ption Growth Acquisition (IGTA) - 2025 Q3 - Quarterly Report

Taxation and Financial Obligations - The Company reported an effective tax rate of 20.40% for the nine months ended September 30, 2025, compared to 22.62% for the same period in 2024[92]. - The Company incurred excise taxes of $12,389 for the nine months ended September 30, 2025, down from $190,370 for the same period in 2024[95]. - As of September 30, 2025, the excise tax payable amounted to $1,082,055, compared to $1,069,666 as of December 31, 2024[95]. - The Company’s management does not expect significant changes in unrecognized tax benefits over the next twelve months[91]. - The effective tax rate for the nine months ended September 30, 2025, is 20.4%, compared to 10.9% for the same period in 2024, primarily due to changes in prior year taxes and valuation allowance[137]. - The Company has no U.S. federal and state net operating loss carryovers available to offset future taxable income as of September 30, 2025[138]. Financial Position and Investments - The Company held U.S. Treasury Securities in the Trust Account valued at $2,200,644 as of September 30, 2025, down from $3,605,750 as of December 31, 2024[88]. - The Company did not have any cash equivalents as of September 30, 2025, and December 31, 2024[79]. - The Company had a temporary advance of $924,240 from the Sponsor as of September 30, 2025, compared to $503,946 as of December 31, 2024[107]. - As of September 30, 2025, the total deferred tax asset is $290,621, an increase from $285,200 as of December 31, 2024[135]. - The change in valuation allowance for the nine months ended September 30, 2025, was $5,420, compared to $3,214 for the same period in 2024[136]. - As of September 30, 2025, the Company is not subject to any market or interest rate risk, with investments in U.S. government treasury bills and money market funds[184]. Stock and Shareholder Information - The Company has 176,662 shares of common stock subject to possible redemption as of September 30, 2025, compared to 279,990 shares as of December 31, 2024[82]. - As of September 30, 2025, the common stock subject to possible redemption was $2,200,644, down from $3,605,750 as of December 31, 2024[103]. - As of September 30, 2025, the Company had 2,637,500 shares of common stock issued and outstanding, excluding 176,662 shares subject to possible redemption[121]. - Each holder of a right will receive 1/10 of a share of common stock upon consummation of a Business Combination, with no additional payment required[122]. - The Sponsor entered into Non-Redemption Agreements with stockholders, agreeing not to redeem 1,297,500 shares, valued at $452,026 or $0.35 per share, based on a 4% probability of a successful Business Combination[119]. Business Combination and Extensions - The Company has the right to extend the date to consummate a business combination by nine times for an additional one month each time, with deposits of $100,000 made for extensions[112]. - The Company has the right to extend the deadline for completing a business combination from December 13, 2024, to June 13, 2025, by depositing $0.04 per Public Share for each one-month extension, totaling $11,199 deposited on specific dates[115]. - On June 5, 2025, the Company amended the trust agreement to allow for four additional one-month extensions until October 13, 2025, with a deposit of $0.075 per Public Share, resulting in $13,250 deposited on specified dates[116]. - The Company can further extend the liquidation date to February 13, 2026, by depositing $0.075 per Public Share, with $13,242 deposited on October 9, 2025, and November 10, 2025[118]. Financial Performance - For the nine months ended September 30, 2025, the basic and diluted net income per share was $0.06, compared to a loss of $0.33 for the same period in 2024[98]. - Interest income earned in investments held in the Trust Account for the nine months ended September 30, 2025, was $93,821, down from $985,835 in 2024[98]. - Total expenses for the nine months ended September 30, 2025, were $78,804, compared to $881,803 in 2024, indicating a significant reduction in expenses[98]. - The Company incurred $90,000 in fees for administrative services for both the nine months ended September 30, 2025, and 2024[109]. Debt and Financial Instruments - The Company issued five unsecured promissory notes to the Sponsor totaling $1,540,000, which mature upon the closing of a business combination[110]. - The Company may receive Working Capital Loans from the Sponsor or affiliates, which could be repaid from Trust Account proceeds upon completing a Business Combination, with up to $1,000,000 convertible into warrants at $1.00 each[120]. - The Underwriter is entitled to a Deferred Commission of the greater of $1,000,000 or 2.5% of the remaining cash in the Trust Account, capped at $2,250,000, with part of the commission to be paid in shares and a promissory note[134]. Accounting and Compliance - The Company is classified as an "emerging growth company" and has opted not to comply with certain new or revised financial accounting standards until private companies are required to do so[75]. - The Company’s financial statements are prepared in accordance with U.S. GAAP and include all necessary adjustments for fair presentation[73]. - The Company’s warrants issued upon the IPO are classified as equity, meeting the criteria under ASC 480[81]. - The accretion of carrying value to redemption value for 2025 was $(166,162), reflecting the ongoing adjustments related to redeemable shares[103].