ption Growth Acquisition (IGTA) - 2023 Q3 - Quarterly Report

Taxation - The Company reported an effective tax rate of 38.18% for the nine months ended September 30, 2023, compared to 150.45% for the same period in 2022[63]. - For the three months ended September 30, 2023, the effective tax rate was 66.90%, significantly higher than 27.11% in the prior year[63]. - The Company incurred $765,515 in excise tax related to stock buybacks for the nine months ended September 30, 2023, compared to $0 for the same period in 2022[64]. - For the three months ended September 30, 2023, the excise tax incurred was $161,402, with no tax incurred in the same period of 2022[64]. - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of September 30, 2023[61]. Financial Performance - For the nine months ended September 30, 2023, the net income was $769,393 compared to a net loss of $39,607 for the same period in 2022, indicating a significant improvement[65]. - The net loss including accretion of carrying value to redemption value for the nine months ended September 30, 2023, was $(1,225,266), compared to $(672,591) for the same period in 2022, reflecting a deterioration in overall performance[65]. - For the three months ended September 30, 2023, the net income was $62,302, down from $342,224 in the same period of 2022, showing a decline in quarterly performance[65]. - The basic and diluted net income per share for the nine months ended September 30, 2023, was $0.19, compared to a loss of $(0.14) per share for the same period in 2022[65]. Stock and Shares - As of September 30, 2023, the Company had 2,950,891 shares of common stock subject to possible redemption, down from 10,350,000 shares as of December 31, 2022[56]. - As of September 30, 2023, the common stock subject to possible redemption was $31,495,221, down from $106,051,986 as of December 31, 2022[71]. - The company sold 10,350,000 Units in its Initial Public Offering at a purchase price of $10.00 per Unit, raising gross proceeds of $103,500,000[67]. Company Structure and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[51]. - The Company has not opted 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[52]. - The Company has registration rights for holders of Founder Shares and Private Warrants, allowing them to register their securities under certain conditions[92]. Investments and Assets - The Company’s cash and investments held in trust account were primarily in money market funds invested in U.S. Treasury securities as of September 30, 2023[54]. - The fair value of U.S. Treasury Securities held in the Trust Account is $47,635,394, down from $106,052,237 as of December 31, 2022[89]. - The Company is not subject to any market or interest rate risk as of September 30, 2023, due to investments in U.S. government treasury bills and money market funds[126]. Warrants and Agreements - The Company’s warrants issued upon the IPO are classified as equity, meeting the criteria under ASC 815[56]. - The Public Warrants will become exercisable upon the completion of a Business Combination or 15 months after the IPO, with an exercise price of $11.50 per share[82]. - The Private Warrants will be non-redeemable as long as they are held by initial purchasers or their permitted transferees, and will be exercisable on a cashless basis[83]. - The Company may call the Public Warrants for redemption 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[85]. - The Company will not be required to net cash settle the warrants, and if a Business Combination is not completed, the warrants may expire worthless[84]. - The Company is committed to pay the Deferred Discount to the underwriter upon consummation of the business combination[93]. Related Party Transactions - The company had a temporary advance of $253,474 from the Sponsor as of September 30, 2023, compared to $181,835 as of December 31, 2022, indicating an increase in related party financing[75]. - The company is obligated to pay $10,000 monthly for administrative services under an agreement with Soul Venture Partners LLC, which commenced on March 4, 2021[76]. Other Considerations - Management is evaluating the impact of the COVID-19 pandemic on the Company's financial position, but the specific impact is not determinable at this time[91]. - 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[86][87]. - The Company has entered into Non-Redemption Agreements with stockholders, with an estimated fair value of $452,026 for the shares to be transferred to Non-Redeeming Stockholders[77]. - The Company has deposited $100,000 into the Trust Account on October 8, 2023, and November 1, 2023, to extend the time available for completing a business combination until December 13, 2023[95].