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].
ption Growth Acquisition (IGTA) - 2024 Q4 - Annual Report