Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

IGTA Merger Sub Limited (the "Company") is formed as a British Virgin Islands exempted company on September 11, 2023, and is deemed as a surviving entity 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"). The Company's parent company is Inception Growth Acquisition Limited ("Inception Growth").

On September 12, 2023, we entered into a Business Combination Agreement with Inception Growth, AgileAlgo Holdings Ltd., a British Virgin Islands company ("AgileAlgo"), and certain shareholders of AgileAlgo (the "Signing Sellers") (such agreement, as amended on June 20, 2024, December 16, 2024, March 27, 2025 and May 6, 2025 and may be further amended from time to time, together with the Seller Joinders, the "Business Combination Agreement"), which provides for a Business Combination between Inception Growth and AgileAlgo. Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Business Combination Agreement by the stockholders of Inception Growth, Inception Growth will merge with and into the Company, with the Company remaining as the surviving publicly traded entity (the "Redomestication Merger"); and (ii) substantially concurrently with the Redomestication Merger, the shareholders of AgileAlgo will exchange all of their ordinary shares of AgileAlgo (the "Purchased Shares") for an aggregate of fourteen million (14,000,000) ordinary shares of the Company, valued at $10.00 each, for a total of One Hundred Forty Million Dollars ($140,000,000), plus an additional two million (2,000,000) Ordinary Shares, for a total of Twenty Million Dollars ($20,000,000) as additional contingent consideration (such exchange, the "Share Exchange", collectively with the Redomestication Merger, the "Business Combination"). On each of June 20, 2024, December 16, 2024, March 27, 2025 and May 6, 2025, the parties to the Business Combination Agreement amended the Business Combination Agreement to extend the outside date required for the Closing to occur until July 31, 2025 (with either party being able to terminate the Business Combination Agreement for passage of such date), to clarify a condition to Closing regarding PubCo being required to list PubCo Ordinary Shares on Nasdaq on or before July 31, 2025 and to provide for Inception Growth's consent to certain transfers and issuances of AgileAlgo ordinary shares as required by Section 7.1 of the Business Combination Agreement. On July 31, 2025, the parties further amended the Business Combination Agreement to extend the Outside Date to October 14, 2025, and to modify the Earnout Period so as to begin on October 1, 2025 and conclude at the end of the third fiscal quarter thereafter (i.e., June 30, 2026). On August 7, 2025, the parties further amended the Business Combination Agreement to modify the Earnout Period so as to begin on April 1, 2026 and conclude at the end of the third fiscal quarter thereafter (i.e., December 31, 2026).

We were formed for the sole purpose of merging with Inception Growth in the Redomestication Merger, where we will be the surviving entity as a British Virgin Islands business company. Following the Business Combination, we will be a publicly traded company renamed as "Prodigy, Inc." and which we also refer to as the Combined Company.

We presently have no revenue, have had losses since inception from incurring formation costs and have had no operations. We will not generate any operating revenues until after the completion of the Business Combination, at the earliest.

Results of Operations

Our entire activity from inception up to December 31, 2025 was deemed as a surviving entity 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").

For the year ended December 31, 2025 we had a net loss of $63,544 which was related to formation, general and administrative expenses.

For the year ended December 31, 2024 we had a net loss of $4,700 which was related to formation, general and administrative expenses.

For the year ended December 31, 2025 we generated net cash used in operating activities of $38,405, which was comprised of net loss of $63,544, change of accrued liabilities of $26,339, and change of prepaid expenses of $26,339.

For the year ended December 31, 2024 we generated net cash used in operating activities of $4,500, which was comprised of net loss of $4,700, and change of accrued liabilities of $200.

Liquidity and Capital Resources

As of December 31, 2025, we had no cash balance. Our entire activity from inception up to December 31, 2025, the only source of liquidity was advances from our parent company.

The Company has a recurring loss of $63,544 during the year ended December 31, 2025 and incurred the accumulated deficit of $93,245 as of December 31, 2025. Expenses are expected to increase in the forthcoming year and cash flows of the Company may not be able to sustain the expansion required. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its parent company.

These and other factors raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

Off-balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any significant accounting policies.