IGTAU Inception Growth Acquisition Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 12, 2023

 

INCEPTION GROWTH ACQUISITION LIMITED

(Exact name of registrant as specified in its charter)

 

Delaware		001-41134		86-2648456
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

 

875 Washington Street

New York, NY

10014

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (315) 636-6638

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
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		IGTAU		The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share		IGTA		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50		IGTAW		The Nasdaq Stock Market LLC
Rights, each to receive one-tenth of one share of common stock		IGTAR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01 Regulation FD Disclosure

 

On September 12, 2023, Inception Growth Acquisition Limited, a Delaware corporation (“IGTA”), entered into that certain business combination agreement with IGTA Merger Sub Limited, a British Virgin Islands business company and wholly owned subsidiary of IGTA (“Purchaser”), AgileAlgo Holdings Limited, a British Virgin Islands business company (“AgileAlgo”), and certain shareholders of AgileAlgo (the “Signing Sellers”), and which agreement may also be thereafter executed by each of the other shareholders of AgileAlgo (together with the Signing Sellers, the “Sellers”) in one or more joinder agreements, (collectively, the “Joinder Agreements”) (such agreement together with the Joinder Agreements, as it may be amended from time to time, the “Business Combination Agreement”), which provides for a business combination between IGTA and AgileAlgo (the “Business Combination”). Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps: (i) first IGTA will merge with and into Purchaser, with Purchaser remaining as the surviving publicly traded entity and a British Virgin Islands business company (the “Redomestication Merger”); and (ii) immediately after the Redomestication Merger, the Sellers will exchange their ordinary shares of AgileAlgo for ordinary shares of Purchaser.

 

Following the Business Combination, Purchaser will be renamed as “Prodigy, Inc.”

 

On September 13, 2023, IGTA and AgileAlgo issued a press release announcing the execution of the Business Combination Agreement. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of the press release.

 

The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

IMPORTANT NOTICES

 

Additional Information and Where to Find It

 

In connection with the transaction described herein, IGTA and/or its subsidiary will file relevant materials with the Securities and Exchange Commission (the “SEC”), including the Registration Statement on Form S-4 and a proxy statement (the “Registration Statement”). The proxy statement and a proxy card will be mailed to shareholders as of a record date to be established for voting at the stockholders’ meeting of IGTA shareholders relating to the proposed transactions. Stockholders will also be able to obtain a copy of the Registration Statement and proxy statement without charge from IGTA. The Registration Statement and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to IGTA at 875 Washington Street, New York, NY. INVESTORS AND SECURITY HOLDERS OF IGTA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT IGTA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IGTA, AGILEALGO AND THE TRANSACTIONS DESCRIBED HEREIN.

 

 

Important Notice Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Business Combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not limited to, statements regarding the proposed Business Combination, including the anticipated initial enterprise value, the benefits of the proposed Business Combination, integration plans, anticipated future financial and operating performance and results, including estimates for growth, and the expected timing of the Business Combination. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. Consequently, you should not rely on these forward-looking statements as predictions of future events.

 

Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report, including but are not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of IGTA’s securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination Agreement by the stockholders of IGTA; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the Business Combination Agreement following the announcement of the entry into the Business Combination Agreement and proposed Business Combination; (v) the ability of the parties to recognize the benefits of the Business Combination Agreement and the proposed Business Combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding AgileAlgo’s industry and market size; (viii) financial condition and performance of AgileAlgo, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, potential level of redemptions of IGTA’s public stockholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of AgileAlgo; (ix) the impact from future regulatory, judicial, and legislative changes in AgileAlgo’s industry; (x) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; and (xi) those factors discussed in IGTA’s filings with the SEC and that that will be contained in the definitive proxy statement/prospectus relating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the definitive proxy statement/prospectus and other documents to be filed by IGTA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while AgileAlgo and IGTA may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither AgileAlgo nor IGTA gives any assurance that AgileAlgo, or IGTA, or the combined company, will achieve its expectations.

  

Participants in Solicitation

 

IGTA, AgileAlgo and certain stockholders of IGTA, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of IGTA shares of common stock in respect of the proposed transaction. Information about IGTA’s directors and executive officers and their ownership of IGTA common stock is set forth in IGTA’s Annual Report on Form 10-K, filed with the SEC on April 14, 2023. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

 

No Offer or Solicitation

 

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of IGTA or AgileAlgo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

  

Item 9.01. Financial Statements and Exhibits.

 

EXHIBIT NO.		DESCRIPTION
99.1		Press Release dated September 13, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September  13, 2023
INCEPTION GROWTH ACQUISITION LIMITED
By:	/s/ Cheuk Hang Chow
Name:	Cheuk Hang Chow
Title:	Chief Executive Officer

 

 

3

 

Exhibit 99.1

 

Inception Growth Acquisition Limited and AgileAlgo Holdings Limited Announce the Execution of a Definitive Business Combination Agreement

 

New York, Sept. 13, 2023 (GLOBE NEWSWIRE) -- Inception Growth Acquisition Limited (NASDAQ: IGTA, the “Company” or “IGTA”), a Delaware incorporated publicly traded special purpose acquisition company, and AgileAlgo Holdings Limited (“AgileAlgo”), a British Virgin Islands business company that, through its Singapore-based subsidiary, AgileAlgo Pte Ltd., is a maker of enterprise-grade natural language code generator for machine-learning and data management platforms, today announced they have entered into a definitive agreement for a business combination (the “Business Combination Agreement”). Upon closing of the business combination (the “Closing”), the combined company will be organized in the British Virgin Islands and renamed “Prodigy, Inc.” (the “Combined Company”) and expects to list its ordinary shares on Nasdaq under the ticker symbol “PRGY.”

 

Tony Tay, the founder of AgileAlgo, said: “AgileAlgo is thrilled to announce the partnership with IGTA to create more shareholder value. With our internally developed code generation technology and our deep knowledge on the software industry, we intend to leverage the power of AI to disrupt the way how the software industry works. The partnership with IGTA will allow us to access the capital market to speed up our growth in this critical moment of the industry. We are confident that we can add tremendous value to enterprises, as well as democratizing software development to everyone.”

Cheuk Hang Chow, the Chief Executive Officer of IGTA, said: “Our team has been actively and diligently searching for a target of highest standard to add value to our shareholders since our inception, and we are fortunate enough to find this rare opportunity to acquire AgileAlgo, a maker of enterprise-grade natural language code generator for machine-learning and data management platforms. We believe AgileAlgo possesses a top-notch management team and core technology that can automate a large part of the software industry and thereby create significant value. From our countless conversations with AgileAlgo’s founders Tony and Francis, we understand they have a big vision as well as the execution capability to achieve their vision. We are glad to be on this exciting journey to transform the software industry.” 

 

Transaction Overview

 

Under the terms of the Business Combination Agreement, (a) IGTA will be merged with and into its newly formed subsidiary IGTA Merger Sub Limited, a British Virgin Islands business company (“PubCo”) (the “Redomestication Merger”), with PubCo surviving the Redomestication Merger as a British Virgin Islands business company, and (b) immediately thereafter, PubCo shall acquire the outstanding shares of AgileAlgo from AgileAlgo’s shareholders that are either parties to the Business Combination Agreement upon its initial signing (which constitute 88.3% of AgileAlgo’s issued and outstanding shares) or that become party to the Business Combination Agreement after its initial signing and the effectiveness of the registration statement for the transaction by executing and delivering a joinder agreement thereto (such AgileAlgo shareholders, collectively, the “Sellers”) in exchange for ordinary shares of PubCo (the “Share Exchange”) (collectively, the “Business Combination”). 

 

The total consideration to be paid by PubCo to the Sellers at the Closing will be based on a pre-money equity value of $160 million for 100% of AgileAlgo’s outstanding shares (the “Exchange Consideration”), payable solely in new ordinary shares of PubCo, each valued at $10.00 per share, with 12.5% of the Exchange Consideration otherwise payable to the Sellers at the Closing (or $20 million if 100% of the AgileAlgo shareholders become Sellers under the Business Combination Agreement) (together with earnings thereon, the “Earnout Shares”) to be set aside in escrow at the Closing, subject to vesting and forfeiture if the consolidated gross revenues of the Combined Company and its subsidiaries during the three (3) fiscal quarter period beginning on October 1, 2024 (the “Revenues”) do not equal or exceed $15 million, based on a sliding scale where all of such Earnout Shares will be forfeited if the Revenues do not exceed $7.5 million.

 

 

The boards of directors of IGTA and AgileAlgo both unanimously approved the proposed business combination. The closing of the transaction is subject to approval by IGTA’s stockholders and AgileAlgo’s shareholders, and other customary closing conditions. It is currently anticipated that the transaction will close in the first quarter of 2024, but in no event later than June 13, 2024.

 

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive Business Combination Agreement relating to the transaction, a copy of which will be filed by IGTA with the Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.

 

Advisors

 

Loeb & Loeb LLP is serving as legal advisor to IGTA. Ellenoff Grossman & Schole LLP is serving as legal advisor to AgileAlgo. Porche Capital Ltd is acting as a business advisor to AgileAlgo in the proposed business combination.

 

About AgileAlgo Holding Limited

 

AgileAlgo, a British Virgin Islands business company, through its Singapore-based subsidiary, AgileAlgo Pte Ltd., is a maker of enterprise-grade natural language code generator for machine-learning and data management platforms. It utilizes Generative-Artificial Intelligence (“AI”) techniques to automate AI codes development and scaling to other technology stacks. AgileAlgo intends to grow and acquire IT consulting practices as well as work with large-scale project owners to drive down complexity, time and cost of producing software scripts and code, contributing to the transformation of the global workforce, which is now still heavily reliant on offshoring costs and capability.

 

For more information, visit https://www.agilealgo.ai/.

 

About Inception Growth Acquisition Limited

 

Inception Growth Acquisition Limited is a blank check company incorporated under the laws of Delaware whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. 

 

Important Information About the Proposed Business Combination and Where to Find It

 

In connection with the Business Combination Agreement and the proposed business combination, IGTA intends to file relevant materials with the SEC, including a registration statement/proxy statement on Form S-4 that will also constitute a prospectus of PubCo with respect to its ordinary shares to be issued in the proposed business combination (the “proxy statement/prospectus”). Promptly after the registration statement on Form S-4 is declared effective by the SEC, the definitive proxy statement/prospectus (if and when available) will be delivered to IGTA’s stockholders entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. The Company may also file other relevant documents regarding the proposed business combination with the SEC. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED BUSINESS COMBINATION AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE BUSINESS COMBINATION. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF IGTA ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.

 

 

Investors and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be filed with the SEC by IGTA through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by IGTA will be available free of charge at: Inception Growth Acquisition Limited, 875 Washington Street, New York, NY 10014, attention: Mr. Cheuk Hang Chow, Chief Executive Officer.

 

Participants in Solicitation

 

IGTA and AgileAlgo, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies from IGTA’s stockholders in respect of the proposed business combination. IGTA’s stockholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers in IGTA’s registration statement on Form S-4, which includes a proxy statement/prospectus, when it is filed with the SEC. Information about IGTA’s directors and executive officers and their ownership of IGTA shares of common stock is set forth in IGTA’s 10-K, filed with the SEC on April 14, 2023. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.

 

This press release does not contain all the information that should be considered concerning the business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Before making any voting or investment decision, investors and security holders are urged to read the registration statement on Form S-4, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination.

 

No Offer or Solicitation

 

This press release will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.

 

Forward-Looking Statements

 

The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value, the benefits of the proposed transaction, integration plans, anticipated future financial and operating performance and results, including estimates for growth, and the expected timing of the transactions. Consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of IGTA’s securities; (ii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the Business Combination Agreement by the stockholders of IGTA; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the Business Combination Agreement following the announcement of the entry into the Business Combination Agreement and proposed business combination; (v) the ability of the parties to recognize the benefits of the Business Combination Agreement and the proposed business combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding AgileAlgo’s industry and market size; (viii) financial condition and performance of AgileAlgo, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the business combination, potential level of redemptions of IGTA’s public stockholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of AgileAlgo; (ix) the impact from future regulatory, judicial, and legislative changes in AgileAlgo’s industry; (x) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; and (xi) those factors discussed in IGTA’s filings with the SEC and that that will be contained in the definitive proxy statement/prospectus relating to the business combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the definitive proxy statement/prospectus and other documents to be filed by IGTA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while AgileAlgo and IGTA may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither AgileAlgo nor IGTA gives any assurance that AgileAlgo, or IGTA, or the Combined Company, will achieve its expectations.

 

 

Contact:

 

Inception Growth Acquisition Limited

 

Cheuk Hang Chow

Chief Executive Officer

cheukhangchow@inceptiongrowth1.com

(315) 636-6638  

 

AgileAlgo Holdings Limited

 

Tony Tay
Co-Chief Executive Officer
tony.tay@agilealgo.com.sg
(65) 9680-8483

 

Francis Lee
Co-Chief Executive Officer
francis.lee@agilealgo.com.sg
(65) 8322-0331

 

 

4

 

v3.23.2

Cover	Sep. 12, 2023
Document Type	8-K
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Document Period End Date	Sep. 12, 2023
Entity File Number	001-41134
Entity Registrant Name	INCEPTION GROWTH ACQUISITION LIMITED
Entity Central Index Key	0001866838
Entity Tax Identification Number	86-2648456
Entity Incorporation, State or Country Code	DE
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
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Entity Emerging Growth Company	true
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Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50
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Title of 12(b) Security	Rights, each to receive one-tenth of one share of common stock
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