XBRL documents (**101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104**)[191](index=191&type=chunk) SIGNATURES This section contains the required signatures for the financial report [Signatures](index=41&type=section&id=SIGNATURES_DETAIL) The report was signed by Cheuk Hang Chow, Chief Executive Officer (Principal Executive Officer), on **August 20, 2025** - The report was signed by Cheuk Hang Chow, Chief Executive Officer (Principal Executive Officer), on **August 20, 2025**[195](index=195&type=chunk)
Inception Growth Acquisition Limited Announces Adjournment of the Special Meeting to August 19, 2025 and Extension of Redemption Deadline
Globenewswire· 2025-08-08 10:15
Core Viewpoint - Inception Growth Acquisition Limited has adjourned its Special Meeting to August 19, 2025, without conducting any business, including the proposal for a business combination with AgileAlgo Holdings Ltd [1][2]. Group 1: Special Meeting Details - The Special Meeting is rescheduled for 10:00 AM Hong Kong Time on August 19, 2025, and will be held virtually via teleconference [3]. - The record date for stockholders entitled to vote at the Special Meeting remains May 27, 2025, allowing those who held shares on that date to vote even if they have sold their shares afterward [3]. Group 2: Redemption Requests - The deadline for stockholders to submit redemption requests related to the proposed business combination has been extended from August 6, 2025, to August 15, 2025 [2]. - Stockholders who have already submitted redemption requests can revoke them prior to the new deadline [2][5]. Group 3: Company Background - Inception Growth Acquisition Limited is a blank check company incorporated in Delaware, aiming to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities [7].
Inception Growth Acquisition Limited Announces Adjournment of the Special Meeting to August 8, 2025 and Extension of Redemption Deadline
Globenewswire· 2025-07-28 12:45
New York, July 28, 2025 (GLOBE NEWSWIRE) -- On July 25, 2025, Inception Growth Acquisition Limited (the “Company”), a blank check company, previously announced that it convened its special meeting (“Special Meeting”) and immediately adjourned the Special Meeting, without conducting any business, to August 8, 2025. The Special Meeting was adjourned as to all of the proposals contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on May 27, 2025, as sup ...
Inception Growth Acquisition Limited Announces Adjournment of the Special Meeting to August 8, 2025
Globenewswire· 2025-07-25 10:15
Core Viewpoint - Inception Growth Acquisition Limited has adjourned its Special Meeting to August 8, 2025, without conducting any business, including the proposal for a business combination with AgileAlgo Holdings Ltd [1][2]. Group 1: Special Meeting Details - The Special Meeting will now take place at 10:00 AM Hong Kong Time on August 8, 2025, and will be conducted virtually via teleconference [2]. - The record date for stockholders entitled to vote remains May 27, 2025, allowing those who held shares on that date to participate in the vote, even if they have sold their shares since [2]. Group 2: Stockholder Information - Stockholders with questions regarding the adjournment or the Special Meeting can contact the Company's proxy solicitor, Advantage Proxy, Inc. [3]. - Stockholders who have already voted do not need to vote again unless they wish to change or revoke their prior vote [4][5]. Group 3: Company Overview - Inception Growth Acquisition Limited is a blank check company incorporated in Delaware, focused on executing mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more businesses or entities [6].
Inception Growth Acquisition Limited Announces Postponement of the Special Meeting to July 25, 2025 and Extension of Redemption Request Deadline
Globenewswire· 2025-07-10 20:42
Core Points - Inception Growth Acquisition Limited has postponed its Special Meeting of shareholders from July 14, 2025, to July 25, 2025, with the deadline for stockholders to submit redemption requests extended to July 23, 2025 [1][3] - The physical location for the Special Meeting remains unchanged at the offices of Loeb & Loeb LLP in Hong Kong, with virtual participation available via teleconference [2] - Stockholders who have already submitted redemption requests can revoke them before the new deadline, following the procedures outlined in the Original Proxy Statement and its Supplement [3][5] Company Information - Inception Growth Acquisition Limited is a blank check company incorporated in Delaware, aiming to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities [10]
Inception Growth Acquisition Limited Announces Postponement of the Special Meeting to July 14, 2025 and Extension of Redemption Request Deadline
Globenewswire· 2025-06-26 10:20
Core Viewpoint - Inception Growth Acquisition Limited has postponed its Special Meeting of shareholders to July 14, 2025, to allow stockholders more time to review the Supplement to the definitive proxy statement, which includes a corrected redemption price and updates regarding the annual meeting [1][4]. Group 1: Special Meeting Details - The Special Meeting will still take place at the same location and time, now set for July 14, 2025, at 10:00 a.m. Hong Kong Time [2]. - The record date for stockholders eligible to vote remains May 27, 2025, allowing those who sold shares after this date to still participate [3]. - Stockholders who have already voted do not need to take further action, as their votes remain valid unless revoked [3]. Group 2: Redemption Requests - The deadline for stockholders to submit redemption requests has been extended from June 27, 2025, to July 10, 2025 [4]. - Stockholders can revoke previously submitted redemption requests before the new deadline [4]. Group 3: Company Background - Inception Growth Acquisition Limited is a blank check company incorporated in Delaware, focused on business combinations with other entities [7].
ption Growth Acquisition (IGTA) - 2025 Q1 - Quarterly Report
2025-05-20 20:00
Part I [Item 1. Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for Q1 2025 and 2024, covering balance sheets, operations, shareholders' deficit, cash flows, and notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets show the company's financial position as of March 31, 2025, compared to December 31, 2024, highlighting changes in assets, liabilities, and shareholders' deficit | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :------------------------------------- | :--------------------------- | :------------------ | | **Assets** | | | | Cash | $2,791 | $4,295 | | Cash and investments held in Trust Account | $3,677,297 | $3,605,750 | | Total Assets | $3,680,088 | $3,610,045 | | **Liabilities** | | | | Accrued liabilities | $1,916,419 | $1,810,214 | | Income tax payable | $275,267 | $275,267 | | Note payable – related party | $1,540,000 | $1,540,000 | | Amount due to a related party | $596,150 | $503,946 | | Total current liabilities | $4,327,836 | $4,129,427 | | Deferred underwriting compensation | $2,250,000 | $2,250,000 | | Total Liabilities | $6,577,836 | $6,379,427 | | **Shareholders' Deficit** | | | | Total shareholders' deficit | $(6,575,045) | $(6,375,132) | - The company's cash balance decreased from **$4,295** at December 31, 2024, to **$2,791** at March 31, 2025[13](index=13&type=chunk) - Cash and investments held in the Trust Account increased from **$3,605,750** to **$3,677,297** during the quarter[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The unaudited condensed consolidated statements of operations detail the company's financial performance for the three months ended March 31, 2025, compared to 2024, showing a shift from net income to net loss | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Formation, general and administrative expense | $(166,314) | $(254,518) | | Loss from operations | $(166,314) | $(254,518) | | Dividend income | $37,948 | $420,650 | | (Loss) Income before income taxes | $(128,366) | $166,132 | | Income tax expense | $- | $(38,103) | | NET (LOSS) INCOME | $(128,366) | $128,029 | - The company reported a **net loss of $128,366** for the three months ended March 31, 2025, a significant change from the **net income of $128,029** in the prior year period[15](index=15&type=chunk) - Dividend income decreased substantially from **$420,650** in Q1 2024 to **$37,948** in Q1 2025[15](index=15&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The statements of changes in shareholders' deficit show an increase in accumulated deficit for both periods, reflecting ongoing losses and accretion of carrying value to redemption value | Metric | Balance as of January 1, 2025 | Accretion of carrying value to redemption value | Net loss | Balance as of March 31, 2025 | | :------------------------------------ | :---------------------------- | :-------------------------------------------- | :------- | :--------------------------- | | Total shareholders' deficit | $(6,375,132) | $(71,547) | $(128,366) | $(6,575,045) | | Metric | Balance as of January 1, 2024 | Accretion of carrying value to redemption value | Net income | Balance as of March 31, 2024 | | :------------------------------------ | :---------------------------- | :-------------------------------------------- | :--------- | :--------------------------- | | Total shareholders' deficit | $(4,235,444) | $(720,650) | $128,029 | $(4,828,065) | - The accumulated deficit increased from **$(6,375,396)** at January 1, 2025, to **$(6,575,309)** at March 31, 2025, primarily due to net loss and accretion of carrying value[17](index=17&type=chunk) - Accretion of carrying value to redemption value was **$(71,547)** in Q1 2025, significantly lower than **$(720,650)** in Q1 2024[17](index=17&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The unaudited condensed consolidated statements of cash flows show cash movements from operating, investing, and financing activities, indicating a net decrease in cash for both periods | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(60,109) | $(376,201) | | Net cash used in investing activities | $(33,599) | $(300,000) | | Net cash provided by financing activities | $92,204 | $660,001 | | NET CHANGE IN CASH | $(1,504) | $(16,200) | | Cash, end of year | $2,791 | $44,240 | - Net cash used in operating activities decreased from **$(376,201)** in Q1 2024 to **$(60,109)** in Q1 2025[19](index=19&type=chunk) - Net cash provided by financing activities significantly decreased from **$660,001** in Q1 2024 to **$92,204** in Q1 2025[19](index=19&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information on the company's organization, accounting policies, IPO, private placement, related party transactions, shareholders' deficit, segment information, commitments, contingencies, income taxes, and subsequent events [NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND](index=10&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) Inception Growth Acquisition Limited is a blank check company formed to effect a business combination, focusing on Asian markets (excluding China), with non-operating income from its Trust Account - The Company is a blank check company incorporated on March 4, 2021, aiming for a Business Combination, with a focus on businesses connected to the Asian market (excluding China)[21](index=21&type=chunk)[22](index=22&type=chunk) - As of March 31, 2025, the Company had not commenced any operations and will not generate operating revenues until after a Business Combination. Non-operating income is derived from interest on Initial Public Offering proceeds[23](index=23&type=chunk) - The deadline to complete a business combination has been extended multiple times, currently set for June 13, 2025. Failure to complete by this date (unless further extended) will trigger liquidation[64](index=64&type=chunk) - The company has a cash balance of **$2,791** and a working capital deficit of **$4,295,045** as of March 31, 2025, raising substantial doubt about its ability to continue as a going concern[62](index=62&type=chunk)[65](index=65&type=chunk) - The Company entered into a binding letter of intent for a business combination with AgileAlgo Pte Ltd. on June 12, 2023, and a Business Combination Agreement on September 12, 2023, with an aggregate consideration of **$160,000,000**[39](index=39&type=chunk)[45](index=45&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=17&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines significant accounting policies, including U.S. GAAP basis, consolidation, emerging growth company status, estimates, and specific accounting treatments for various financial items - The financial statements are prepared in accordance with U.S. GAAP and SEC rules, with interim
ption Growth Acquisition (IGTA) - 2024 Q4 - Annual Report
2025-03-26 20:30
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].
Inception Growth Acquisition Limited Announces Extension of Business Combination Period
GlobeNewswire News Room· 2024-12-11 21:05
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]
ption Growth Acquisition (IGTA) - 2024 Q2 - Quarterly Report
2024-08-13 20:00
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]