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ption Growth Acquisition (IGTA) - 2024 Q1 - Quarterly Report

Financial Performance - Net income for the three months ended March 31, 2024, was $128,029, compared to $34,989 for the same period in 2023, representing a significant increase [69]. - Basic and diluted net income per share for the three months ended March 31, 2024, was $0.10, compared to a loss of $0.05 per share in the same period of 2023 [69]. - Total expenses for the three months ended March 31, 2024, were $134,396, up from $120,122 in the same period of 2023 [69]. Taxation - The effective tax rate for the three months ended March 31, 2024, was 22.9%, down from 31.9% for the same period in 2023, primarily due to valuation allowance on deferred tax assets [66]. - The company incurred $0 in excise tax related to stock buybacks for the three months ended March 31, 2024, compared to $604,113 for the same period in 2023 [67]. - The company has not recognized any unrecognized tax benefits or accrued interest and penalties as of March 31, 2024, and December 31, 2023 [64]. Stock and Equity - As of March 31, 2024, the company had 2,950,891 shares of common stock subject to possible redemption, classified as temporary equity [59]. - As of March 31, 2024, common stock subject to possible redemption was valued at $32,775,852 [76]. - The weighted-average shares outstanding for the three months ended March 31, 2024, were 2,950,891, compared to 2,637,500 for the same period in 2023 [69]. Business Combination and Financing - The company has the right to extend the deadline for completing a business combination by nine times for an additional month each time, with the latest extension date being June 13, 2024 [84]. - The company issued four unsecured promissory notes to the Sponsor totaling $1,120,000, which mature upon the closing of a business combination [82]. - The company has a temporary advance of $316,008 from the Sponsor as of March 31, 2024 [80]. - The Company has extended the time to complete a business combination until May 13, 2024, by depositing $100,000 into the Trust Account on April 3, 2024 [103]. - A second deposit of $100,000 was made on May 6, 2024, extending the deadline for a business combination until June 13, 2024 [104]. Investments and Cash Management - The company did not have any cash equivalents as of March 31, 2024, and December 31, 2023 [57]. - 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 March 31, 2024 [57]. - As of March 31, 2024, the fair value of U.S. Treasury Securities held in the Trust Account is $32,775,852, compared to $32,055,202 as of December 31, 2023, indicating an increase of approximately 2.2% [98]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements [53]. - The company has elected not to opt 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 [54]. - The company’s financial statements are prepared in accordance with U.S. GAAP and include all necessary adjustments for fair presentation [51]. Market and Risk Factors - The Company is evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war, and the conflict in Israel and Palestine on its financial position, although specific impacts are not determinable at this time [99]. - The Company is not subject to any market or interest rate risk as of March 31, 2024, due to investments in U.S. government treasury bills and money market funds [139]. Warrants - The Public Warrants will expire five years after the completion of a Business Combination, or earlier upon redemption or liquidation [94]. - The Company may redeem the Public Warrants 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 [93]. - The Private Warrants are non-redeemable and will be exercisable on a cashless basis as long as they are held by initial purchasers or their permitted transferees [92]. Fair Value Measurement - 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 [95][96]. - The fair value of Founder Shares to be transferred to Non-Redeeming Stockholders was estimated at $452,026, or $0.35 per share [85].