Inception Growth Acquisition Ltd Files 2023 10-K Amendment

TL;DR

Inception Growth Acquisition Ltd filed an amendment to its 2023 10-K. Check for updates.

AI Summary

Inception Growth Acquisition Ltd filed an amendment (No. 2) to its 2023 annual report (10-K/A) on June 3, 2024. The company, incorporated in Delaware with its principal executive offices at 875 Washington Street, New York, NY 10014, is a blank check company. The filing pertains to the fiscal year ended December 31, 2023.

Why It Matters

This amendment provides updated or corrected information for the fiscal year 2023, which is crucial for investors to assess the company's financial health and strategic direction.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous annual report and does not introduce new material events or significant financial changes.

Key Numbers

• 001-41134 — SEC File Number (Identifies the company's registration with the SEC.)
• 86-2648456 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• Inception Growth Acquisition Ltd (company) — Registrant
• 001-41134 (company) — Commission file number
• 86-2648456 (company) — I.R.S. Employer Identification No.
• 875 Washington Street, New York, NY 10014 (company) — Principal executive offices address
• December 31, 2023 (date) — Fiscal year end
• June 3, 2024 (date) — Filing date of amendment

FAQ

Key Financial Figures

• $0.0001 — onsisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeem
• $11.50 — of common stock at an exercise price of $11.50 IGTAW The Nasdaq Stock Market LLC Righ
• $10.00 — tion. The Units were sold at a price of $10.00 per Unit, generating aggregate gross pr
• $90,000,000 — regate gross proceeds to the Company of $90,000,000. On December 9, 2021, the underwriters
• $13,500,000 — nit resulted in total gross proceeds of $13,500,000. Simultaneously with the closing of th
• $1.00 — (the "Private Warrants") at a price of $1.00 per Private Warrant, generating total p
• $4,721,250 — e Warrant, generating total proceeds of $4,721,250. These Private Warrants were issued pur
• $104,535,351 — n. As of December 13, 2021, a total of $104,535,351 of the net proceeds from the IPO (inclu
• $100,000 — nto the Trust Account the lesser of (i) $100,000 and (ii) an aggregate amount equal to $
• $0.04 m — 0 and (ii) an aggregate amount equal to $0.04 multiplied by the number of Public Share
• $1,713.0 billion — media market reached a value of nearly $1,713.0 billion in 2020 and is expected to grow rapidly
• $2,670.0 billion — 2020 and is expected to grow rapidly to $2,670.0 billion in 2025. Given the technological advanc
• $2.2 — forecasts that 5G technologies will add $2.2 trillion to the global economy particul
• $388.3 billion — Sports industry was worth approximately $388.3 billion in 2020. We expect that industry to con
• $4.3 billion — lytics Market size is expected to reach $4.3 billion by 2025. Another segment of the indust

Filing Documents

• ea0207237-10ka2_incept.htm (10-K/A) — 893KB
• ea020723701ex31-1_incept.htm (EX-31.1) — 10KB
• ea020723701ex31-2_incept.htm (EX-31.2) — 10KB
• ea020723701ex32-1_incept.htm (EX-32.1) — 4KB
• ea020723701ex32-2_incept.htm (EX-32.2) — 4KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-049042.txt ( ) — 4386KB
• igta-20231231.xsd (EX-101.SCH) — 50KB
• igta-20231231_cal.xml (EX-101.CAL) — 24KB
• igta-20231231_def.xml (EX-101.DEF) — 204KB
• igta-20231231_lab.xml (EX-101.LAB) — 375KB
• igta-20231231_pre.xml (EX-101.PRE) — 210KB
• ea0207237-10ka2_incept_htm.xml (XML) — 422KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 25 ITEM 1B. UNRESOLVED STAFF COMMENTS 25 ITEM 1C. CYBERSECURITY 25 ITEM 2.

PROPERTIES

PROPERTIES 25 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 25 ITEM 4. MINE SAFETY DISCLOSURES 25 part II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 26 ITEM 6. [RESERVED] 27 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 33 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 33 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 33 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 34 ITEM 9B. OTHER INFORMATION 35 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 35 part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 36 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 43 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 44 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 45 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 47 part IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 48 i CERTAIN TERMS References to "the Company," "IGTA," "our," "us" or "we" refer to Inception Growth Acquisition Limited, a blank check company incorporated on March 4, 2021 under the laws of the State of Delaware. References to our "Sponsor" refer to Soul Venture Partners LLC. References to our "IPO" or the "Initial Public Offering" refer to the initial public offering of Inception Growth Acquisition Limited, which closed on December 13, 2021. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking ability to complete our initial business co

BUSINESS

ITEM 1. BUSINESS Introduction Inception Growth Acquisition Limited is a newly organized blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. On September 12, 2023, we entered into that certain Business Combination Agreement with IGTA Merger Sub Limited, a British Virgin Islands company and our wholly owned subsidiary, AgileAlgo Holdings Ltd., a British Virgin Islands company ("AgileAlgo"), and certain shareholders of AgileAlgo (the "Signing Sellers", who together own approximately 88.3% of AgileAlgo's issued and outstanding shares), and which agreement may also be thereafter executed by each of the other shareholders of AgileAlgo (such shareholders who become party to such agreement, the "Joining Sellers", and together with the Signing Sellers, the "Sellers") in one or more joinder agreements thereto (such Business Combination Agreement together with any such joinder agreements, as they may be amended from time to time, the "Business Combination Agreement"), which provides for a business combination between us and AgileAlgo. Initial Public Offering On December 13, 2021, we consummated our initial public offering ("IPO")of 9,000,000 units (the "Units"), each Unit consisting of one share of common stock of the Company, par value $0.0001 per share (the "Common Stock"), one-half of one redeemable warrant (the "Public Warrant"), each whole Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, and one right (the "Right") to receive one-tenth (1/10) of a share of common stock upon consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $90,000,000. On December 9, 2021, the underwriters of the IPO fully exercised their over-

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