Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | INCEPTION GROWTH ACQUISITION LIMITED | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,588,391 | |
Amendment Flag | true | |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company” are to Inception Growth Acquisition Limited., unless the context otherwise indicates.Inception Growth Acquisition Limited (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (this “Amendment”), to amend its Quarterly Report on Form 10-Q for the nine months ended September 30, 2023, originally filed with the Securities and Exchange Commission (the “SEC”), on November 14, 2023 (the “Original Filing”), to amend and restate the Original Filing with modification as necessary to reflect certain restatements of the Company’s unaudited condensed consolidated financial statements.The Company management has reviewed that the deferred underwriting compensation should be paid 2.5% of cash remaining in the Trust Account after completion of redemptions, subject to a maximum fee of $2,250,000, resulting in an overstatement $337,500 of deferred underwriting compensation in prior periods. In addition, the accounting treatment of non-redemption agreement expense has been revised and classified to profits & loss item.The restatement does not have an impact on the Company’s cash position, revenues, or liquidity. The error has been corrected by restating each of the affected financial statement line items for the nine months ended September 30, 2023.In light of the accounting error above, the Audit Committee of the Company’s Board of Directors, in consultation with the Company’s management and the independent auditor, concluded that the Company’s unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2023 included in the Form 10-Q filed with the SEC on November 14, 2023 should no longer be relied upon and that it is appropriate to restate the Company’s unaudited condensed consolidated financial statements for such period (collectively, the “Restatements”).We are filing this Amendment to amend and restate the Original Filing with modifications as necessary to reflect these Restatements. Part I, Item 1. Financial Statements and Supplementary Data has been amended to reflect the Restatements.In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Amendment in connection with this Amendment, and the Company has provided its revised audited financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101. This Amendment does not otherwise update any exhibits as originally filed or previously amended.Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. | |
Entity Central Index Key | 0001866838 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41134 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2648456 | |
Entity Address, Address Line One | 875 Washington Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10014 | |
City Area Code | (315) | |
Local Phone Number | 636-6638 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of a share of common stock | ||
Document Information Line Items | ||
Trading Symbol | IGTAU | |
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Common Stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | IGTA | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 | ||
Document Information Line Items | ||
Trading Symbol | IGTAW | |
Title of 12(b) Security | Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ | |
Rights, each to receive one-tenth of one share of common stock | ||
Document Information Line Items | ||
Trading Symbol | IGTAR | |
Title of 12(b) Security | Rights, each to receive one-tenth of one share of common stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 132,080 | $ 680,812 |
Cash in escrow | 125,087 | |
Prepaid expenses | 17,500 | 161,905 |
Total current assets | 274,667 | 842,717 |
Cash and investments held in trust account | 47,635,394 | 106,052,337 |
TOTAL ASSETS | 47,910,061 | 106,895,054 |
Current liabilities: | ||
Common stock redemption liabilities | 16,140,173 | |
Accrued liabilities | 994,878 | 119,405 |
Income tax payable | 774,498 | 299,230 |
Total current liabilities | 18,163,023 | 600,470 |
Deferred underwriting compensation | 2,250,000 | 2,250,000 |
TOTAL LIABILITIES | 20,413,023 | 2,850,470 |
Commitments and contingencies | ||
Common stock, subject to possible redemption: 2,950,891 and 10,350,000 shares (at redemption value of $10.67 and $10.25 per share as of September 30, 2023 and December 31, 2022), respectively | 31,495,221 | 106,051,986 |
Shareholders’ deficit: | ||
Common stock, $0.0001 par value; 26,000,000 shares authorized; 2,637,500 shares issued and outstanding (excluding 2,950,891 and 10,350,000 shares subject to possible redemption, respectively) | 264 | 264 |
Accumulated deficit | (3,998,447) | (2,007,666) |
Total shareholders’ deficit | (3,998,183) | (2,007,402) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT | 47,910,061 | 106,895,054 |
Related Party | ||
Current liabilities: | ||
Amount due to a related party | $ 253,474 | $ 181,835 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, subject to possible redemption, shares | 2,950,891 | 10,350,000 |
Redemption value, per share (in Dollars per share) | $ 10.67 | $ 10.25 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 26,000,000 | 26,000,000 |
Common stock, shares issued | 2,637,500 | 2,637,500 |
Common stock, shares outstanding | 2,637,500 | 2,637,500 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Formation, general and administrative expense | $ (423,230) | $ (155,548) | $ (1,068,926) | $ (554,131) |
Non-redemption agreement expense | (452,026) | |||
Other income: | ||||
Dividend income | 611,440 | 316,563 | 2,313,587 | 333,315 |
Interest income | 299,318 | 299,318 | ||
Total other income, net | 611,440 | 615,881 | 2,313,587 | 632,633 |
Income before income taxes | 188,210 | 460,333 | 792,635 | 78,502 |
Income taxes | (125,908) | (118,109) | (475,268) | (118,109) |
NET INCOME (LOSS) | 62,302 | 342,224 | 317,367 | (39,607) |
Other comprehensive income | ||||
Unrealized gain on available-for-sale securities | 93,337 | 251,820 | ||
Reclassification of realized gain on available-for sale securities, net to net income | (251,820) | (251,820) | ||
COMPREHENSIVE INCOME (LOSS) | $ 62,302 | $ 183,741 | $ 317,367 | $ (39,607) |
Basic weighted average shares outstanding (in Shares) | 4,111,784 | 10,350,000 | 5,902,701 | 10,350,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.07 | $ 0.04 | $ 0.16 | $ 0.01 |
Inception Growth Acquisition Limited | ||||
Other comprehensive income | ||||
Basic weighted average shares outstanding (in Shares) | 2,637,500 | 2,637,500 | 2,637,500 | 2,637,500 |
Basic net income (loss) per share (in Dollars per share) | $ (0.08) | $ (0.01) | $ (0.23) | $ (0.05) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Diluted weighted average shares outstanding | 4,111,784 | 10,350,000 | 5,902,701 | 10,350,000 |
Diluted net income (loss) per share | $ 0.07 | $ 0.04 | $ 0.16 | $ 0.01 |
Inception Growth Acquisition Limited | ||||
Diluted weighted average shares outstanding | 2,637,500 | 2,637,500 | 2,637,500 | 2,637,500 |
Diluted net income (loss) per share | $ (0.08) | $ (0.01) | $ (0.23) | $ (0.05) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Total |
Balance at beginning at Dec. 31, 2021 | $ 264 | $ (1,303,171) | $ (1,303,407) | ||
Balance at beginning (in Shares) at Dec. 31, 2021 | 2,637,500 | ||||
Accretion of carrying value to redemption value | (10,878) | (10,878) | |||
Net income (loss) | (217,899) | (217,899) | |||
Balance at ending at Mar. 31, 2022 | $ 264 | (1,194,948) | (1,194,684) | ||
Balance at ending (in Shares) at Mar. 31, 2022 | 2,637,500 | ||||
Restatement of deferred underwriting compensation | 337,500 | 337,500 | |||
Balance at beginning at Dec. 31, 2021 | $ 264 | (1,303,171) | (1,303,407) | ||
Balance at beginning (in Shares) at Dec. 31, 2021 | 2,637,500 | ||||
Accretion of carrying value to redemption value | (632,984) | ||||
Net income (loss) | (39,607) | ||||
Balance at ending at Sep. 30, 2022 | $ 264 | (1,368,762) | (1,638,498) | ||
Balance at ending (in Shares) at Sep. 30, 2022 | 2,637,500 | ||||
Balance at beginning at Mar. 31, 2022 | $ 264 | (1,194,948) | (1,194,684) | ||
Balance at beginning (in Shares) at Mar. 31, 2022 | 2,637,500 | ||||
Accretion of carrying value to redemption value | (164,708) | (164,708) | |||
Unrealized gain on available-for-sale securities | 158,483 | 158,483 | |||
Net income (loss) | (163,932) | (163,932) | |||
Balance at ending at Jun. 30, 2022 | $ 264 | (1,523,588) | 158,483 | (1,364,841) | |
Balance at ending (in Shares) at Jun. 30, 2022 | 2,637,500 | ||||
Accretion of carrying value to redemption value | (457,398) | (457,398) | |||
Unrealized gain on available-for-sale securities | 93,337 | 93,337 | |||
Net income (loss) | 342,224 | 342,224 | |||
Balance at ending at Sep. 30, 2022 | $ 264 | (1,368,762) | (1,638,498) | ||
Balance at ending (in Shares) at Sep. 30, 2022 | 2,637,500 | ||||
Reclassification of realized gain on available-for-sale securities, net to net income | $ (251,820) | (251,820) | |||
Balance at beginning at Dec. 31, 2022 | $ 264 | (2,007,666) | $ (2,007,402) | ||
Balance at beginning (in Shares) at Dec. 31, 2022 | 2,637,500 | 2,637,500 | |||
Contribution - non-redemption agreement | 452,026 | $ 452,026 | |||
Accretion of carrying value to redemption value | (473,741) | (473,741) | |||
Excise tax payable attributable to redemption of common stock | (604,113) | (604,113) | |||
Net income (loss) | 34,989 | 34,989 | |||
Balance at ending at Mar. 31, 2023 | $ 264 | (2,598,505) | (2,598,241) | ||
Balance at ending (in Shares) at Mar. 31, 2023 | 2,637,500 | ||||
Balance at beginning at Dec. 31, 2022 | $ 264 | (2,007,666) | $ (2,007,402) | ||
Balance at beginning (in Shares) at Dec. 31, 2022 | 2,637,500 | 2,637,500 | |||
Accretion of carrying value to redemption value | $ (1,994,659) | ||||
Net income (loss) | 317,367 | ||||
Balance at ending at Sep. 30, 2023 | $ 264 | (3,998,447) | $ (3,998,183) | ||
Balance at ending (in Shares) at Sep. 30, 2023 | 2,637,500 | 2,637,500 | |||
Balance at beginning at Mar. 31, 2023 | $ 264 | (2,598,505) | $ (2,598,241) | ||
Balance at beginning (in Shares) at Mar. 31, 2023 | 2,637,500 | ||||
Accretion of carrying value to redemption value | (809,478) | (809,478) | |||
Net income (loss) | 220,076 | 220,076 | |||
Balance at ending at Jun. 30, 2023 | $ 264 | (3,187,907) | (3,187,643) | ||
Balance at ending (in Shares) at Jun. 30, 2023 | 2,637,500 | ||||
Accretion of carrying value to redemption value | (711,440) | (711,440) | |||
Excise tax payable attributable to redemption of common stock | (161,402) | (161,402) | |||
Net income (loss) | 62,302 | 62,302 | |||
Balance at ending at Sep. 30, 2023 | $ 264 | $ (3,998,447) | $ (3,998,183) | ||
Balance at ending (in Shares) at Sep. 30, 2023 | 2,637,500 | 2,637,500 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ 317,367 | $ (39,607) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Interest income and dividend income earned in cash and investments held in trust account | (2,313,587) | (632,633) |
Non-redemption agreement expense | 452,026 | |
Change in operating assets and liabilities: | ||
Decrease in prepaid expenses | 144,405 | 167,268 |
Increase (decrease) in accrued liabilities | 109,958 | (241,528) |
Increase in income tax payable | 475,268 | |
Net cash used in operating activities | (814,563) | (746,500) |
Cash flows from investing activities | ||
Payment for share redemption | 60,411,251 | |
Proceeds deposited in Trust account | (100,000) | |
Cash withdrawn from Trust Account | 419,279 | |
Net cash provided by investing activities | 60,730,530 | |
Cash flows from financing activities | ||
Redemption of common stock | (60,411,251) | |
Advance from a related party | 71,639 | 160,464 |
Net cash (used in) provided by financing activities | (60,339,612) | 160,464 |
NET CHANGE IN CASH | (423,645) | (586,036) |
Cash, beginning of period | 680,812 | 1,365,181 |
Cash, end of period | 257,167 | 779,145 |
Reconciliation to amounts on consolidated balance sheets: | ||
Cash | 132,080 | 779,145 |
Cash in escrow | 125,087 | |
Reconciliation to amounts | 257,167 | 779,145 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INCOFMRATION | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accretion of carrying value to redemption value | (1,994,659) | (632,984) |
Excise tax payable attributable to redemption of common stock | $ 765,515 |
Organization and Business Backg
Organization and Business Background | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Business Background [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Inception Growth Acquisition Limited (the “Company”) is an 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. IGTA Merger Sub Limited (“Purchaser”) is a company incorporated on September 11, 2023 under the laws of the British Virgin Islands for the purpose of effecting the business combination. Purchaser is wholly owned by the Company. At September 30, 2023, 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 4. 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 5. Transaction costs amounted to $4,495,197, consisting of $1,811,250 of underwriting fees, $2,250,000 of deferred underwriting fees and $433,947 of other offering costs. 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. 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. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.67 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 9). 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 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 6) (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 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. On June 13, 2023, 1,271,510 shares of common stock were transferred in connection with the Non-Redemption Agreements. The Company performed a valuation of the shares of common stock the Sponsor agreed to transfer to the non-redeeming third parties and determined the shares had a value of $452,026. On March 13, 2023, in connection with the stockholders vote at the Annual Meeting, 5,873,364 shares were redeemed by certain shareholders at a price of approximately $10.29 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $60,411,251. The amount was paid on April 4, 2023. 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 June 12, 2023, the Company has entered into a binding letter of intent (“LOI”) for a business combination with AgileAlgo Pte Ltd. (“AgileAlgo”). AgileAlgo is a maker of enterprise-grade natural language code generator for machine-learning and data management platforms. Porche Capital Ltd is acting as AgileAlgo’s business advisor in the proposed business combination. Under the terms of the LOI, the Company and AgileAlgo would become a combined entity, with AgileAlgo’s existing equity holders rolling 100% of their equity into the combined public company. On September 8, 2023, the Company filed an amended and restated memorandum and articles of association (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to June 13, 2024. On September 8, 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 nine (9) months from September 13, 2023 to June 13, 2024 b y depositing into the trust account the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of common stock issued in the IPO. On each of September 8, 2023, October 8, 2023 and November 1, 2023, the Company deposited $100,000 into the Trust Account in order to extend the amount of time it has available to complete a business combination until December 13, 2023. On September 8, 2023, in connection with the stockholders vote at the Annual Meeting, 1,525,745 shares were redeemed by certain shareholders at a price of approximately $10.58 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $16,140,173. The amount was fully settled on October 3, 2023. On September 12, 2023, the Company entered into that certain business combination agreement with Purchaser, AgileAlgo Holdings Limited, a British Virgin Islands business company (“AgileAlgo Holdings”), and certain shareholders of AgileAlgo (the “ Signing Sellers Sellers Joinder Agreements Business Combination Agreement Business Combination Redomestication Merger Twelve and one-half percent (12.5%) of the Merger Consideration Shares otherwise to be delivered to the Sellers at the Closing (which would be two million (2,000,000) shares valued at Twenty Million U.S. Dollars ($20,000,000) if 100% of the Company shareholders become Sellers under the Business Combination Agreement) (together with earnings thereon, the “Earnout Shares”) will be set aside in escrow and held by a third-party escrow agent at the closing of the Business Combination (the “Closing”), subject to vesting and forfeiture if the consolidated gross revenues of Purchaser and its subsidiaries during the three (3) fiscal quarter period beginning on October 1, 2024 (the “Revenues”) do not equal or exceed Fifteen Million U.S. Dollars ($15,000,000), based on a sliding scale where all of such Earnout Shares will be forfeited by the Sellers if the Revenues do not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000). Purchaser will cancel any Earnout Shares that are forfeited by the Sellers. The Sellers will have all voting rights in respect to the Earnout Shares while they are held in escrow, but dividend, distributions and other earnings on the Earnout Shares while the Earnout Shares are held in escrow will be retained in the escrow account and distributed either to the Sellers or Purchaser along with the underlying Earnout Shares. 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 September 30, 2023, the Company had cash balance of $257,167 and working capital deficit of $1,748,183 (excluding common stock redemption liabilities which was settled with fund from Trust Account). 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 unaudited condensed consolidated 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). As of the date of this report, the Company has extended 2 times by an additional 1 month each time, and so it now has until December 13, 2023 to consummate a business combination. Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees must deposit into the trust account the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of common stock issued in the IPO, on or prior to the date of the applicable deadline. On each of September 8, 2023, October 5, 2023 and November 1, 2023, the Company has deposited in an amount of $100,000 into 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 December 13, 2023. These unaudited condensed consolidated 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information included in this Form 10-Q/A should be read in conjunction with Management’s Discussion and Analysis, and the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on June 3, 2024. ● Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All significant intercompany transactions and balances between the Company and its subsidiary is eliminated upon consolidation. Subsidiary are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership IGTA Merger Sub Limited (“Purchaser”) A British Virgin Islands company Incorporated on September 11, 2023 100% Owned by the Company ● Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ● Use of estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates. ● Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. ● Cash in escrow The amount represented that the cash held by third party on behalf of the Company. As of September 30, 2023 and December 31, 2022, all the monies held in escrow which is available for capital expenditures and certain operating expenses. The funds in the escrow account can be released for the Company’s operations without restriction. ● Cash and investment held in trust account At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the consolidated condensed balance sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying unaudited condensed consolidated statement of operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. ● Warrant accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity ” (“ASC 480”) and ASC 815, “ Derivatives and Hedging ” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations. As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity. ● Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Common stocks subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stocks (including common stocks that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stocks are classified as stockholders’ equity. The Company’s common stocks feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at September 30, 2023 and December 31, 2022, 2,950,891 and 10,350,000 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering ”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering. ● Fair value of financial instruments ASC Topic 820 “ Fair Value Measurements and Disclosures ” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represents the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to the sponsor are estimated to approximate the carrying values as of September 30, 2023 due to the short maturities of such instruments. See Note 8 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. ● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Our effective tax rate was 47.98% and 150.45% for the nine months ended September 30, 2023 and 2022, respectively. Our effective tax rate was 66.90% and 27.11% for the three months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ● New Law and Changes On August 16, 2022, the Inflation Reduction (the IR) Act was signed into law, which, beginning in 2023, will impose a 1% excise tax on public company stock buybacks. The company is assessing the potential impact of the Act. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly all SPACs. Shareholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can be exercised by the shareholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC did not find a target with which to merge. There will certainly need to be more clarity from the Internal Revenue Service on the application of the excise tax to SPAC redemptions. Until there is further guidance from the IRS, the Company will continue to assess the potential impact of the IR Act. For the nine months ended September 30, 2023 and 2022, the Company has incurred $765,515 and $0 $0 ● Net income (loss) per share The Company calculates net income (loss) per share in accordance with ASC Topic 260, “ Earnings per Share .” In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Accretion associated with the redeemable shares of ordinary share is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2023, the Company has not considered the effect of the warrants sold in the Initial Public Offering and private warrants to purchase an aggregate of 9,896,250 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the Nine Months ended September 30, 2023 For the Nine Months ended Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Basic and diluted net income (loss) per share: Numerators: Interest income earned in investments held in Trust Account $ 2,313,587 $ - $ 632,633 $ - Total expenses (1,379,720 ) (616,500 ) (535,722 ) (136,518 ) Total allocation to redeemable and non-redeemable ordinary share $ 933,867 $ (616,500 ) $ 96,911 $ (136,518 ) Denominators: Weighted-average shares outstanding 5,902,701 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.16 $ (0.23 ) $ 0.01 $ (0.05 ) For the Three Months ended For the Three Months ended Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Basic and diluted net income (loss) per share: Numerators: Interest income earned in investments held in Trust Account $ 611,440 $ - $ 615,881 $ - Total expenses (334,545 ) (214,593 ) (218,083 ) (55,574 ) Total allocation to redeemable and non-redeemable ordinary share $ 276,895 $ (214,593 ) $ 397,798 $ (55,574 ) Denominators: Weighted-average shares outstanding 4,111,784 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.07 $ (0.08 ) $ 0.04 $ (0.02 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2023 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 3 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS During the preparation of Annual Report on Form 10-K, the Company determined that it had not appropriately accounted for deferred underwriting compensation and non-redemption agreement expense. As a result, Management concluded that the previously issued unaudited condensed consolidated financial statements for the period ended September 30, 2023 should be restated to correct the following errors: (i) Adjustment: Decrease the deferred underwriting compensation to the maximum allowed by the underwriting agreement (ii) Adjustment: reclassification of non-redemption agreement expense to profits & loss item The adjustments above had no impact on the Company’s cash position, revenues, or liquidity. The error has been corrected by restating each of the affected financial statement line items for the year ended December 31, 2022 and period ended September 30, 2023. The following tables summarize the effects of the restatement on each financial statement line item as of the dates, and for the period: As Adjustments #1 Adjustments #2 As Balance sheet as of September 30, 2023 Deferred underwriting compensation 2,587,500 (337,500 ) - 2,250,000 Accumulated deficit (4,335,947 ) (337,500 ) - (3,998,447 ) Total shareholders’ deficit (4,335,683 ) (337,500 ) - (3,998,183 ) Statement of operations for the nine months ended September 30, 2023 Non-redemption agreement expense - - (452,026 ) (452,026 ) Income before income taxes 1,244,661 - (452,026 ) 792,635 Net income 769,393 - (452,026 ) 317,367 Basic and diluted net income (loss) per share, common stock subject to possible redemption 0.19 - (0.03 ) 0.16 Basic and diluted net loss per share, common stock attributable to Inception Growth Acquisition Limited (0.14 ) - (0.09 ) (0.23 ) Statement of operations for the three months ended September 30, 2023 Basic and diluted net income (loss) per share, common stock subject to possible redemption 0.08 (0.01 ) 0.07 Basic and diluted net loss per share, common stock attributable to Inception Growth Acquisition Limited (0.10 ) 0.02 (0.08 ) Statement of changes in shareholder’s deficit as of September 30, 2023 Balance as of January 1, 2023 (restated) – accumulated deficit (2,345,166 ) (337,500 ) - (2,007,666 ) Balance as of January 1, 20233 (restated) – total shareholders’ deficit (2,344,902 ) (337,500 ) - (2,007,402 ) Contribution – non-redemption agreement – additional paid-in capital 452,026 - (452,026 ) - Shareholder non-redemption agreement (452,026 ) - 452,026 - Contribution – non-redemption agreement – accumulated deficit - - 452,026 452,026 Net income 487,015 - (452,026 ) 34,989 Statement of cash flows as of September 30, 2023 Net income 769,393 - (452,026 ) 317,367 Non-redemption agreement expense - - 452,026 452,026 |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,350,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,350,000 Public Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one-half (1/2) of one redeemable warrant (“Public Warrant”) and one right (“Public Right”) to receive one-tenth (1/10) of one share of common stock. Each Public Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per whole share. All of the 10,350,000 (including over-allotment shares) Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stocks subject to redemption to be classified outside of permanent equity. The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of September 30, 2023 and December 31, 2022, the shares of common stock reflected on the unaudited condensed consolidated balance sheet are reconciled in the following table. Amount Gross proceeds $ 103,500,000 Less: Proceeds allocated Public Warrants (2,572,990 ) Proceeds allocated Public Rights (7,418,984 ) Offering costs of Public Shares (2,511,906 ) Plus: Accretion of carrying value to redemption value - 2021 13,538,880 Accretion of carrying value to redemption value - 2022 1,516,986 Common stock subject to possible redemption as of December 31, 2022 106,051,986 Accretion of carrying value to redemption value - 2023 1,994,659 Share redemption (76,551,424 ) Common stock subject to possible redemption as of September 30, 2023 $ 31,495,221 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 4,721,250 Warrants at a price of $1.00 per Warrant, ($4,721,250 in the aggregate), in a private warrant that occurred simultaneously with the closing of the Initial Public Offering (the “Private Warrants”). Each Private Warrant is exercisable to purchase one share of common stock at a price of $11.50 per whole share. The Private Warrants may only be exercised for a whole number of shares. The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS Founder Shares On March 4, 2021, the Company issued an aggregate of 2,587,500 founder shares to the initial shareholder for an aggregate purchase price of $25,000. On December 13, 2021, the Company issued an aggregate of 50,000 representative shares to the underwriter. As of September 30, 2023 and December 31, 2022, the Company’s total issued and outstanding is 2,637,500 shares of common stock, excluding 2,950,891 and 10,350,000 share of common stock subject to possible redemption. Advance from a Related Party As of September 30, 2023 and December 31, 2022, the Company had a temporary advance of $253,474 and $181,835 from the Sponsor, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment. Administrative Services Agreement The Company is obligated, commencing from March 4, 2021, to pay Soul Venture Partners LLC a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s Business Combination or the liquidation of the trust account to public shareholders. Non-redemption Agreements The Sponsor entered into Non-Redemption Agreements with various stockholders of the Company (the “Non-Redeeming Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the “Non-Redeemed Shares”) in connection with the Special Meeting held on March 13, 2023, but such stockholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination. The Sponsor has agreed to transfer to such Non-Redeeming Stockholders an aggregate of 1,297,500 the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination. The Company estimated the aggregate fair value of such 1,297,500 Founder Shares transferrable to the Non-Redeeming Stockholders pursuant to the Non-Redemption Agreement to be $452,026 or $0.35 per share. The fair value was determined using the probability of a successful Business Combination of 4%, a discount for lack or marketability of 15.5%, and the average value per shares as of the valuation date of $10.30 derived from an option pricing model for publicly traded warrants. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in such Founder Shares. The excess of the fair value of such Founder Shares was determined to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T. On June 13, 2023, 1,271,510 shares of common stock were transferred in connection with the Non-Redemption Agreements. |
Shareholder_s Deficit
Shareholder’s Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Shareholder’s Deficit [Abstract] | |
SHAREHOLDER’S DEFICIT | NOTE 7 – SHAREHOLDER’S DEFICIT Common stocks The Company is authorized to issue 26,000,000 shares of common stock at par value $0.0001. Holders of the Company’s common stocks are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, 2,637,500 shares of common stocks were issued and outstanding, excluding 2,950,891 and 10,350,000 shares of common stock subject to possible redemption, respectively. Rights Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 15 months (or up to 21 months, if we extend the time to complete a business combination) from the closing of this Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 52 business days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 30 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Warrants do not allowed for transfer to non-permitted transferees. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, Quoted Prices In Significant Other Significant Other Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 47,635,394 $ 47,635,394 $ - $ - December 31, Quoted Prices In Significant Other Significant Other Description (Audited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 106,047,848 $ 106,047,848 $ - $ - * included in cash and investments held in trust account on the Company’s unaudited condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on December 13, 2021 the holders of the Founder Shares, Private Warrants (and their underlying securities) and any securities of the Company’s initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this Proposed Public Offering. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) or loans to extend the life can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company is committed to pay the Deferred Discount of the Initial Public Offering, to the underwriter upon the Company’s consummation of the business combination. The deferred fee can be paid in cash. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before this unaudited condensed consolidated financial statement are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023, up through the date was the Company issued the unaudited condensed consolidated financial statements. On each of October 8, 2023 and November 1, 2023, the Company deposited $100,000 into the Trust Account in order to extend the amount of time it has available to complete a business combination until December 13, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation | ● Basis of presentation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information included in this Form 10-Q/A should be read in conjunction with Management’s Discussion and Analysis, and the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on June 3, 2024. |
Principles of consolidation | ● Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All significant intercompany transactions and balances between the Company and its subsidiary is eliminated upon consolidation. Subsidiary are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership IGTA Merger Sub Limited (“Purchaser”) A British Virgin Islands company Incorporated on September 11, 2023 100% Owned by the Company |
Emerging growth company | ● Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | ● Use of estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates. |
Cash | ● Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. |
Cash in escrow | ● Cash in escrow The amount represented that the cash held by third party on behalf of the Company. As of September 30, 2023 and December 31, 2022, all the monies held in escrow which is available for capital expenditures and certain operating expenses. The funds in the escrow account can be released for the Company’s operations without restriction. |
Cash and investment held in trust account | ● Cash and investment held in trust account At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the consolidated condensed balance sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying unaudited condensed consolidated statement of operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. |
Warrant accounting | ● Warrant accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity ” (“ASC 480”) and ASC 815, “ Derivatives and Hedging ” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations. As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity. |
Common stock subject to possible redemption | ● Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Common stocks subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stocks (including common stocks that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stocks are classified as stockholders’ equity. The Company’s common stocks feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at September 30, 2023 and December 31, 2022, 2,950,891 and 10,350,000 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. |
Offering costs | ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering ”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering. |
Fair value of financial instruments | ● Fair value of financial instruments ASC Topic 820 “ Fair Value Measurements and Disclosures ” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represents the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to the sponsor are estimated to approximate the carrying values as of September 30, 2023 due to the short maturities of such instruments. See Note 8 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. |
Income taxes | ● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Our effective tax rate was 47.98% and 150.45% for the nine months ended September 30, 2023 and 2022, respectively. Our effective tax rate was 66.90% and 27.11% for the three months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. |
New Law and Changes | ● New Law and Changes On August 16, 2022, the Inflation Reduction (the IR) Act was signed into law, which, beginning in 2023, will impose a 1% excise tax on public company stock buybacks. The company is assessing the potential impact of the Act. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly all SPACs. Shareholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can be exercised by the shareholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC did not find a target with which to merge. There will certainly need to be more clarity from the Internal Revenue Service on the application of the excise tax to SPAC redemptions. Until there is further guidance from the IRS, the Company will continue to assess the potential impact of the IR Act. For the nine months ended September 30, 2023 and 2022, the Company has incurred $765,515 and $0 $0 |
Net income (loss) per share | ● Net income (loss) per share The Company calculates net income (loss) per share in accordance with ASC Topic 260, “ Earnings per Share .” In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Accretion associated with the redeemable shares of ordinary share is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2023, the Company has not considered the effect of the warrants sold in the Initial Public Offering and private warrants to purchase an aggregate of 9,896,250 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the Nine Months ended September 30, 2023 For the Nine Months ended Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Basic and diluted net income (loss) per share: Numerators: Interest income earned in investments held in Trust Account $ 2,313,587 $ - $ 632,633 $ - Total expenses (1,379,720 ) (616,500 ) (535,722 ) (136,518 ) Total allocation to redeemable and non-redeemable ordinary share $ 933,867 $ (616,500 ) $ 96,911 $ (136,518 ) Denominators: Weighted-average shares outstanding 5,902,701 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.16 $ (0.23 ) $ 0.01 $ (0.05 ) For the Three Months ended For the Three Months ended Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Basic and diluted net income (loss) per share: Numerators: Interest income earned in investments held in Trust Account $ 611,440 $ - $ 615,881 $ - Total expenses (334,545 ) (214,593 ) (218,083 ) (55,574 ) Total allocation to redeemable and non-redeemable ordinary share $ 276,895 $ (214,593 ) $ 397,798 $ (55,574 ) Denominators: Weighted-average shares outstanding 4,111,784 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.07 $ (0.08 ) $ 0.04 $ (0.02 ) |
Related parties | ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Concentration of credit risk | ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent accounting pronouncements | ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Unaudited Consolidated Financial Statements | The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership IGTA Merger Sub Limited (“Purchaser”) A British Virgin Islands company Incorporated on September 11, 2023 100% Owned by the Company |
Schedule of Basic and Diluted Net Income (Loss) Per Share | The net income (loss) per share presented in the statement of operations is based on the following: For the Nine Months ended September 30, 2023 For the Nine Months ended Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Basic and diluted net income (loss) per share: Numerators: Interest income earned in investments held in Trust Account $ 2,313,587 $ - $ 632,633 $ - Total expenses (1,379,720 ) (616,500 ) (535,722 ) (136,518 ) Total allocation to redeemable and non-redeemable ordinary share $ 933,867 $ (616,500 ) $ 96,911 $ (136,518 ) Denominators: Weighted-average shares outstanding 5,902,701 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.16 $ (0.23 ) $ 0.01 $ (0.05 ) For the Three Months ended For the Three Months ended Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Basic and diluted net income (loss) per share: Numerators: Interest income earned in investments held in Trust Account $ 611,440 $ - $ 615,881 $ - Total expenses (334,545 ) (214,593 ) (218,083 ) (55,574 ) Total allocation to redeemable and non-redeemable ordinary share $ 276,895 $ (214,593 ) $ 397,798 $ (55,574 ) Denominators: Weighted-average shares outstanding 4,111,784 2,637,500 10,350,000 2,637,500 Basic and diluted net income (loss) per share $ 0.07 $ (0.08 ) $ 0.04 $ (0.02 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
Schedule of Effects of Restatement on Companys Annual Audited Financial Statements | The following tables summarize the effects of the restatement on each financial statement line item as of the dates, and for the period: As Adjustments #1 Adjustments #2 As Balance sheet as of September 30, 2023 Deferred underwriting compensation 2,587,500 (337,500 ) - 2,250,000 Accumulated deficit (4,335,947 ) (337,500 ) - (3,998,447 ) Total shareholders’ deficit (4,335,683 ) (337,500 ) - (3,998,183 ) Statement of operations for the nine months ended September 30, 2023 Non-redemption agreement expense - - (452,026 ) (452,026 ) Income before income taxes 1,244,661 - (452,026 ) 792,635 Net income 769,393 - (452,026 ) 317,367 Basic and diluted net income (loss) per share, common stock subject to possible redemption 0.19 - (0.03 ) 0.16 Basic and diluted net loss per share, common stock attributable to Inception Growth Acquisition Limited (0.14 ) - (0.09 ) (0.23 ) Statement of operations for the three months ended September 30, 2023 Basic and diluted net income (loss) per share, common stock subject to possible redemption 0.08 (0.01 ) 0.07 Basic and diluted net loss per share, common stock attributable to Inception Growth Acquisition Limited (0.10 ) 0.02 (0.08 ) Statement of changes in shareholder’s deficit as of September 30, 2023 Balance as of January 1, 2023 (restated) – accumulated deficit (2,345,166 ) (337,500 ) - (2,007,666 ) Balance as of January 1, 20233 (restated) – total shareholders’ deficit (2,344,902 ) (337,500 ) - (2,007,402 ) Contribution – non-redemption agreement – additional paid-in capital 452,026 - (452,026 ) - Shareholder non-redemption agreement (452,026 ) - 452,026 - Contribution – non-redemption agreement – accumulated deficit - - 452,026 452,026 Net income 487,015 - (452,026 ) 34,989 Statement of cash flows as of September 30, 2023 Net income 769,393 - (452,026 ) 317,367 Non-redemption agreement expense - - 452,026 452,026 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
Schedule of the Shares of Common Stock Reflected on the Balance Sheet | As of September 30, 2023 and December 31, 2022, the shares of common stock reflected on the unaudited condensed consolidated balance sheet are reconciled in the following table. Amount Gross proceeds $ 103,500,000 Less: Proceeds allocated Public Warrants (2,572,990 ) Proceeds allocated Public Rights (7,418,984 ) Offering costs of Public Shares (2,511,906 ) Plus: Accretion of carrying value to redemption value - 2021 13,538,880 Accretion of carrying value to redemption value - 2022 1,516,986 Common stock subject to possible redemption as of December 31, 2022 106,051,986 Accretion of carrying value to redemption value - 2023 1,994,659 Share redemption (76,551,424 ) Common stock subject to possible redemption as of September 30, 2023 $ 31,495,221 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities that were Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, Quoted Prices In Significant Other Significant Other Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 47,635,394 $ 47,635,394 $ - $ - December 31, Quoted Prices In Significant Other Significant Other Description (Audited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 106,047,848 $ 106,047,848 $ - $ - * included in cash and investments held in trust account on the Company’s unaudited condensed consolidated balance sheets. |
Organization and Business Bac_2
Organization and Business Background (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 12, 2023 | Sep. 08, 2023 | Jun. 13, 2023 | Mar. 13, 2023 | Mar. 07, 2023 | Dec. 13, 2021 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 01, 2023 | Oct. 08, 2023 | Oct. 05, 2023 | Jun. 12, 2023 | Mar. 08, 2023 | Mar. 06, 2023 | Mar. 03, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
UnitsIssuedDuringPeriodNewIssues (in Shares) | 1,350,000 | |||||||||||||||||
Shares issued price per share in ipo (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||
Gross proceeds | $ 103,500,000 | $ 103,500,000 | ||||||||||||||||
Proceeds from Issuance of Private Placement | $ 4,721,250 | |||||||||||||||||
Transaction cost | 4,495,197 | |||||||||||||||||
Deferred underwriting fees | 1,811,250 | |||||||||||||||||
Deferred underwriting fees | 2,250,000 | |||||||||||||||||
Other offering cost | $ 433,947 | |||||||||||||||||
Public unit shares (in Shares) | 10.1 | |||||||||||||||||
Fair market value percentage | 80% | |||||||||||||||||
Percentage of outstanding voting securities | 50% | |||||||||||||||||
Net tangible assets | $ 5,000,001 | |||||||||||||||||
Public shares percentage | 15% | |||||||||||||||||
Trust account public per shares (in Dollars per share) | $ 10.67 | |||||||||||||||||
Aggregate shares (in Shares) | 187,500 | 360,000 | 630,000 | 120,000 | ||||||||||||||
Shares redeemed (in Shares) | 1,525,745 | 625,000 | ||||||||||||||||
Shares value | $ 452,026 | |||||||||||||||||
Redeemed shares (in Shares) | 5,873,364 | |||||||||||||||||
Price per share (in Dollars per share) | $ 10.29 | |||||||||||||||||
Aggregate amount | $ 60,411,251 | |||||||||||||||||
Equity shareholders percentage | 100% | |||||||||||||||||
Deposits in trust account | $ 100,000 | $ 100,000 | ||||||||||||||||
Price per unit (in Dollars per share) | $ 10.58 | $ 10.1 | ||||||||||||||||
Aggregate amount | $ 16,140,173 | |||||||||||||||||
Percentage of consideration shares | 12.50% | |||||||||||||||||
cash balance | $ 257,167 | $ 680,812 | $ 779,145 | $ 1,365,181 | ||||||||||||||
Working capital deficit | 1,748,183 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Forfeited amount | 15,000,000 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Forfeited amount | $ 7,500,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Shares of common stock (in Shares) | 1,271,510 | |||||||||||||||||
Shares value | ||||||||||||||||||
Business Combination [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Shares issued price per share in ipo (in Dollars per share) | $ 0.04 | |||||||||||||||||
Deposits in trust account | $ 100,000 | $ 100,000 | ||||||||||||||||
Aggregate consideration | $ 160,000,000 | |||||||||||||||||
Ordinary share price (in Dollars per share) | $ 10 | |||||||||||||||||
Business combination consideration shares (in Shares) | (2,000,000) | |||||||||||||||||
Business combination consideration amount | $ 20,000,000 | |||||||||||||||||
Percentage of shares shareholders holds | 100% | |||||||||||||||||
Business combination, description | 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. | |||||||||||||||||
Percentage of outstanding shares redeemed | 100% | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Shares value | $ 452,026 | |||||||||||||||||
Soul Venture Partners LLC [Member] | Initial Public Offering [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Number of warrants issued (in Shares) | 4,721,250 | |||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
Deposits in trust account | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||
Initial Public Offering [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
UnitsIssuedDuringPeriodNewIssues (in Shares) | 10,350,000 | 10,350,000 | ||||||||||||||||
Shares issued price per share in ipo (in Dollars per share) | $ 0.04 | |||||||||||||||||
Number of warrants issued (in Shares) | 4,721,250 | |||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | |||||||||||||||||
Common stock sold (in Shares) | 1,200,000 | 2,100,000 | 400,000 | |||||||||||||||
Deposits in trust account | $ 100,000 | |||||||||||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||
Organization and Business Background (Details) [Line Items] | ||||||||||||||||||
UnitsIssuedDuringPeriodNewIssues (in Shares) | 1,350,000 | 10,350,000 | ||||||||||||||||
Trust account | $ 104,535,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 16, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||||||
Common stock subject to possible redemption (in Shares) | 2,950,891 | 2,950,891 | 10,350,000 | |||
Tax rate percentage | 66.90% | 27.11% | 47.98% | 150.45% | ||
Statutory tax rate percentage | 21% | 21% | ||||
Excise tax rate | 1% | |||||
Excise tax payable attributable to redemption of common stock (in Dollars) | $ 161,402 | $ 765,515 | ||||
Aggregate purchase of private warrants (in Shares) | 9,896,250 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Unaudited Consolidated Financial Statements - IGTA Merger Sub Limited (“Purchase”) [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Condensed Financial Statements, Captions [Line Items] | |
Background | A British Virgin Islands company Incorporated on September 11, 2023 |
Ownership | 100% Owned by the Company |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Ordinary Shares [Member] | ||||
Numerators: | ||||
Interest income earned in investments held in Trust Account | $ 611,440 | $ 615,881 | $ 2,313,587 | $ 632,633 |
Total expenses | (334,545) | (218,083) | (1,379,720) | (535,722) |
Total allocation to redeemable and non-redeemable ordinary share | $ 276,895 | $ 397,798 | $ 933,867 | $ 96,911 |
Denominators: | ||||
Weighted-average shares outstanding (in Shares) | 4,111,784 | 10,350,000 | 5,902,701 | 10,350,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.07 | $ 0.04 | $ 0.16 | $ 0.01 |
Non-Redeemable Ordinary Shares [Member] | ||||
Numerators: | ||||
Total expenses | $ (214,593) | $ (55,574) | $ (616,500) | $ (136,518) |
Total allocation to redeemable and non-redeemable ordinary share | $ (214,593) | $ (55,574) | $ (616,500) | $ (136,518) |
Denominators: | ||||
Weighted-average shares outstanding (in Shares) | 2,637,500 | 2,637,500 | 2,637,500 | 2,637,500 |
Basic net income (loss) per share (in Dollars per share) | $ (0.08) | $ (0.02) | $ (0.23) | $ (0.05) |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Ordinary Shares [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted net income (loss) per share | $ 0.07 | $ 0.04 | $ 0.16 | $ 0.01 |
Non-Redeemable Ordinary Shares [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted net income (loss) per share | $ (0.08) | $ (0.02) | $ (0.23) | $ (0.05) |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
As Previously Reported [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements [Line Items] | |||
Deferred underwriting compensation | $ 2,587,500 | $ 2,587,500 | |
Accumulated deficit | (4,335,947) | (4,335,947) | |
Total shareholders’ deficit | (4,335,683) | (4,335,683) | |
Statement of operations for the nine months ended September 30, 2023 | |||
Non-redemption agreement expense | |||
Income before income taxes | 1,244,661 | ||
Net income | $ 487,015 | 769,393 | |
Non-redemption agreement expense | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Balance at beginning | (2,344,902) | (2,344,902) | |
Shareholder non-redemption agreement | (452,026) | ||
Adjustments #1 [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements [Line Items] | |||
Deferred underwriting compensation | (337,500) | (337,500) | |
Accumulated deficit | (337,500) | (337,500) | |
Total shareholders’ deficit | (337,500) | (337,500) | |
Statement of operations for the nine months ended September 30, 2023 | |||
Non-redemption agreement expense | |||
Income before income taxes | |||
Net income | |||
Non-redemption agreement expense | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Balance at beginning | (337,500) | (337,500) | |
Shareholder non-redemption agreement | |||
Adjustments #2 [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements [Line Items] | |||
Deferred underwriting compensation | |||
Accumulated deficit | |||
Total shareholders’ deficit | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Non-redemption agreement expense | (452,026) | ||
Income before income taxes | (452,026) | ||
Net income | (452,026) | (452,026) | |
Non-redemption agreement expense | 452,026 | ||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Balance at beginning | |||
Shareholder non-redemption agreement | 452,026 | ||
As Restated [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements [Line Items] | |||
Deferred underwriting compensation | 2,250,000 | 2,250,000 | |
Accumulated deficit | (3,998,447) | (3,998,447) | |
Total shareholders’ deficit | $ (3,998,183) | (3,998,183) | |
Statement of operations for the nine months ended September 30, 2023 | |||
Non-redemption agreement expense | (452,026) | ||
Income before income taxes | 792,635 | ||
Net income | 34,989 | 317,367 | |
Non-redemption agreement expense | 452,026 | ||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Balance at beginning | (2,007,402) | $ (2,007,402) | |
Shareholder non-redemption agreement | |||
Inception Growth Acquisition Limited [Member] | As Previously Reported [Member] | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Basic net income (loss) per share (in Dollars per share) | $ (0.1) | $ (0.14) | |
Inception Growth Acquisition Limited [Member] | Adjustments #1 [Member] | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Basic net income (loss) per share (in Dollars per share) | |||
Inception Growth Acquisition Limited [Member] | Adjustments #2 [Member] | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Basic net income (loss) per share (in Dollars per share) | 0.02 | (0.09) | |
Inception Growth Acquisition Limited [Member] | As Restated [Member] | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Basic net income (loss) per share (in Dollars per share) | (0.08) | (0.23) | |
Common Stock Subject to Possible Redemption [Member] | As Previously Reported [Member] | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Basic net income (loss) per share (in Dollars per share) | 0.08 | 0.19 | |
Common Stock Subject to Possible Redemption [Member] | Adjustments #1 [Member] | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Basic net income (loss) per share (in Dollars per share) | |||
Common Stock Subject to Possible Redemption [Member] | Adjustments #2 [Member] | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Basic net income (loss) per share (in Dollars per share) | (0.01) | (0.03) | |
Common Stock Subject to Possible Redemption [Member] | As Restated [Member] | |||
Statement of operations for the nine months ended September 30, 2023 | |||
Basic net income (loss) per share (in Dollars per share) | $ 0.07 | $ 0.16 | |
Accumulated deficit [Member] | As Previously Reported [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements [Line Items] | |||
Total shareholders’ deficit | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Balance at beginning | (2,345,166) | $ (2,345,166) | |
Contribution – non-redemption agreement – accumulated deficit | |||
Accumulated deficit [Member] | Adjustments #1 [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements [Line Items] | |||
Total shareholders’ deficit | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Balance at beginning | (337,500) | (337,500) | |
Contribution – non-redemption agreement – accumulated deficit | |||
Accumulated deficit [Member] | Adjustments #2 [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements [Line Items] | |||
Total shareholders’ deficit | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Balance at beginning | |||
Contribution – non-redemption agreement – accumulated deficit | 452,026 | ||
Accumulated deficit [Member] | As Restated [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements [Line Items] | |||
Total shareholders’ deficit | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Balance at beginning | (2,007,666) | $ (2,007,666) | |
Contribution – non-redemption agreement – accumulated deficit | 452,026 | ||
Additional paid-in capital [Member] | As Previously Reported [Member] | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Contribution – non-redemption agreement – additional paid-in capital | 452,026 | ||
Additional paid-in capital [Member] | Adjustments #1 [Member] | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Contribution – non-redemption agreement – additional paid-in capital | |||
Additional paid-in capital [Member] | Adjustments #2 [Member] | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Contribution – non-redemption agreement – additional paid-in capital | (452,026) | ||
Additional paid-in capital [Member] | As Restated [Member] | |||
Statement of changes in shareholder’s deficit as of September 30, 2023 | |||
Contribution – non-redemption agreement – additional paid-in capital |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Inception Growth Acquisition Limited [Member] | As Previously Reported [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | $ (0.10) | $ (0.14) |
Inception Growth Acquisition Limited [Member] | Adjustments #1 [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | ||
Inception Growth Acquisition Limited [Member] | Adjustments #2 [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | 0.02 | (0.09) |
Inception Growth Acquisition Limited [Member] | As Restated [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | (0.08) | (0.23) |
Common Stock Subject to Possible Redemption [Member] | As Previously Reported [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | 0.08 | 0.19 |
Common Stock Subject to Possible Redemption [Member] | Adjustments #1 [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | ||
Common Stock Subject to Possible Redemption [Member] | Adjustments #2 [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | (0.01) | (0.03) |
Common Stock Subject to Possible Redemption [Member] | As Restated [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of Effects of Restatement on Companys Annual Audited Financial Statements (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | $ 0.07 | $ 0.16 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 08, 2023 | Dec. 13, 2021 | |
Initial Public Offering (Details) [Line Items] | |||
Number of units sold | 1,350,000 | ||
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Common Stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.5 | ||
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units sold | 10,350,000 | 10,350,000 | |
Price per share (in Dollars per share) | $ 0.04 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units sold | 10,350,000 | 1,350,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of the Shares of Common Stock Reflected on the Balance Sheet - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 13, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of the Shares of Common Stock Reflected on the Balance Sheet [Abstract] | ||||
Gross proceeds | $ 103,500,000 | $ 103,500,000 | ||
Less: | ||||
Proceeds allocated Public Warrants | (2,572,990) | |||
Proceeds allocated Public Rights | (7,418,984) | |||
Offering costs of Public Shares | (2,511,906) | |||
Plus: | ||||
Accretion of carrying value to redemption value | $ 1,994,659 | $ 13,538,880 | 1,516,986 | |
Share redemption | (76,551,424) | |||
Common stock subject to possible redemption | $ 31,495,221 | $ 106,051,986 |
Private Placement (Details)
Private Placement (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 08, 2023 | |
Initial Public Offering [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate of purchase | 4,721,250 | |
Warrant price per share | $ 1 | |
Price per share | $ 0.04 | |
Private Placement Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of warrants | 4,721,250 | |
Price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 13, 2023 | Dec. 13, 2021 | Mar. 04, 2021 | Mar. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||||
Common stock, shares issued | 2,637,500 | 2,637,500 | |||||||||
Common stock, shares outstanding | 2,637,500 | 2,637,500 | |||||||||
Common stock subject to possible redemption | 2,950,891 | 10,350,000 | |||||||||
Non-Redemption agreement amount (in Dollars) | $ 452,026 | ||||||||||
Non-Redemption agreement per share (in Dollars per share) | $ 0.35 | ||||||||||
Marketability percentage | 15.50% | ||||||||||
Average value per share (in Dollars per share) | $ 10.3 | ||||||||||
Business Combination [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Business combination percentage | 4% | ||||||||||
Related Party [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Temporary advance amount (in Dollars) | $ 253,474 | $ 181,835 | |||||||||
Soul Venture Partners LLC [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
General and administrative services (in Dollars) | $ 10,000 | ||||||||||
Common Stock [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Common stock, shares outstanding | 2,637,500 | 2,637,500 | 2,637,500 | 2,637,500 | 2,637,500 | 2,637,500 | 2,637,500 | 2,637,500 | |||
Non-Redemption agreement amount (in Dollars) | |||||||||||
Shares of common stock | 1,271,510 | ||||||||||
Founder Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Number of shares issued (in Dollars) | 2,587,500 | ||||||||||
Aggregate purchase price (in Dollars) | $ 25,000 | ||||||||||
Non-Redemption agreement amount (in Dollars) | $ 452,026 | ||||||||||
Representative Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Aggregate of founder shares | 50,000 | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Founder shares | 1,297,500 | ||||||||||
Non-Redeeming Stockholders [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Founder shares | 1,297,500 |
Shareholder_s Deficit (Details)
Shareholder’s Deficit (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized | 26,000,000 | 26,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one | |
Common stock, shares outstanding | 2,637,500 | 2,637,500 |
Common stock, shares issued | 2,637,500 | 2,637,500 |
Common stock subject to possible redemption | 2,950,891 | 10,350,000 |
Warrants expire | 5 years | |
Warrants, description | The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 30 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that were Measured at Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | $ 47,635,394 | $ 106,052,337 | |
Quoted Prices In Active Market (Level 1) [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | 47,635,394 | 106,047,848 |
Quoted Prices In Active Market (Level 2) [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | ||
Quoted Prices In Active Market (Level 3) [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | ||
US Treasury Securities [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that were Measured at Fair Value on a Recurring Basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | $ 47,635,394 | $ 106,047,848 |
[1] included in cash and investments held in trust account on the Company’s unaudited condensed consolidated balance sheets. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 01, 2023 | Oct. 08, 2023 | Oct. 05, 2023 |
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Company deposited amount | $ 100,000 | $ 100,000 | $ 100,000 |