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): October 22,
2024
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) |
|
(I.R.S. Employer
Identification No.) |
875 Washington Street
New York, NY |
|
10014 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (315) 636-6638
N/A
(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 |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
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 |
Item 1.01 Entry into
a Material Definitive Agreement.
As previously disclosed, on September 12, 2023,
Inception Growth Acquisition Limited (“IGTA”), entered into that certain Business Combination Agreement (as may be
amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with IGTA Merger
Sub Limited, a British Virgin Islands company and wholly owned subsidiary of IGTA (“Merger Sub” or “Pubco”),
AgileAlgo Holdings Ltd., a British Virgin Islands company (“AgileAlgo”), and certain shareholders of AgileAlgo which
provides for a business combination between IGTA and AgileAlgo (the “Business Combination”). At the effective time
of the Business Combination pursuant to the Business Combination Agreement, IGTA will merge into Pubco, and AgileAlgo will become a subsidiary
of Pubco.
Sponsor Loan Conversion Agreement
On October 22, 2024, Inception
Growth and Merger Sub entered into a Loan Conversion Agreement (the “Sponsor Loan Conversion Agreement”) with Soul
Venture Partners LLC (the “Sponsor”), the sponsor in IGTA’s initial public offering (the “IPO”),
pursuant to which (i) all loans provided by the Sponsor to IGTA to cover various expenses related IGTA’s IPO and business combination
efforts (some of which were evidenced by certain promissory notes), and (ii) the aggregate amount owed by IGTA to the Sponsor (i.e. monthly
fee of $10,000) for administrative services provided from the IPO to the closing of the Business Combination (the “Closing”),
shall automatically convert into an aggregate of 240,000 PubCo Ordinary Shares (the “Conversion Shares”) upon the
Closing.
Satisfaction and Discharge of Indebtedness
Agreement
On October 22, 2024, Inception
Growth, Merger Sub and AgileAlgo entered into an agreement for satisfaction and discharge of indebtedness (the “Discharge Agreement”)
with EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (“EF Hutton”), the underwriter of the
IPO.
Pursuant to the Underwriting Agreement in relation to the IPO, upon
the completion of the Business Combination, EF Hutton is entitled to a deferred underwriting commission (“Deferred Commission”),
which is the greater of $1,000,000 or 2.5% of the remaining cash in IGTA’s Trust Account, capped at $2,250,000. Now under the Discharge
Agreement, instead of receiving the full Deferred Commission in cash at the Closing, EF Hutton will accept (i) 50,000 PubCo Ordinary Shares
(the “EF Hutton Shares”), valued at $500,000, to be issued on or before Closing, and (ii) a promissory note to be issued
by Merger Sub for $500,000 (the “EF Hutton Note”). Merger Sub will issue the EF Hutton Note at the Closing, which stipulates,
among other things, that the EF Hutton Note will mature on the later of (i) thirteen (13) months from the date of the EF Hutton Note and
(ii) ninety-two (92) days after the termination of the “Convertible Promissory Notes,” as defined in the Standby Equity Purchase
Agreement (the “SEPA”) with YA II PN, Ltd., as set forth in Section 7.23(d) of the SEPA. After the termination of the Convertible
Promissory Notes pursuant to the SEPA, then upon the closing of one or more financings from the sale of any equity, equity derivative
or debt instruments of Merger Sub and/or any of its indirect or direct subsidiaries (a “Financing”), Merger Sub and/or
its legal successor shall be responsible to wire or cause to be wired fifteen percent (15%) of the generated aggregate gross proceeds
to the bank account of Holder (pursuant to the wire instructions provided by Holder in writing to the Company) as a required payment (or
payments) towards this Note, and such wires in aggregate not exceeding the amount owed under this Note. The EF Hutton Note will be subordinated
to all obligations of Merger Sub under the SEPA and related documents. The SEPA is attached as Exhibit 10.1 to the Company’s Current
Report on Form 8-K, which was filed with the Securities and Exchange Commission on October 7, 2024.
The foregoing description
of the Sponsor Loan Conversion Agreement, the Discharge Agreement and the EF Hutton Note does not purport to be complete and is qualified
in its entirety by the full text of the Sponsor Loan Conversion Agreement, the Discharge Agreement and the EF Hutton Note, which are attached
to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and in each case are incorporated herein by reference.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Additional Information
and Where to Find It
In
connection with the proposed Business Combination, Pubco has filed a registration statement on Form S-4 (the “Registration Statement”)
that contains a proxy statement of IGTA and a prospectus for registration of shares and securities of Pubco. The Registration Statement
has not been declared effective by the SEC. Following and subject to the Registration Statement being declared effective by the SEC, its
definitive proxy statement/prospectus would be mailed or otherwise disseminated to IGTA’s stockholders. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS OF IGTA ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IGTA, PUBCO, AGILEALGO, THE PROPOSED BUSINESS COMBINATION, AND RELATED MATTERS.
The proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Pubco and IGTA
with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by IGTA by directing a written request to: Inception Growth Acquisition Limited, 875 Washington
Street, New York, NY 10014.
Participants in the
Solicitation
IGTA,
AgileAlgo and each of their respective directors, executive officers and certain other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of proxies from the shareholders of IGTA with respect to the proposed Business
Combination and related matters. Information about the directors and executive officers of IGTA, including their ownership of shares of
IGTA common stock, is included in the Registration Statement, in IGTA’s Annual Report on Form 10-K, which was filed with the SEC
on June 3, 2024, and in its Quarterly Report on Form 10-Q which was filed with the SEC on August 13, 2024. Additional information regarding
the persons or entities who may be deemed participants in the solicitation of proxies from IGTA stockholders, including a description
of their interests in the proposed Business Combination by security holdings or otherwise, are included in the Registration Statement
and other relevant documents to be filed with the SEC when they become available.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock of IGTA or ordinary shares or
securities of Pubco, or a solicitation of any vote or approval, nor shall there be any sale of shares of common stock, ordinary shares
or securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction. No offering of securities in connection with the proposed business
combination shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Notice Regarding
Forward-Looking Statements
This Current Report on Form
8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange
Act of 1934, both as amended. Statements that are not historical facts, including statements about the proposed Business Combination and
financing transactions described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements
include, but are not limited to, statements regarding the proposed Business Combination and transactions, including the anticipated initial
enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue
opportunities, anticipated future financial and operating performance and results, including estimates for growth, the closing of any
financing in connection with the proposed Business Combination, including in connection with the Financing Agreements, the expected management
and governance of Pubco, and the expected timing of the transactions of the Business Combination and any financing. 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.
Item 9.01. Financial Statements and Exhibits.
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.
| |
INCEPTION GROWTH ACQUISITION LIMITED |
| |
|
| |
By: |
/s/ Cheuk Hang Chow |
| |
Name: |
Cheuk Hang Chow |
| |
Title: |
Chief Executive Officer |
Date: October 22, 2024
Exhibit 10.1
LOAN CONVERSION AGREEMENT
This Loan Conversion Agreement
(this “Agreement”), is made and entered into as of October 22, 2024, by and among (i) Inception Growth
Acquisition Limited, a Delaware corporation (together with its successors, including after giving effect to the Merger (as defined
below), the “Company”), (ii) IGTA Merger Sub Limited, a British Virgin Islands company (together
with its successors, including after giving effect to the Redomestication Merger (as defined below), “PubCo”),
and (iii) Soul Venture Partners LLC (the “Sponsor”). The Company, PubCo and the Sponsor are each
sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in the Notes (as hereinafter defined).
WHEREAS, the Sponsor
has provided certain loans to the Company (the “Post-IPO Loans”) in accordance with the terms of the prospectus
in connection with the Company’s initial public offering and the Company’s organizational documents for expenses incurred
by the Company and/or PubCo and advanced by the Sponsor in connection with the extension of time allowed for the Company’s business
combination, the transactions contemplated by this Agreement or otherwise incurred prior to the date hereof in furtherance of the Company’s
efforts to seek its initial business combination (including legal and accounting fees), and a portion of the Post-IPO Loans are evidenced
by certain promissory notes issued by the Company to the Sponsor with an issue date and having an initial principal amount as listed on Schedule
1 (collectively, the “Notes”);
WHEREAS, a monthly
fee of $10,000 is payable to the Sponsor for general and administrative services provided to the Company during the period from the Company’s
initial public offering to the Closing (as defined below) (the “Administrative Fee”, collectively with the Post-IPO
Loans, including the balances under the Notes, the “Sponsor Loans”);
WHEREAS, the Company
has entered into a Business Combination Agreement, dated as of September 12, 2023 and as amended by an Amendment No.1 dated June 20, 2024
(as amended, the “BCA”) with PubCo, AgileAlgo Holdings Ltd., a British Virgin Islands company (“AgileAlgo”),
and certain shareholders of AgileAlgo, pursuant to which, among other things, (i) the Company will merge with and into PubCo, with PubCo
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 for certain ordinary
shares of PubCo (such exchange, the “Share Exchange”, and together with the Redomestication Merger and the other
transactions contemplated by the BCA, the “BCA Transactions”); and
WHEREAS, the Parties
have agreed that upon the consummation of the BCA Transactions (the “Closing”), the Sponsor Loans shall automatically
convert into an aggregate of 240,000 ordinary shares, par value $0.0001 per share, of PubCo (“PubCo Ordinary Shares”),
and upon which the Notes will thereupon be terminated and shall be of no further force and effect.
NOW THEREFORE, in consideration
of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, the Parties intending to be legally bound
hereto hereby agree as follows:
1. Conversion
of Sponsor Loans. The Sponsor hereby agrees, upon the terms and subject to the conditions set forth herein, that, upon
the Closing, all of the obligations owed as of the Closing, including principal and accrued interest thereunder (the
“Converted Obligations”), with respect to all Sponsor Loans shall automatically convert (the
“Conversion”) into an aggregate of 240,000 PubCo Ordinary shares (such shares, the “Conversion
Shares”). The Conversion Shares will not be registered and will be issued in a private placement between PubCo and the
Sponsor. Notwithstanding anything to the contrary contained herein, no fraction of a PubCo Ordinary Share will be issued by virtue
of the Conversion, and the Sponsor who would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all
fractional PubCo Ordinary Shares that otherwise would be received by the Sponsor pursuant to this Agreement) shall instead have the
number of PubCo Ordinary Shares issued to the Sponsor rounded down in the aggregate to the nearest whole share. The Sponsor shall
(i) deliver the Notes to the Company for cancellation and (ii) execute and deliver to the Company any and all additional documents
reasonably required by the Company, PubCo or their respective counsels as shall be required for the issuance of the PubCo Ordinary
Shares to the Sponsor in connection with the Conversion. Upon the Conversion, PubCo shall reflect such issuance of the PubCo
Ordinary Shares in its books and records. The Parties hereby further acknowledge and agree that the Conversion shall fully satisfy
all of the Company’s obligations to the Sponsor under the Sponsor Loans and that, immediately upon the consummation of the
Conversion, the Sponsor Loans and all obligations set forth therein and herein shall be deemed satisfied and repaid in full and the
Sponsor Loans and all such obligations shall be terminated and cancelled in their entirety.
2. Registration
Rights.
The provisions of this Section
2 shall be subject to the terms of the Registration Rights Agreement dated as of October 1, 2024 by and among YA II PN, LTD., a Cayman
Islands exempt limited partnership (“YA”), the Company and PubCo (the “Registration Rights Agreement”)
and that certain Standby Equity Purchase Agreement dated as of October 1, 2024, by and among the foregoing parties (the “SEPA”
and together with the Registration Rights Agreement, the “Yorkville Agreements”).
(a) PubCo shall use its reasonable
best efforts to include the Conversion Shares in the Registration Statement contemplated by Section 2(b) of the Registration Rights Agreement,
as contemplated by Section 10(b) of the Registration Rights Agreement and Schedule 7.24, Part B, of those certain disclosure schedules
to the Yorkville Agreements. In the event that any such Conversion Shares are unable to be included in the Registration Statement contemplated
by Section 2(b) of the Registration Rights Agreement (the “Remaining Conversion Shares”), PubCo shall use its commercially
reasonable efforts to include such Remaining Conversion Shares in a registration statement as provided in Section 2(c) and/or Section
2(e) of the Registration Rights Agreement; provided, however, if the events contemplated by Section 2(e) of the Registration Rights Agreement
apply, the parties hereto agree to the provisions set forth in such section for any and all Conversion Shares.
(b) If at any time on or
after completion of the BCA Transactions, there is not an effective Registration Statement covering all of the Conversion Shares,
and the Registration Rights Agreement has been terminated in accordance with the terms thereof, and PubCo proposes to file a
registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the PubCo for its own account or for shareholders of the
PubCo for their account (or by the PubCo and by shareholders of the PubCo), other than a registration statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the
PubCo’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the PubCo or (iv)
for a dividend reinvestment plan, then the PubCo shall (x) give written notice of such proposed filing to the holders of the
Conversion Shares as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice
shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Remaining
Conversion Shares in such notice the opportunity to register the sale of such number of shares of Remaining Conversion Shares as
such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). The PubCo shall use commercially reasonable efforts to cause such Remaining Conversion Shares to be
included in such registration and to cause the managing underwriter or underwriters of a proposed underwritten offering to permit
the Conversion Shares requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar
securities of the PubCo and to permit the sale or other disposition of such Conversion Shares in accordance with the intended
method(s) of distribution thereof. All holders of Conversion Shares proposing to distribute their securities through a Piggy-Back
Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary contained in this
Section 2, Conversion Shares shall not be deemed Registrable Securities as such term is defined in the Registration Rights
Agreement, which are shares of YA. Notwithstanding anything to the contrary contained in this Section 2, PubCo shall not be required
to register any Conversion Shares or Remaining Conversion Shares that have been sold, or may permanently be sold, without any
restrictions pursuant to Rule 144 promulgated under the Securities Act, as amended, as determined by counsel to the Company pursuant
to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent.
(e) From and after the
Closing, PubCo agrees to indemnify and hold the Sponsor, each person or entity, if any, who controls the Sponsor within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Sponsor within the meaning of Rule
405 under the Securities Act, and each broker, placement agent or sales agent to or through which the Sponsor effects or executes the
resale of any Conversion Shares (collectively, the “Sponsor Indemnified Parties”), harmless against any and
all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection
with defending or investigating any such action or claim) (collectively, “Losses”) incurred by the Sponsor Indemnified
Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or any other registration statement which covers the Conversion Shares (including, in each case, the prospectus contained therein)
or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein
a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under
which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are (A) caused by
or contained in any information or affidavit so furnished in writing to PubCo by the Sponsor for use therein, (B) in connection with any
failure of such person to deliver or cause to be delivered a prospectus in a timely manner, (C) as a result of offers or sales effected
by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405 under the Securities Act) that was not authorized
in writing by PubCo, or (D) in connection with any offers or sales effected by or on behalf of the Sponsor in violation of this Agreement.
Notwithstanding the forgoing, PubCo’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if
such settlement is effected without the prior written consent of PubCo (which consent shall not be unreasonably withheld, delayed or conditioned).
(f) From and after the
Closing, the Sponsor agrees to, severally and not jointly with any other Sponsor or selling shareholders using the Registration Statement,
indemnify and hold PubCo, and the officers, employees, directors, partners, members, attorneys and agents of PubCo, each person, if any,
who controls PubCo within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate
of PubCo within the meaning of Rule 405 under the Securities Act (collectively, the “PubCo Indemnified Parties”)
harmless against any and all Losses incurred by the PubCo Indemnified Parties directly that are caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Conversion
Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein)
or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the
case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same
are caused by or contained in any information or affidavit so furnished in writing to PubCo by the Sponsor expressly for use therein.
In no event shall the liability of the Sponsor under this Section 2(e) be greater in amount than the dollar amount of
the net proceeds received by the Sponsor upon the sale of the Conversion Shares giving rise to such indemnification obligation. Notwithstanding
the forgoing, the Sponsor’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement
is effected without the prior written consent of the Sponsor (which consent shall not be unreasonably withheld, delayed or conditioned).
3. Representations
and Warranties of the Sponsor. The Sponsor hereby represents and warrants
to the Company and PubCo as follows:
(a) Organization and
Good Standing. The Sponsor is an entity duly formed or incorporated, validly existing and in good standing under the laws of the state
of Delaware. The Sponsor has the requisite corporate or other organizational power and authority necessary to own, lease, and operate
the properties it purports to own, operate, or lease and to carry on its business as it is now being conducted.
(b) Title to
Notes. The Sponsor is the sole owner of the applicable Notes held by the Sponsor, and shall be, at the time of the Conversion,
the sole owner of the Notes, free and clear of all liens, charges, security interests, assessments, encumbrances, claims and
restrictions of any kind, including any liability to or claims of any creditor of the Sponsor. The Sponsor has not transferred or
pledged any interest in the applicable Notes to any person, and the Sponsor has not granted any rights to purchase the applicable
Notes to any other person.
(c) Authorization.
The Sponsor has the unrestricted right, power and authority to enter into this Agreement, to consummate the transactions hereunder and
to perform its obligations hereunder. No consent, approval or authorization of or notice to any third party is necessary in connection
with the performance by the Sponsor of its obligations under this Agreement, and such action does not and will not violate any agreement
to which the Sponsor is a party or by which the Sponsor is otherwise bound. This Agreement has been duly and validly executed and delivered
by the Sponsor and constitutes a legally valid and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally
the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree
ordering specific performance or other equitable remedies. If the Sponsor is an individual, the Sponsor has the legal capacity to enter
into this Agreement and to consummate the transactions contemplated hereunder.
(d) Access to Information;.
The Sponsor acknowledges and agrees that it has received such information as it deems necessary in order to make an investment decision
with respect to the Conversion and its investment in the Conversion Shares and made its own assessment and is satisfied concerning the
relevant financial, tax and other economic considerations relevant to the Sponsor’s investment in the Conversion Shares. The Sponsor
represents and agrees that it and its professional advisor(s), if any, have had the full opportunity to ask the Company’s and PubCo’s
management questions, receive such answers and obtain such information as the Sponsor has deemed necessary to make an investment decision
with respect to the Conversion Shares. The Sponsor has conducted its own investigation of the Company, PubCo and the Conversion Shares
and the Sponsor has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant
to its investment in the Conversion Shares. The Sponsor is entering into this Agreement and the transactions contemplated hereby relying
entirely upon such independent evaluation and analysis and without reliance upon any oral or written representations of any kind or nature
by the Company or PubCo or their respective directors, officers, employees or agents, except for the express representations and warranties
contained in this Agreement. The Sponsor acknowledges that, in make its decision to engage in the Conversion and invest in the Conversion
Shares, the Sponsor is not relying upon any projections included in any of PubCo’s filings with the SEC. The Sponsor is in receipt
of and has carefully read and understands the following items (collectively, the “Disclosure Documents”): (i)
the final prospectus of PubCo, dated as of December 8, 2021 and filed with the SEC on December 9, 2021 (File No. 333-257426) (the “IPO
Prospectus”); (ii) each filing made by PubCo with the SEC following the filing of the IPO Prospectus through the date of
this Agreement, including the preliminary proxy statement of PubCo included in the Registration Statement on Form S-4 (Registration No.
333-276929) initially filed by PubCo with the SEC on February 7, 2024 with respect to a special meeting of the Company’s stockholders
seeking the approval for the BCA Transaction and related matters; and (iii) the BCA, a copy of which has been filed by PubCo with the
SEC. The Sponsor understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall no
longer apply following the Closing.
(e) Investment Representations.
(i) The Sponsor
will be acquiring the Conversion Shares for its own account, not as a nominee or agent. The Sponsor will not sell, assign or
transfer any Conversion Shares at any time in violation of the Securities Act or applicable state securities laws or the terms of
this Agreement. The Sponsor acknowledges that the Conversion Shares cannot be sold unless subsequently registered under the
Securities Act and applicable state securities laws or an exemption from such registration is available. The Sponsor understands
that the Conversion Shares will (A) not have been (and upon their sale will not be) registered under the Securities Act or any state
securities laws, (B) have been offered and be sold in reliance upon an exemption from the registration and prospectus delivery
requirements of the Securities Act, and (C) be issued in reliance upon exemptions from the registration and prospectus delivery
requirements of state securities laws which relate to private offerings. Pursuant to the foregoing, the Sponsor acknowledges that
until such time as the resale of the Conversion Shares have been registered under the Securities Act or may otherwise may be sold
pursuant to an exemption from registration, any certificates representing any Conversion Shares acquired by the Sponsor shall bear a
customary restrictive legend (and a stop-transfer order may be placed against transfer of any certificates or book-entry notations
evidencing such Conversion Shares) reflecting such limitations in form and substance reasonably acceptable to PubCo.
(ii) The Sponsor has
knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of
evaluating the merits and risks of such investment and protecting the Sponsor’s interest in connection with the acquisition of the
Conversion Shares. The Sponsor understands that the acquisition of the Conversion Shares is a speculative investment and involves substantial
risks and that the Sponsor could lose its entire investment. Further, the Sponsor has (A) carefully read and considered the risks identified
in the Disclosure Documents (as defined below) and (B) carefully considered and understands all of the risks related to the BCA Transactions,
PubCo, the Company, the Conversion Shares and this Agreement. The Sponsor has the ability to bear the economic risks of the Sponsor’s
investment in PubCo, including a complete loss of the investment, and the Sponsor has no need for liquidity in such investment.
(iii) The Sponsor acknowledges
that it has been advised that: (A) the Conversion Shares have not been approved or disapproved by the SEC or any state securities commission,
nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by PubCo or the Company,
and any representation to the contrary is a criminal offense; (B) in making an investment decision, the Sponsor must rely on its own examination
of PubCo, the Company, the BCA Transaction, the Conversion and the Conversion Shares, including the merits and risks involved, and the
Conversion Shares have not been recommended by any federal or state securities commission or regulatory authority, and the foregoing authorities
have not confirmed the accuracy or determined the adequacy of any representation (and any representation to the contrary is a criminal
offense); (C) the Conversion Shares will be “restricted securities” within the meaning of Rule 144, are subject to restrictions
on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities
laws, pursuant to registration or exemption therefrom. The Sponsor is aware of the provisions of Rule 144 are not currently available
and, in the future, may not become available for resale of any of the Conversion Shares and that PubCo is an issuer subject to Rule 144(i)
under the Securities Act.
(iv) The Sponsor is an
“accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and the Sponsor has executed
the Investor Questionnaire attached hereto as Exhibit A (the “Investor Questionnaire”) and
shall provide to PubCo and the Company an updated Investor Questionnaire for any change in circumstances at any time on or prior to the
Closing. As of the date of this Agreement, the Sponsor and its affiliates do not have, and during the thirty (30) day period prior to
the date of this Agreement, the Sponsor and its affiliates have not, in a seller, transferor or other similar capacity, entered into,
any “put equivalent position” as such term is defined in Rule 16a-1 of the Exchange Act or short sale positions with respect
to the securities of PubCo. In addition, the Sponsor shall comply with all applicable provisions of Regulation M promulgated under the
Securities Act. The Sponsor has not been formed for the specific purpose of acquiring the Conversion Shares unless each beneficial owner
of the Sponsor is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities
Act and has submitted information substantiating such individual qualification.
(v) Neither the Sponsor
nor, to the extent it has them, any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive
officers (collectively with the Sponsor, the “Covered Persons”), are subject to any of the “Bad Actor”
disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for
a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Sponsor has exercised reasonable care to determine whether any Covered
Person is subject to a Disqualification Event. The acquisition of Conversion Shares by the Sponsor will not subject PubCo or the Company
to any Disqualification Event.
(f) Sanctions
Laws. Neither the Sponsor nor any of its directors, managers, officers or owners are the subject of any U.S. Sanctions Laws,
including any laws, regulations, executive orders, or other restrictions or prohibitions administered by the U.S. Department of the
Treasury’s Office of Foreign Assets Control (“OFAC”). Neither the Sponsor nor any of its directors,
managers, officers or owners are: (A) designated on any list of restricted parties maintained by the U.S. Government, including
OFAC’s Specially Designated Nationals and Blocked Persons List, the list of Foreign Sanctions Evaders, or the Sectoral
Sanctions Identifications List, the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Department
of State’s Debarred List; or (B) located, organized, resident, or doing business in any country or territory that is, or whose
government is, the subject of comprehensive territorial U.S. Sanctions Laws.
(g) Reliance; No Misstatements.
The Sponsor understands and confirms that PubCo and the Company will rely on the representations and covenants contained herein in effecting
the transactions contemplated by this Agreement. All representations and warranties provided to PubCo or the Company furnished by or on
behalf of the Sponsor, taken as a whole, are true and correct and do not contain any untrue statement of material fact or omit to state
any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,
not misleading. The Sponsor agrees to notify PubCo and the Company immediately upon the occurrence of any event that would cause any representation,
warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein.
The Sponsor agrees that the Conversion and the issuance of the Conversion Shares by PubCo will constitute a reaffirmation of the acknowledgments,
understandings, agreements, representations and warranties herein (as modified by any such notice) by the Sponsor as of the time of such
Conversion.
4. Representations
and Warranties of the Company and PubCo. Each of the Company and PubCo represents and warrants to the Sponsor as follows:
(a) Organization and
Good Standing. Each such Party is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction
in which it is so formed or incorporated. Each such Party has the requisite corporate power and authority necessary to own, lease, and
operate the properties it purports to own, operate, or lease and to carry on its business as it is now being conducted.
(b) Authorization.
Each such Party has the corporate power and authority to enter into this Agreement, to consummate the transactions hereunder and to perform
its obligations hereunder. No consent, approval or authorization of or notice to any third party is necessary in connection with the performance
by such Party of its obligations under this Agreement, and such action does not and will not in any material respect violate any agreement
to which such Party is a party or by which it is otherwise bound. This Agreement has been duly and validly executed and delivered by each
such Party and constitutes a legally valid and binding agreement of such Party, enforceable against such Party in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the
enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree
ordering specific performance or other equitable remedies.
(c) Issuance of Conversion
Shares. Solely PubCo (and not the Company) represents and warrants to the Sponsor that, subject to the accuracy of the Sponsor’
representations and warranties in Section 3 above: (i) the Conversion Shares, when issued in accordance with this Agreement,
will be duly authorized, validly issued, fully paid and non-assessable, free of any liens (other than those imposed by PubCo’s organizational
documents, applicable securities laws or any Lock-Up Agreements to which the Sponsor may have entered into in connection with the Closing
(a “Lock-Up Agreement”); (ii) it is not necessary to register the Conversion Shares under the Securities Act
in connection with the offer, sale and issue of the Conversion Shares in the manner contemplated by this Agreement; and (iii) the Conversion
Shares are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act,
or any state securities laws.
5. Trust
Account Waiver. The Sponsor understands that, as described in the IPO Prospectus, the Company has established a trust
account (the “Trust Account”) containing the proceeds of its initial public offering and the overallotment
securities acquired by its underwriters and from certain private placements occurring simultaneously with such initial public
offering (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders
(including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”),
and that the Company may disburse monies from the Trust Account only in the circumstances described in the IPO Prospectus. For and
in consideration of the Company and PubCo entering into this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Sponsor hereby agrees on behalf of itself and its affiliates that,
notwithstanding anything to the contrary in this Agreement, neither the Sponsor nor any of its affiliates do now or shall at any
time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions
therefrom to Public Stockholders (“Public Distributions”), or make any claim against the Trust Account or
Public Distributions, with respect to any claims arising out of, resulting from, based upon, in connection with or relating to this
Agreement or the transactions contemplated hereby, and regardless of whether such claim arises based on contract, tort, equity or
any other theory of legal liability (collectively, the “Released Claims”). The Sponsor on behalf of itself
and its affiliates hereby irrevocably waives any Released Claims that the Sponsor or any of its affiliates may have against the
Trust Account or Public Distributions now or in the future and will not seek recourse against the Trust Account or Public
Distributions for any Released Claims. The Sponsor acknowledges and agrees that such irrevocable waiver is material to this
Agreement and specifically relied upon by the Company and PubCo and their affiliates to induce the Company and PubCo to enter in
this Agreement, and the Sponsor further intends and understands such waiver to be valid, binding and enforceable against the Sponsor
and each of its affiliates under applicable law. For the avoidance of doubt, this Section 5 shall not affect any
rights of the Sponsor or its affiliates to receive distributions from the Trust Account in their capacities as Public Stockholders
upon the redemption of their shares or the liquidation of the Company pursuant to the terms of the Trust Account.
6. Miscellaneous.
(a) Termination.
Notwithstanding anything to the contrary contained herein, in the event that the BCA is terminated in accordance with its terms prior
to the Closing, this Agreement shall automatically terminate and become null and void, and the Parties shall not have any rights or obligations
hereunder.
(b) Survival. All
of the agreements, representations and warranties made by each Party hereto in this Agreement shall survive the Conversion and the consummation
of the other transactions contemplated hereby.
(c) Fees and Expenses.
Each Party will be responsible for each such Party’s own legal and other expenses incurred in connection with the preparation and
negotiation of this Agreement and the consummation of the transactions contemplated hereby, including the Conversion.
(d) Further Assurances.
From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable
cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably
necessary to consummate the transactions contemplated by this Agreement.
(e) Notices. All
notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered by email, with affirmative confirmation of receipt, (iii) one business day after being sent,
if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent
by registered or certified mail, prepaid and return receipt requested, in each case to the applicable Party at the following addresses
(or at such other address for a Party as shall be specified by like notice):
|
If to PubCo at or after the Closing:
Prodigy, Inc.
5008 Ang Mo Kio Avenue 5, #04-09
Techplace II, Singapore 569874
Attn: Tony Tay; Francis Lee
Telephone No.: +65 96808483
Email: tony.tay@agilealgo.com.sg;
francis.lee@agilealgo.com.sg |
with a copy (which shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Fl.
New York, New York 10105
Attn: Barry I. Grossman, Esq.; Matthew A. Gray, Esq.
E-mail: bigrossman@egsllp.com;
mgray@egsllp.com |
|
If to PubCo prior to the Closing or to the
Company at any time:
Inception Growth Acquisition Limited
875 Washington Street
New York, NY 10014
Attn: Cheuk Hang Chow, CEO
Telephone No.: (315) 636-6638
Email: cheukhangchow@inceptiongrowth1.com |
with a copy (which shall not constitute notice) to:
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place
3 Central, Hong Kong
Attn: Lawrence Venick
Email: lvenick@loeb.com |
| If to the Sponsor: |
|
Soul Venture Partners LLC
875 Washington Street, New York, NY 10014
Attn: Cheuk Hang Chow |
(f) Entire Agreement.
This Agreement constitutes the entire agreement among the Parties with regard to the subject matter hereof, and supersedes any other agreements,
representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.
(g) Assignment; Successors
and Assigns; No Third-Party Beneficiaries. Neither this Agreement nor any rights or obligations that may accrue to the Sponsor hereunder
(other than the Conversion Shares acquired hereunder, if any, subject to applicable securities laws and any Lock-Up Agreement) may be
transferred or assigned by the Sponsor without the prior written consent of the Company and PubCo, and any purported transfer or assignment
without such consent shall be null and void ab initio. This Agreement shall be binding upon, and inure to the benefit of the Parties hereto
and their respective heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns. Except for the rights of the Sponsor Indemnified Parties and
the PubCo Indemnified Parties set forth in Sections 2(d) and 2(e), respectively, this Agreement shall not
confer any rights or remedies upon any person other than the Parties hereto, and their respective successor and assigns.
(h) Amendment; Waiver.
This Agreement may not be amended, modified or terminated except by an instrument in writing signed by each of the Parties hereto. This
Agreement may not be waived except by an instrument in writing signed by the Party against whom enforcement of waiver is sought. No failure
or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise of any other right hereunder.
(i) Severability.
If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such
determination that any provision is invalid, illegal or unenforceable, the Parties will substitute for any invalid, illegal or unenforceable
provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of
such invalid, illegal or unenforceable provision.
(j) Governing
Law; Jurisdiction; Jury Trial Waiver. This Agreement, and all actions or
matters based hereon, or arising out of, under or in connection herewith, or any transaction contemplated hereby, shall be governed
by, and construed in accordance with, the laws of the State of Delaware, without regard to principles relating to conflict of laws
that would result in the application of the laws of any other jurisdiction. Each Party hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the
Chancery Court of the State of Delaware declines to accept jurisdiction, any federal court within State of Delaware), and any
appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement, and each Party hereby
irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any
claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or
proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. Each Party agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each
Party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the
transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to
such party at the applicable address set forth in Section 6(e). Nothing in this Section 6(j) shall
affect the right of any party to serve legal process in any other manner permitted by law. Each
Party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation,
dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Agreement
or the transactions contemplated hereby.
(k) Specific Performance.
The Parties hereto acknowledge and agree that irreparable damage may occur in the event that any of the provisions of this Agreement are
not performed in accordance with their specific terms or are otherwise breached, and that monetary damages may not be an adequate remedy
for such breach and the non-breaching Party shall be entitled to seek injunctive relief, in addition to any other remedy that such Party
may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement, without the requirement to post
any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to
which such Party may be entitled under this Agreement, at law or in equity.
(l) Public Disclosure.
The Sponsor hereby consents to the publication and disclosure in any press release issued by the Company or PubCo or Current Report on
Form 8-K filed by the Company or PubCo with the SEC in connection with the execution and delivery of this Agreement and the filing of
any related documentation by PubCo with the SEC (and, as and to the extent otherwise required by the federal securities laws or the SEC
or any other securities authorities, any other documents or communications provided by the Company or PubCo to any governmental authority
or to security holders of the Company or PubCo) of the Sponsor’s identity and beneficial ownership of Conversion Shares and PubCo
Ordinary Shares and the nature of the Sponsor’s commitments, arrangements and understandings under and relating to this Agreement
and, if deemed appropriate by the Company or PubCo, a copy of this Agreement or the form hereof.
(m) [Deleted]
(n) Interpretation.
The headings, titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or
interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and
vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case
to be followed by the words “without limitation”; and (iii) the words “herein,” “hereto,” and
“hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to
any particular section or other subdivision of this Agreement. As used in this Agreement, the term: (x) “business day”
shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York
are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at
the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of
commercially banking institutions in New York, New York are generally open for use by customers on such day); (y)
“person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or
association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and
(z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together
that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such
specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting
securities, by contract or otherwise). The Parties have participated jointly in the negotiation and drafting of this Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.
(o) Counterparts.
This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties
in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and
delivered shall be construed together and shall constitute one and the same agreement.
{remainder of page intentionally left blank;
signature page follows}
IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first
above written.
| |
The Company: |
| |
|
| |
INCEPTION GROWTH ACQUISITION LIMITED |
| |
|
| |
By |
/s/ Cheuk Hang Chow |
| |
Name: |
Cheuk Hang Chow |
| |
Title: |
Chief Executive Officer |
| |
|
| |
PubCo: |
| |
|
| |
IGTA MERGER SUB LIMITED |
| |
|
| |
By |
/s/ Cheuk Hang Chow |
| |
Name: |
Cheuk Hang Chow |
| |
Title: |
Director |
| |
The Sponsor: |
| |
|
| |
SOUL VENTURE PARTNERS LLC |
| |
|
| |
By |
/s/ Cheuk Hang Chow |
| |
Name: |
Cheuk Hang Chow |
| |
Title: |
Manager |
{Signature Page to Loan Conversion Agreement}
SCHEDULE 1
List of Notes
| Date of Issuance |
Principal Amount |
| November 17, 2023 |
$200,000 |
| January 24, 2024 |
$420,000 |
| March 12, 2024 |
$400,000 |
| April 26, 2024 |
$100,000 |
| September 30, 2024 |
$420,000 |
EXHIBIT A
ACCREDITED INVESTOR OFFEREE QUESTIONNAIRE
The purpose of this Statement
is to obtain information relating to whether or not you are an accredited investor as defined in Securities and Exchange Regulation D
as well as your knowledge and experience in financial and business matters and to your ability to bear the economic risks of an investment
in the Company.
As used in Regulation D, the following terms shall
have the meaning indicated:
| a. | Accredited investor. Accredited investor shall
mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following
categories, at the time of the sale of the securities to that person: |
| 1. | Any bank as defined in section 3(a)(2) of
the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether
acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered
under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of
that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any
employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by
a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors; |
| 2. | Any private business development company as defined in section
202(a)22 of the Investment Advisers Act of 1940; |
| 3. | Any organization described in section 501(c)3 of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose
of acquiring the securities offered, with total assets in excess of $5,000,000; |
| 4. | Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; |
| 5. | Any natural person whose individual net worth, or joint net
worth with that person’s spouse, at the time of his purchase exceeds $1,000,000, excluding the value of the person’s primary
residence, but including any excess liability between the value of the residence and the amount of any obligation(s) thereon; |
| 6. | Any natural person who had an individual income in excess
of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in the current year; |
| 7. | Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described
in Rule 506(b)(2)(ii) and |
| 8. | Any entity in which all of the equity owners are accredited
investors. |
| 1. | Name, Home Address and Telephone Number: |
________________________________________________________________________
Name
________________________________________________________________________
Address
Telephone (_____) ______________________________
| (a) | If an individual, what is your principal place of residence? |
__________________________________________________________________
| (1) | Where is your principal place of business? |
____________________________________________________________
| (2) | Where are your executive headquarters? |
____________________________________________________________
| (3) | If a partnership, in which states(s) does (do) each of your partners reside? |
____________________________________________________________
| (4) | If a corporation, what is your state of incorporation? |
____________________________________________________________
| (5) | If a trust, in which state(s) does (do) each of the beneficiaries reside? |
____________________________________________________________
| 3. | Business or occupation (including title): |
________________________________________________________________________
| 4. | Educational background (level, degrees completed): |
________________________________________________________________________
| 5. | Net Worth, Partners’ Capital or Total Assets (check one): |
_____ $5,000,000 or more
_____ $1,000,000-$5,000,000
_____ Less than $1,000,000
| 6. | For individual or married persons only - Gross income for each of the last 2 years (check one): |
_____ $300,000 or more
_____ $200,000 - $300,000
_____ Less than $200,000
Is this income amount combined with
that of your spouse? Yes _____
No _____
Do you expect to reach the same level
of income in the current year?
Yes ______
No _____
| 7. | In connection with my investment activities, I utilize the services of the following attorney, accountant
or other advisor to assist me in analyzing investment opportunities: |
Name of advisor: ______________________________________
Position or occupation: _________________________________________________
Business address: _____________________________________________________
Age: _______________________
Marital Status: _______________
Number of dependents: ________
| 9. | I am an “accredited investor” as defined in Rule 501(a) of Securities and Exchange Commission
Regulation D. _______________ (Initials) |
| 10. | I have adequate means of providing my current needs, and possible personal contingencies, and have
no need for liquidity in an investment in the Company. _______________ (Initials) |
| 11. | I, together with my advisors, have specific knowledge and experience in related financial and business
matters so as to be capable of evaluating the relative economic and operational merits and risks of an investment in the stock. _______________ (Initials) |
| 12. | I hereby certify that I have answered the foregoing questions to the best of my knowledge and that
my answers hereto are complete and accurate. _______________ (Initials) |
_______________________________
Name (Please Print)
Exhibit 10.2
SATISFACTION AND DISCHARGE
OF INDEBTEDNESS PURSUANT TO UNDERWRITING AGREEMENT DATED DECEMBER 8, 2021
October 22, 2024
This Satisfaction and Discharge of
Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of October 17, 2024, by and between
Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), IGTA Merger Sub Limited, a British Virgin Islands
company and wholly owned subsidiary of the Company (such company before the redomestication merger is referred to as the “Purchaser”
and upon and following the redomestication merger is referred to as “PubCo”), AgileAlgo Holdings Ltd., a British Virgin Islands
company (“AgileAlgo”) (collectively, the Company, Purchaser/PubCo and AgileAlgo, the “IGTA Parties”), on the one
hand, and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (“EF Hutton”), on the other hand. Capitalized
terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
RECITALS
WHEREAS, the Company and EF Hutton
are parties to an Underwriting Agreement dated December 8, 2021 (the “Underwriting Agreement”).
WHEREAS, pursuant to Sections 1.3
and 3.18 of Underwriting Agreement, the greater of (a) $1,000,000 or (b) 2.5% of the cash remaining in the trust account after completion
of redemptions, subject to a maximum fee of $2,250,000 (of which approximately $14 million is in such trust account as of the date hereof),
(the “Deferred Underwriting Commission”) shall be payable to EF Hutton upon the consummation of the Company’s initial
business combination.
WHEREAS, on September 12, 2023, the
Company, inter alia, the Purchaser and AgileAlgo signed a business combination agreement, as amended on June 20, 2024 (the “Business
Combination”).
WHEREAS, as provided in the Underwriting
Agreement, at the closing of the Business Combination (the “Closing”), the Deferred Underwriting Commission to EF Hutton would
be due and payable.
WHEREAS, the Company and the IGTA
Parties have requested of EF Hutton that in lieu of the Company tendering the full amount of the Deferred Underwriting Commission in cash,
EF Hutton accept cash and ordinary shares of PubCo as satisfaction of the Deferred Underwriting Commission.
NOW THEREFORE, the parties hereto
agree as follows:
In lieu of collecting the full amount
of the Deferred Underwriting Commission in cash at the time of the Closing, EF Hutton hereby agrees to accept as full satisfaction of
the Deferred Underwriting Commission, the specific items of (1) 50,000 ordinary shares of PubCo (the “EFH Ordinary Shares”);
and (2) an executed promissory note in the principal amount of $500,000 in cash (the “Note”), which shall be issued and delivered
to EF Hutton at and subject to the Closing.
For clarity, any
modification or amendment to the Underwriting Agreement and the Deferred Underwriting Commission by this Agreement is subject to the
items and/or amounts specified in Sections 1.1A and 1.1B below being fulfilled and/or paid in full.
ARTICLE I
CONDITIONS TO SATISFACTION
AND DISCHARGE
| 1.1 | EF Hutton shall only acknowledge the full satisfaction and
discharge of the Deferred Underwriting Commission and will only acknowledge that the Company and the IGTA Parties’ obligations
to pay in cash the Deferred Underwriting Commission under the Underwriting Agreement have been satisfied and discharged, if the below
conditions occur; for the avoidance of doubt EF Hutton shall not seek repayment of the original Deferred Underwriting Commission
amount pursuant to the Underwriting Agreement (“the greater of (a) $1,000,000 or (b) 2.5% of the cash remaining in the trust
account after completion of redemptions, subject to a maximum fee of $2,250,000”) when the below conditions are satisfied: |
| A. | After the Closing, the Company and/or the IGTA Parties shall
use its reasonable best efforts to cause the resulting public company (Pubco) to file a Registration Statement covering the 50,000 EFH
Ordinary Shares issued to EF Hutton (or its designees) as described in detail below in Section 1.4; within thirty (30) days after the
Closing, the Company and/or the IGTA Parties shall formally issue to EF Hutton (or its designees) 50,000 EFH Ordinary Shares in book
entry; |
| B. | The Company and/or the IGTA Parties deliver the Note to EF
Hutton, pursuant to which, in accordance with the terms of the Note upon issuance thereof, the Note requires the satisfaction of the
full amount of the $500,000 pursuant to the Note’s principal amount due EF Hutton; |
| 1.2 | After the conditions in Section 1.1(A) above are satisfied
(and the EFH Ordinary Shares are registered and in book entry), EF Hutton shall acknowledge the satisfaction and discharge of one-half
of the Deferred Underwriting Commission, and after the conditions in Section 1.1(B) above are satisfied, EF Hutton shall acknowledge
the satisfaction and discharge of the other half of the Deferred Underwriting Commission. Upon delivery of the Note to EF Hutton, the
rights and obligations of the parties pursuant to the Note relating to such one half of the Deferred Underwriting Comission shall be
primarily governed by the Note. |
| 1.3 | The provisions of this Satisfaction and Discharge shall be
subject to the terms of the Registration Rights Agreement dated as of October 1, 2024 by and among YA II PN, LTD., a Cayman Islands exempt
limited partnership (“YA”), the Company and PubCo (the “Registration Rights Agreement”) and that certain Standby
Equity Purchase Agreement dated as of October 1, 2024, by and among the foregoing parties (the “SEPA” and together with the
Registration Rights Agreement, the “Yorkville Agreements”). |
| 1.4 | PubCo shall use its reasonable best efforts to include the EFH Ordinary Shares in the Registration
Statement contemplated by Section 2(b) of the Registration Rights Agreement, as contemplated by Section 10(b) of the Registration
Rights Agreement and Schedule 7.24, Part B, of those certain disclosure schedules to the Yorkville Agreements (regarding the
Company’s required share reserves). In the event any such EFH Ordinary Shares are unable to be included in the Registration Statement contemplated
by Section 2(b) of the Registration Rights Agreement (the “Remaining EFH Ordinary Shares”), PubCo shall use its commercially
reasonable efforts to include such Remaining EFH Ordinary Shares in a registration statement provided in Section 2(c) and/or Section 2(e)
of the Registration Rights Agreement; provided, however, if the events contemplated by Section 2(e) of the Registration Rights Agreement
apply, the parties hereto agree to the provisions set forth in such section for any and all EFH Ordinary Shares. |
| 1.5 | If at any time on or after the Closing, there is not an effective
Registration Statement covering all of the EFH Ordinary Shares, and the Registration Rights Agreement has been terminated in accordance
with the terms thereof, then Pubco shall use its reasonable best efforts to file a resale S-1 covering the EFH Ordinary Shares within
30 days of the terminated and/or expired Registration Rights Agreement. Notwithstanding anything to the contrary contained in this Satisfaction
and Discharge, PubCo shall not be required to register any EFH Ordinary Shares or Remaining EFH Ordinary Shares that have been sold,
or may permanently be sold, without any restrictions pursuant to Rule 144 promulgated under the Securities Act, as amended, as determined
by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer
agent. |
ARTICLE II
MISCELLANEOUS PROVISIONS
| 3.1 | This Satisfaction and Discharge shall be governed by and
construed in accordance with the laws of the State of New York. |
| 3.2 | This Satisfaction and Discharge may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute but one and
the same instrument. This Satisfaction and Discharge and all rights, liabilities and obligations hereunder shall be binding upon and
inure to the benefit of each party’s successors and assigns but may not be assigned without the prior written approval of the other
party. |
| 3.3 | Each party hereto shall be entitled to all of their rights,
protections, indemnities, and immunities in connection with their execution of this Satisfaction and Discharge and the performance of
any obligations hereunder or in connection herewith. |
| 3.4 | Other than expressly set forth herein, the Underwriting Agreement,
including, but not limited to, Section 3.37 “Right of First Refusal” and Section 5 “Indemnification and Contribution”,
shall remain in full force and effect in accordance with the terms thereof. |
[Signature page follows.]
IN WITNESS WHEREOF, EF Hutton, on
one hand, and the Company and the IGTA Parties have caused their names to be hereunto affixed, and this instrument to be signed by their
respective authorized officers, all as of the day and year first above written.
| EF HUTTON LLC |
|
| |
|
|
| By: |
/s/ Gaurav Verma |
|
| Name: |
Gaurav Verma |
|
| Title: |
Co-head of Investment Banking |
|
| |
|
|
| Inception Growth Acquisition Limited |
|
| |
|
|
| By: |
/s/ Cheuk Hang Chow |
|
| Name: |
Cheuk Hang Chow |
|
| Title: |
Chief Executive Officer |
|
| |
|
|
| IGTA Merger Sub Limited |
|
| |
|
|
| By: |
/s/ Cheuk
Hang Chow |
|
| Name: |
Cheuk Hang Chow |
|
| Title: |
Director |
|
| |
|
|
| AgileAlgo Holdings Ltd. |
|
| |
|
|
| By: |
/s/ Lee Wei Chiang, Francis |
|
| Name: |
Lee Wei Chiang, Francis |
|
| Title: |
Director |
|
Exhibit 10.3
IGTA MERGER
SUB LIMITED
PROMISSORY
NOTE
FOR VALUE RECEIVED, IGTA Merger Sub
Limited, a British Virgin Islands company, (herein called the “Company”), hereby promises to pay to EF Hutton LLC (herein
called the “Holder”), the principal sum of five hundred thousand dollars ($500,000). In the case of an event of default, this
note shall bear interest at a rate of ten percent (10%) per annum until such event of default is cured. The principal amount of this Note
and any accrued interest shall be payable on the later of (i) thirteen (13) months from the date first written above or (ii) ninety-two
(92) days after the termination of the Convertible Promissory Notes as defined in the SEPA (as defined below). After the termination of
the Convertible Promissory Notes pursuant to the SEPA, then upon the closing of one or more financings from the sale of any equity, equity
derivative or debt instruments of the Company, AgileAlgo Holdings Ltd., and/or any of the Company’s indirect or direct subsidiaries
(a “Financing”), the Company and/or its legal successor shall be responsible to wire or cause to be wired fifteen percent
(15%) of the generated aggregate gross proceeds to the bank account of Holder (pursuant to the wire instructions provided by Holder in
writing to the Company) as a required payment (or payments) towards this Note, and such wires in aggregate not exceeding the amount owed
under this Note.
Furthermore,
the Company, amongst others, executed a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (including its permitted
assigns, “YA”) on October 1, 2024. Pursuant to the SEPA, YA or a designated investor shall advance to the Company and/or its
affiliates the principal amount of $3,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory
notes (each a “Convertible Promissory Note” and together the “Convertible Promissory Notes”), and shall be executed
as (1) a first Pre-Paid Advance / Convertible Promissory Note in the principal amount of $2,000,000; and (2) a second Pre-Paid Advance
/ Convertible Promissory Note in the principal amount of $1,000,000. Both such Convertible Promissory Notes shall supersede this Note
and this Note shall be subordinate to such Convertible Promissory Notes. Accordingly, Holder is willing to subordinate: all of the Company’s
indebtedness and obligations to Holder presently existing pursuant to this Note (the “Subordinated Debt”) to the Company’s
indebtedness and obligations to YA pursuant to the SEPA. All Subordinated Debt is subordinated in right of payment to all financial obligations
of the Company to YA now existing pursuant to the SEPA (the “Senior Debt”). Holder will not demand or receive from the Company
(and the Company will not pay to Holder) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff or otherwise,
nor will Holder exercise any remedy with respect to any collateral securing the Subordinated Debt, nor will Holder accelerate the Subordinated
Debt, until such time as all the Senior Debt is fully paid in cash (and/or fully converted into securities of the Company), and all of
the Company’s obligations owing to YA under the Convertible Promissory Notes (as defined in the SEPA) have been terminated.
Payments hereunder
shall be made at such place as the holder hereof shall designate to the undersigned, in writing, in lawful money of the United States
of America. Any payment which becomes due on a Saturday, Sunday or legal holiday shall be payable on the next business day.
This Note shall,
(i) upon declaration by the Holder or (ii) automatically upon acceleration pursuant to clause (b) below, become immediately due and payable
upon the occurrence of any of the following specified events of default:
(a)
If the Company shall default in any of the due payments of the principal amount of this Note pursuant to (i) a Financing when and
as the same shall become due and payable; or (ii) its binding repayment obligation under this Note on the Maturity Date; or
(b) If
the Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent
to any such relief or to the appointment of or taking of possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to
authorize any of the foregoing; or an involuntary case or other proceeding shall be commenced against the Company seeking
liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it
or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a
period of 60 consecutive days.
Declaration
of this Note being immediately due and payable by the Holder upon occurrence of an event of default hereunder may only be made by written
notice by Holder to the Company declaring the unpaid balance of the principal amount of this Note to be due. The Company agrees that a
declaration of default via email from the Holder to the undersigned at cheukhangchow@inceptiongrowth1.com is acceptable written notice.
Such declaration shall be deemed given upon the occurrence of any event specified in clause (b) above. In the event of a default, all
expenses and costs incurred by Holder in connection with enforcement of the Note and collection of any judgment on the Note, including
reasonable attorneys’ fees, shall be paid by the Company.
This Note may
be prepaid by the Company in whole or in part at any time or from time to time without penalty or premium. The obligations of the Company
and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or
assigns are permitted by the terms hereof.
The Company
for itself and its successors and assigns hereby waives presentment, demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance or endorsement of this Note, and agrees that this Note shall be deemed to have been made under,
and shall be interpreted and governed by reference to, the laws of the State of New York. The Company for itself and its successors hereby
expressly and irrevocably agrees that any suit or proceeding arising directly and/or indirectly pursuant to or under this Promissory Note
shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties
hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and
State of New York and agree that any process in any such action may be served upon the Company by electronic mail at cheukhangchow@inceptiongrowth1.com,
personally or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect
as if personally served upon them in New York, New York. The Company for itself and its successors expressly and irrevocably waive any
claim or defense that any such jurisdiction in New York, New York is not a convenient forum for any such suit or proceeding.
Except as expressly
agreed in writing by the Holder, no extension of time for payment of this Note, or any installment hereof, and no alteration, amendment
or waiver of any provision of this Note shall release, discharge, modify, change or affect the liability of the Company under this Note.
All of the covenants,
stipulations, promises and agreements made by or contained in this Note on behalf of the undersigned shall bind its successors, whether
so expressed or not.
No failure on
the part of the Holder to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof, nor shall
any single or partial exercise of such rights preclude any other or further exercise thereof or the exercise of any other right.
THE COMPANY
ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW,
HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY
DESIRE TO USE.
It is the intention
of the Company and the Holder that all payments due hereunder will be treated for accounting and tax purposes as indebtedness of the Company
to the Holder. Each of the Company and the Holder agrees to report such payments due hereunder for the purposes of all taxes in a manner
consistent with such intended characterization.
If any term
or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions herein shall
in no way be affected thereby.
The benefits of this Agreement shall inure
to the parties hereto, their respective successors and assigns and the obligations and liabilities assumed in this Agreement shall be
binding upon the parties hereto and their respective successors and assigns. This Agreement may not be assigned by any given party without
the prior written approval of the other party.
[signature page of Note follows]
IN WITNESS WHEREOF, the Company
has caused this Note to be signed in its corporate name by a duly authorized officer as of the date hereinabove set forth.
| |
IGTA MERGER SUB LIMITED |
| |
|
| |
By: |
|
| |
Name: |
Cheuk Hang Chow |
| |
Title: |
Director |
| EF HUTTON LLC |
|
| |
|
| By: |
|
|
| Name: |
Gaurav Verma |
|
| Title: |
Co-head of Investment Banking |
|
Inception Growth Acquisi... (NASDAQ:IGTAW)
Historical Stock Chart
From Oct 2024 to Nov 2024
Inception Growth Acquisi... (NASDAQ:IGTAW)
Historical Stock Chart
From Nov 2023 to Nov 2024
