IPO and Financial Position - 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[164]. - As of December 31, 2023, the company held $32,055,202 in a Trust Account, which includes net proceeds from the IPO and private placements[156]. - The company has cash of $60,440 outside the Trust Account as of December 31, 2023[169]. - The company has 5,588,391 shares of common stock issued and outstanding as of February 7, 2024[248]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023[178]. - As of December 31, 2023, total assets decreased to $32,115,642 from $106,895,054 in 2022, representing a decline of approximately 70%[304]. - Total current liabilities increased to $2,045,884 in 2023 from $600,470 in 2022, indicating a significant rise of approximately 240%[304]. - The accumulated deficit grew to $(4,235,708) in 2023 from $(2,007,666) in 2022, marking an increase of about 111.5%[309]. - Cash and investments held in the Trust Account decreased to $32,055,202 in 2023 from $106,052,337 in 2022, a reduction of approximately 69.8%[304]. Shareholder Activity - On March 13, 2023, shareholders redeemed 5,873,364 shares at approximately $10.31 per share, totaling $60,583,162[167]. - On September 8, 2023, shareholders redeemed 1,525,745 shares at approximately $10.58 per share, totaling $16,140,173[168]. - The Company redeemed 5,873,364 shares at approximately $10.29 per share, totaling $60,411,251 on March 13, 2023[335]. - The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the Trust Account amount, which is $10.86 per Public Share[326]. Business Combination Plans - The company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[161]. - The company plans to extend the time available to consummate an initial business combination until June 13, 2024, by depositing $100,000 into the Trust Account[166]. - The Company extended the time to complete a business combination from March 13, 2023, to September 13, 2023, without requiring any extension payment[336]. - The Company entered into a binding letter of intent for a business combination with AgileAlgo Pte Ltd, a maker of enterprise-grade natural language code generators[337]. - The Company filed an amended and restated memorandum and articles of association on September 8, 2023, allowing an extension for business combination completion up to June 13, 2024[338]. - The Company amended the investment management trust agreement to extend the time for an initial business combination by nine months, from September 13, 2023, to June 13, 2024, by depositing $100,000 or $0.04 per common stock issued in the IPO[339]. - The Company has net tangible assets of at least $5,000,001 required for consummating a business combination[323]. - The Company will only complete a business combination if it owns or acquires 50% or more of the outstanding voting securities of the target[322]. Financial Performance - The Company had a net income of $640,087 for the year ended December 31, 2023, compared to $475,491 in 2022, reflecting an increase in dividend income due to rising interest rates[176][177]. - The Company incurred a basic and diluted net income per share of $0.25 for 2023, compared to a loss of $0.25 in 2022[188]. - The company reported a net income of $640,087 for the year ended December 31, 2023, compared to a net income of $475,491 in 2022, reflecting an increase of about 34.6%[307]. - The company incurred formation, general, and administrative expenses of $(1,553,121) in 2023, up from $(742,265) in 2022, which is an increase of about 109%[307]. - Basic and diluted net income per share for common stock subject to possible redemption was $0.25 in 2023, compared to $0.07 in 2022, representing an increase of approximately 257%[307]. Governance and Internal Controls - The company maintained effective internal control over financial reporting as of December 31, 2023, based on management's assessment using COSO criteria[199]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[201]. - The company does not include an attestation report of internal controls from its independent registered public accounting firm due to its status as an emerging growth company[200]. - The audit committee consists of three independent directors, meeting Nasdaq standards, with Yan Xu serving as the chair[220]. - Each member of the audit committee is financially literate, and Yan Xu qualifies as an "audit committee financial expert" as defined by SEC rules[221]. - The audit committee will review all payments made to the Sponsor, officers, or directors on a quarterly basis[270]. - The audit committee requires a majority vote to approve related party transactions, ensuring oversight and governance[266]. - The company has adopted a code of ethics to avoid conflicts of interest, which includes financial transactions involving the company[265]. Related Party Transactions - The company has agreed to pay an affiliate of its Sponsor a total of $10,000 per month for office space and administrative support[216]. - The company has not yet adopted a formal policy for the review of related party transactions, which may present potential conflicts of interest[264]. - The company has agreed to vote any founder shares and public shares in favor of the initial business combination[238]. - Up to $1,000,000 of loans from the Sponsor or affiliates may be convertible into warrants at a price of $1.00 per warrant[238]. - The company is obligated to pay the Sponsor a monthly fee of $10,000 for general and administrative services[260]. - There is no cap on the reimbursement of out-of-pocket expenses incurred by the Sponsor or its affiliates in connection with activities on behalf of the company[261]. Management and Leadership - The Chief Executive Officer has been in position since February 17, 2023, bringing nearly a decade of leadership experience in various industries[207]. - The Chief Financial Officer has been serving since April 9, 2021, with extensive experience in helping private companies enter the public market[208]. - The company has not entered into any employment agreements with its executive officers[245]. - The compensation committee is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers, if any is paid[227]. - The compensation committee may retain or obtain advice from external advisers, considering their independence before engagement[225]. Audit and Compliance - Audit fees for the year ended December 31, 2023, totaled approximately $30,000, compared to $35,000 for 2022, reflecting a decrease of 14.29%[273]. - The company did not incur any audit-related fees or tax fees for the years ended December 31, 2023, and 2022[274][275]. - The company has adopted a clawback policy to recover incentive compensation from executives in case of financial restatements[247]. - The audit committee was formed upon the IPO, and all services rendered prior to its formation were approved by the board of directors[277].
ption Growth Acquisition (IGTA) - 2023 Q4 - Annual Report