| ORGANIZATION AND BUSINESS BACKGROUND | NOTE
1 – ORGANIZATION AND BUSINESS BACKGROUND Inception
Growth Acquisition Limited (the “Company”) is a newly organized blank check company incorporated on March 4, 2021, under
the laws of the State of Delaware for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation,
purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business
combination with one or more businesses or entities (“Business Combination”). Although
the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company
intends to focus on businesses that have a connection to the Asian market and shall not undertake an initial business combination with
any entity with its principal business operations in China (including Hong Kong and Macau). The Company is an early stage and emerging
growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The
Company has selected December 31 as its fiscal year end. At
December 31, 2022, the Company had not yet commenced any operations. All activities through December 13, 2021 relate to the Company’s
formation and the initial public offering (the “Initial Public Offering”). Since the Initial Public Offering, the Company’s
activity has been limited to the evaluation of business combination candidates. The Company will not generate any operating revenues
until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of
interest income from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Company’s
Initial Public Offering became effective on December 8, 2021. On December 13, 2021, the Company consummated the Initial Public Offering
of 10,350,000 ordinary units (the “Public Units”), which includes the full exercise by the underwriter of its over-allotment
option in the amount of 1,350,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $103,500,000 which is described
in Note 3. Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 4,721,250 Warrants (the “Private Warrants”) at a price of $1.00 per warrant
in a private placement to Soul Venture Partners LLC (the “Sponsor”), generating gross proceeds of $4,721,250, which is described
in Note 4. Transaction
costs amounted to $4,832,697, consisting of $1,811,250 of underwriting fees, $2,587,500 of deferred underwriting fees and $433,947 of
other offering costs. In addition, at December 13, 2021, cash of $1,498,937 were held outside of the Trust Account (as defined below)
and is available for the payment of offering costs and for working capital purposes net with $104,535,000 transferred to the Trust Account
on December 13, 2021. Trust
Account Following the closing of the Initial Public Offering
and exercise of the over-allotment option on December 13, 2021, the aggregate amount of $104,535,000 ($10.10 per Public Unit) held in
Trust Account was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act,
with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except
that interest earned on the Trust Account can be released to the Company to pay its tax obligations. As of December 31, 2022, investment
securities in the Company’s Trust Account consisted of $106,047,848 in United States Treasury Bills and $4,489 in cash. Business
Combination The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have
a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions
and taxes payable on interest earned) at the time of the signing of an agreement to enter into a Business Combination. The Company will
only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no
assurance that the Company will be able to successfully effect a Business Combination. The
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. In connection with an Initial Business Combination, the Company may seek stockholder approval of a Business Combination
at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against
a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least
$5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination. Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the
tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If
a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender
offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the
same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The stockholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, subject to increase of
up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business
Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 8). There will be no redemption
rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The common stock will be
recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with
Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor
of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business
or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant
to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially
the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor and any of the Company’s officers
or directors that may hold Founder Shares (as defined in Note 5) (the “stockholders”) and the underwriters will agree (a)
to vote their Founder Shares, the common stock included in the Private Units (the “Private Shares”) and any Public Shares
purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s
Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior
to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares
into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell
any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection
therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to stockholders’
rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating
distributions upon winding up if a Business Combination is not consummated. However, the stockholders will be entitled to liquidating
distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company
fails to complete its Business Combination. On March 13, 2023, the Company entered into an
amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company, allowing to extend the time
available for us to consummate an initial business combination for an additional six (6) months from March 13, 2023 to September 13,
2023 without having to make any extension payment. On March 13, 2023, the Company decided to extend the available time to complete a
business combination for an additional six (6) months from March 13, 2023 to September 13, 2023. Public stockholders were not offered
the opportunity to vote on or redeem their shares in connection with any such extension. On March 3, 2023, the Company and Sponsor entered
into non-redemption agreements (“Non-Redemption Agreement”) with an unaffiliated third parties in exchange for such third
party agreeing not to redeem an aggregate of 400,000 shares of the Company’s common stock sold in its initial public offering (“Non-Redeemed
Shares”) in connection with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”)
to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December
8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination
for a period of six months without having to make any payment to the trust account established in connection with the Company’s
initial public offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer
to such third party an aggregate of up to 120,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue
to hold such Non-Redeemed Shares through the Meeting. The Company has waived the transfer restrictions set forth in the Letter Agreement
dated December 8, 2021, between the Company and Sponsor (the “Letter Agreement”), regarding the transfers of the shares contemplated
by the Non-Redemption Agreement. Pursuant to the Underwriting Agreement, dated as of December 8, 2021, by and between the Company and
EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”). EF Hutton has consented in writing to waive the transfer
restrictions set forth in Sections 15 and 18 of the Letter Agreement in connection to the transfers of the shares contemplated by the
Non-Redemption Agreements. On March 6, 2023, the Company and the Sponsor
entered into Non-Redemption Agreement with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem
an aggregate of 2,100,000 shares of the Common Stock sold in its initial public offering (“Non-Redeemed Shares”) in connection
with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”) to consider and
approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust
Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months
without having to make any payment to the trust account established in connection with the Company’s initial public offering. In
exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party
an aggregate of up to 630,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed
Shares through the Meeting. On March 7, 2023, the Company and the Sponsor
entered into additional Non-Redemption Agreements with certain unaffiliated third parties in exchange for such parties agreeing not to
redeem an aggregate of 625,000 Non-Redeemed Shares. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares,
the Sponsor has agreed to transfer to such third party an aggregate of up to 187,500 shares of the Common Stock held by the Sponsor following
the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On March 8, 2023, the Company and the Sponsor
entered into Non-Redemption Agreement with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem
an aggregate of 1,200,000 shares of the Common Stock sold in its initial public offering (“Non-Redeemed Shares”) in connection
with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”) to consider and
approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust
Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months
without having to make any payment to the trust account established in connection with the Company’s initial public offering. In
exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party
an aggregate of up to 360,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed
Shares through the Meeting. Liquidation If
the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of
the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of
then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed
to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide
for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting
commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period
and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for
distribution will be less than the Initial Public Offering price per Unit ($10.00). The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amounts in the Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account
as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by
a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against
a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek
to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have
all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements
with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity
and going concern As
of December 31, 2022, the Company had cash balance of $680,812 and working capital of $242,247. The Company has incurred and expects
to continue to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, the Company believes it will not
have sufficient cash to meet its needs to execute its intended initial Business Combination in the next twelve months from the date of
the issuance of the accompanying financial statements. The Company initially had 15 months from the consummation
of this offering to consummate the initial business combination. If the Company does not complete a business combination within 15 months
from the consummation of the Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to
the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company
had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders
to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate
a business combination two times by an additional three months each time (for a total of up to 21 months from the consummation of the
Public Offering to complete a business combination). If Company is unable to consummate the Company’s initial business combination
by September 13, 2023 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,
redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including
a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate
and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority
over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire
and will be worthless. Accordingly,
the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to
take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will
be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern due to business combination is not consummated by September 13, 2023 (unless further extended). These financial statements do not include any adjustments relating to the recovery
of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a
going concern. |
