10-K: IGTA Merger Sub Limited Annual Report 2025

IGTA Merger Sub Limited files its 2025 Annual Report on Form 10-K, detailing its formation, ongoing business combination efforts with AgileAlgo Holdings, and financial status.

Summary

• IGTA Merger Sub Limited (the Company) is a British Virgin Islands exempted company formed on September 11, 2023, solely for the purpose of effecting a business combination.
• The Company has not commenced operations and has no operating revenue as of December 31, 2025.
• A Business Combination Agreement was entered into on September 12, 2023, with Inception Growth Acquisition Limited (IGTA) and AgileAlgo Holdings Limited, with multiple amendments to extend the closing date.
• The Business Combination involves IGTA merging with the Company, and AgileAlgo Holdings shareholders exchanging their shares for Company shares, with a total consideration of $140,000,000 in shares plus $20,000,000 in contingent consideration (Earnout Shares).
• The Company reported a net loss of $63,544 for the year ended December 31, 2025, primarily due to formation and general administrative expenses.
• As of December 31, 2025, the Company had no cash balance and relied on advances from its parent company, Inception Growth Acquisition Limited.
• There are substantial doubts about the Company's ability to continue as a going concern, dependent on continued financial support from its parent.
• The Company's securities are not listed on any exchange, and as of February 11, 2026, there were 100 ordinary shares issued and outstanding.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a low score due to the company's pre-operational status, significant net losses, going concern uncertainties, and repeated delays in its business combination.

Positives

• The Business Combination Agreement with AgileAlgo Holdings has been amended multiple times, indicating continued efforts to finalize the transaction.
• The Company has secured advances from its parent company to cover operational expenses.
• Disclosure controls and procedures were deemed effective as of December 31, 2025.

Negatives

• The Company has incurred net losses since inception ($63,544 for 2025 and $4,700 for 2024) with no operating revenue.
• As of December 31, 2025, the Company had no cash balance.
• There are substantial doubts about the Company's ability to continue as a going concern.
• The Company has no employees.
• The Company does not own any real estate or material physical properties.
• Management determined that the Company does not maintain effective internal control over financial reporting as of December 31, 2025.

Risks

• The continuation of the Company as a going concern is dependent upon the continued financial support from its parent company.
• There are substantial doubts about the Company's ability to continue as a going concern.
• The Company is an early stage and emerging growth company and is subject to all associated risks.
• Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected.
• Potential conflicts of interest exist for officers and directors due to their fiduciary or contractual obligations to other entities.
• The Business Combination may not be completed by the outside closing date, leading to potential termination of the agreement.
• The Earnout Shares are subject to forfeiture if consolidated gross revenues do not meet specified targets.

Future Outlook

The Company expects expenses to increase in the forthcoming year, and its cash flows may not be able to sustain the required expansion. Its continuation as a going concern is dependent on continued financial support from its parent company.

Management Comments

• Management evaluated the effectiveness of disclosure controls and procedures and concluded they were effective as of December 31, 2025.
• Management assessed the effectiveness of internal control over financial reporting and determined that the Company does not maintain effective internal control over financial reporting as of December 31, 2025.
• The Company's board of directors does not anticipate declaring any dividends in the foreseeable future, intending to retain all earnings for business operations.

Industry Context

StockSavvy.ai notes that IGTA Merger Sub Limited operates as a special purpose acquisition company (SPAC) shell, typical for entities formed to facilitate business combinations. Its financial reporting reflects the pre-operational phase of such entities, characterized by formation costs and reliance on parent company funding, rather than operational performance metrics.

Comparison to Industry Standards

• As a newly formed SPAC shell with no operations, direct comparison to industry standards for revenue, profitability, or operational efficiency is not applicable.
• The financial structure, with significant reliance on parent company advances and accumulated deficits, is typical for SPACs prior to a business combination.
• The lack of effective internal controls over financial reporting, as noted by management, is a common challenge for early-stage entities and is subject to remediation post-business combination.

Corporate Governance

Legal Proceedings

• The Company is not currently a party to any material litigation or other legal proceedings.
• The Company is not aware of any legal proceeding, investigation or claim that has a more than remote possibility of having a material adverse effect on its business, financial condition or results of operations.

Related Party Transactions

• On September 12, 2023, the Company issued 100 ordinary shares to its parent company, Inception Growth Acquisition Limited (IGTA), for $1.
• As of December 31, 2025, the Company had a temporary advance of $52,154 from its parent company, which was unsecured, interest-free, and had no fixed terms of repayment.
• As of December 31, 2024, the Company had a temporary advance of $13,749 from its parent company, which was unsecured, interest-free, and had no fixed terms of repayment.

Stakeholder Impact

• Shareholders: The success of the Business Combination is critical for the future value of their investment. Delays and potential failure to complete the combination pose risks.
• Creditors: The Company currently has no long-term debt, capital lease obligations, or operating lease obligations, thus minimal direct impact on creditors.
• Employees: The Company currently has no employees, so there is no direct impact on employees.
• Suppliers: As the Company has no operations, there are no current impacts on suppliers.

Next Steps

• Complete the Business Combination with AgileAlgo Holdings.
• Adopt a Code of Ethics upon consummation of the Business Combination.
• Adopt a clawback policy following the business combination.

Key Dates

Keywords

IGTA Merger Sub Limited, Form 10-K, Annual Report, Business Combination, AgileAlgo Holdings, SPAC, Blank Check Company, Emerging Growth Company, Financial Statements, Going Concern