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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): March 27, 2025

 

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: (315636-6638

 

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.

 

Amendment to the Business Combination Agreement

 

As previously disclosed, on September 12, 2023, Inception Growth Acquisition Limited, a Delaware corporation (“IGTA”), entered into that certain Business Combination Agreement (the “Business Combination Agreement”) with IGTA Merger Sub Limited, a British Virgin Islands company and wholly owned subsidiary of IGTA (such company before the Redomestication Merger (as defined below) is sometimes referred to as the “Purchaser” and upon and following the Redomestication Merger is hereinafter sometimes referred to as “PubCo”), AgileAlgo Holdings Ltd., a British Virgin Islands company (“AgileAlgo” or the “Company”), and certain shareholders of AgileAlgo (the “Signing Sellers), and which agreement may also be thereafter executed by each of the other shareholders of AgileAlgo (such shareholders who become party to such agreement, the “Joining Sellers”, and together with the Signing Sellers, the “Sellers”) in one or more joinder agreements thereto, which provides for a business combination between IGTA and AgileAlgo.

 

As previously disclosed, on June 20, 2024, the parties to the Business Combination Agreement entered into an Amendment No. 1 to the Business Combination Agreement, which serves to amend the Business Combination Agreement to extend the Outside Closing Date (as defined in the Business Combination Agreement) to November 30, 2024.

 

As previously disclosed, on December 16, 2024, the parties to the Business Combination Agreement entered into an Amendment No. 2 to the Business Combination Agreement, which serves to amend the Business Combination Agreement to extend the Outside Closing Date (as defined in the Business Combination Agreement) to March 31, 2025. The Amendment No. 2 further amends the Business Combination Agreement that the Company may terminate the Business Combination Agreement by giving notice to IGTA if the common stock of IGTA has become delisted from Nasdaq and either the Parent Common Stock is, or the Purchaser Ordinary Shares are, not relisted on Nasdaq or the New York Stock Exchange on or prior to March 31, 2025.

 

On March 27, 2025, the parties to the Business Combination Agreement entered into an Amendment No. 3 to the Business Combination Agreement (the “Amendment No. 3”). The Amendment No. 3 serves to amend the Business Combination Agreement to extend the Outside Closing Date (as defined in the Business Combination Agreement) to May 31, 2025. The Amendment No. 3 further amends the Business Combination Agreement that the Company may terminate the Business Combination Agreement by giving notice to IGTA if the common stock of IGTA has become delisted from Nasdaq and either the Parent Common Stock is, or the Purchaser Ordinary Shares are, not relisted on Nasdaq or the New York Stock Exchange on or prior to the Outside Closing Date. The Amendment No. 3 further provides for IGTA’s consent to and related waivers regarding certain transfers and issuances of Company ordinary shares as required by Section 7.1 of the Business Combination Agreement. 

 

The foregoing description of the Amendment No. 3 to the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amendment No. 3 to the Business Combination Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

  

1

 

 

IMPORTANT NOTICES

 

Additional Information and Where to Find It

 

In connection with the Business Combination described herein, each of IGTA and IGTA Merger Sub Limited, a wholly owned subsidiary of IGTA (“PubCo”), has filed relevant materials with the SEC, including a registration statement of PubCo on Form S-4 (File No. 333-276929) (the “Registration Statement”). The Registration Statement has not yet been declared effective by the SEC. Upon and subject to such declaration of effectiveness, the proxy statement and a proxy card, which are part of the Registration Statement, will be mailed to shareholders as of a record date to be established for voting at the meeting of IGTA stockholders relating to the proposed Business Combination. Stockholders will also be able to obtain a copy of the Registration Statement and its proxy statement without charge from IGTA. The Registration Statement, and such 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 10014. 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 BUSINESS COMBINATION THAT IGTA AND/OR ITS SUBSIDIARY HAVE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT IGTA, ITS SUBSIDIARY, 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.

  

2

 

 

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 or PubCo 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 PubCo, AgileAlgo’s or IGTA’s 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 or PubCo; (ix) the impact from future regulatory, judicial, and legislative changes in PubCo’s or AgileAlgo’s industry; (x) competition from larger technology companies than PubCo or AgileAlgo that have greater resources, technology, relationships and/or expertise; and (xi) those factors discussed in IGTA’s filings and PubCo’s filings with the SEC and 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 PubCo and/or 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, PubCo and/or 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, PubCo nor IGTA gives any assurance that AgileAlgo, or IGTA, or PubCo, will achieve its expectations.

  

Participants in Solicitation

 

IGTA, PubCo, 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 March 26, 2025. 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 Business Combination described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of PubCo, 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 or an exemption therefrom.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.   Description
10.1   Amendment No. 3 to Business Combination Agreement, dated as of March 27, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

 

 

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
   
Dated: March 27, 2025 /s/ Cheuk Hang Chow
  Cheuk Hang Chow
  Chief Executive Officer

 

 

4

 

Exhibit 10.1

 

EXECUTION COPY

 

AMENDMENT No. 3 TO BUSINESS COMBINATION AGREEMENT

 

This Amendment No. 3 to Business Combination Agreement, dated as of March 27, 2025 (the “Amendment”), is to amend the Business Combination Agreement, which was made and entered into as of September 12, 2023 (the “Original Signing Date”), and amended by Amendment No. 1 thereto as of June 20, 2024 and Amendment No. 2 thereto as of December 16, 2024 (the “Existing BCA”, and as amended by this Amendment and as it may further be amended in accordance with its terms after the date hereof, the “BCA”), by and among AgileAlgo Holdings Ltd., a British Virgin Islands company (the “Company”), Inception Growth Acquisition Limited, a Delaware corporation (the “Parent”), and IGTA Merger Sub Limited, a British Virgin Islands company (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.

 

Recitals

 

WHEREAS, pursuant to Section 13.2(a) of the Existing BCA, the Existing BCA may be amended by a writing signed by each of Parent and the Company; and

 

WHEREAS, the Purchaser Parties and the Company desire to amend the Existing BCA to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1. Amendment of Certain Provisions.

 

(a) Section 12.1(c):

 

The first sentence of Section 12.1(c) of the Existing BCA is amended in its entirety to read as follows:

 

“In the event that any of the conditions to the Closing set forth in Article X have not been satisfied or waived on or prior to May 31, 2025 (the “Outside Closing Date”), the Parent or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement.”

 

(b) Section 12.1(g):

 

Section 12.1(g) of the Existing BCA is amended in its entirety to read as follows:

 

“The Company may terminate this Agreement by giving notice to the Parent if the Parent Common Stock has become delisted from Nasdaq and either the Parent Common Stock is, or the Purchaser Ordinary Shares are, not relisted on the Nasdaq or the New York Stock Exchange on or prior to the Outside Closing Date after such delisting.”

 

(c) Consent to Transfers and Issuances of Ordinary Shares under Section 7.1 and Amendment to Annex I:

 

(i) The Parent hereby provides its written consent under Section 7.1 of the BCA for (A) the Signing Sellers to transfer to the transferees as set forth on Schedule 1(c) to this Amendment (collectively, the “Transferees”) such number of Company Shares as set forth on Schedule 1(c) to this Amendment (collectively, the “Transferred Company Shares”) and (B) the Company to issue to the recipient as set forth on Schedule 1(c) to this Amendment (the “New Holder” and together with the Transferees, the “Recipients”) such number of Company Shares as set forth on Schedule 1(c) to this Amendment (collectively, the “New Company Shares”, and together with the Transferred Company Shares, the “Subject Company Shares”), in either case, after the Original Signing Date and prior to the effective date of the Registration Statement, without any of such Recipients becoming Joining Sellers under the BCA by executing and delivering to the Parent, Purchaser and the Company (I) a Joinder Agreement and (II) any Additional Agreements which such Recipient would have been required to be a party or bound if such Recipient were a Seller on the Original Signing Date or, with respect to the Transferees, to which the Signing Sellers are otherwise bound. The parties hereto hereby consent to and waive for all purposes of the BCA any failures by the Company or the Signing Sellers to obtain such any such consent for any such transfers and issuances made prior to the date of this Amendment.

 

 

 

 

(ii) The parties hereto hereby acknowledge and agree that (A) the Transferred Company Shares shall not be subject to the terms and conditions applicable to the Signing Sellers under the BCA and will not be included as shares covered by the terms of any Lock-Up Agreement or other Additional Agreement signed by the Signing Sellers, and (B) the Recipients will be Company shareholders that are not bound by the terms and conditions of the BCA or any Additional Agreement unless and until they execute and deliver to the Parent, Purchaser and the Company a Joinder Agreement (and, to the extent required by the BCA with respect to such Recipient as a holder of Ordinary Shares and not as a transferee of a Signing Seller, such Additional Agreements) after the effective date of the Registration Statement, and such Joinder Agreement and any such Additional Agreements are accepted in writing and executed and delivered by the Parent, Purchaser and the Company in accordance with the requirements of the BCA applicable to Company shareholders that are not Signing Sellers (or Company Insiders).

 

(iii) The Parent and Purchaser hereby consent to the foregoing transfers and issuances for all purposes of the BCA, including Article VII thereof, and waive any potential breaches or violations of, or defaults under, the BCA as a result of such transfers or issuances being made in accordance with the terms hereof.

 

(iv) Annex I of the Existing BCA will be amended upon the transfers and issuances of the Subject Company Shares to the Recipients to reflect such transfers and issuances and such Annex I is hereby replaced and superseded with Annex I set forth on Exhibit A attached hereto for all purposes of the BCA, effective upon the occurrence of such transfers and issuances.

 

2. Miscellaneous.

 

(a) Except as expressly provided in this Amendment, the Existing BCA shall remain in full force and effect, and all references to “this Agreement,” “herein” or using similar terms in the Existing BCA shall mean the Existing BCA as further amended by this Amendment. In the event of a conflict between the terms of this Amendment and the Existing BCA, the terms of this Amendment shall prevail over and supersede the conflicting terms in the Existing BCA.

 

(b) This Amendment shall be governed, enforced, interpreted and construed in a manner consistent with the Existing BCA. Without limiting the foregoing, Section 9.6 (Confidentiality), Article XI, Section 13.1 (Notices), Section 13.2 (Amendments; No Waivers; Remedies), Section 13.4 (Publicity), Section 13.7 (Governing Law), Section 13.10 (Severability) and Section 13.11 (Construction) of the Existing BCA shall apply to this Amendment mutatis mutandis as if set out herein.

 

(c) This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment will become effective when duly executed and delivered by each of the parties hereto. Counterpart signature pages to this Amendment may be delivered by electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

 

[The remainder of this page intentionally left blank; signature pages to follow]

 

2

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be effective as of the date first written above.

 

  PARENT:
   
  Inception Growth Acquisition Limited,
  a Delaware corporation
     
  By: /s/ Cheuk Hang CHOW
  Name:  Cheuk Hang CHOW
  Title:   CEO
     
  COMPANY:
   
  AgileAlgo Holdings Ltd.,
  a British Virgin Islands company
     
  By: /s/ Lee Wei Chiang, Francis
  Name: Lee Wei Chiang, Francis
  Title: Director
     
  PURCHASER:
     
  IGTA Merger Sub Limited,
  a British Virgin Islands company
     
  By: /s/ Cheuk Hang CHOW
  Name: Cheuk Hang CHOW
  Title: Director

 

{Signature Page to Amendent No. 3 to Business Combination Agreement}

 

3

 

 

Schedule 1(c)

Subject Company Shares

 

Company Shareholders  Original
Signing
Date
   New
Company
Issuances
   Transfers
from
Tony Tay
   Transfers
from
Francis
Lee
   Transfers
from Lim
Soon Meng
   Total
Transfers/
Issuances
   Revised
Shares
Held
   Date of
Issue/
Transfers
Tay Yee Paa Tony (Tony Tay)   1,443,436    0    (86,691)   0    0    (86,691)   1,356,745    
Lee Wei Chiang (Francis Lee)   1,443,436    0    0    (137,421)   0    (137,421)   1,306,015    
Jonathan Ang   15,000    0    809    0    0    809    15,809    
Tay Yee Wee   16,161    0    0    0    0    0    16,161    
Victor Zheng   16,161    0    0    0    0    0    16,161    
Tan Chun Hao   24,242    0    0    0    0    0    24,242    
Seah Chin Siong   144,546    0    0    0    0    0    144,546    
Gooi Mooi Chiew   16,161    0    0    0    0    0    16,161    
Lim Chee Heong   16,161    0    0    0    0    0    16,161    
Loo Choo Leong   16,161    0    16,161    16,161    0    32,322    48,483    
Chen Yanfei   32,323    0    0    0    0    0    32,323    
Lim Soon Meng   48,484    0    8,081    8,081    (25,253)   (9,092)   39,392   Oct. 2024
YA II PN Ltd.   0    0    0    0    15,152    15,152    15,152   Oct. 2024
Owen O'Callahan   0    4,045    0    0    0    4,045    4,045   Oct. 2024
Carmen Wee   0    0    24,242    24,242    0    48,483    48,483   Mar. 2025
Alpha Circuit, Ltd.   0    0    0    0    10,101    10,101    10,101   Mar. 2025
Philip Chua   0    0    20,227    20,227    0    40,454    40,454   Mar. 2025
Dickson Ho   0    0    16,161    16,161    0    32,322    32,322   Mar. 2025
Michelle Liaw   0    0    0    16,161    0    16,161    16,161   Mar. 2025
Chye Pang Hsiang   0    0    0    16,161    0    16,161    16,161   Mar. 2025
Vincent Wong   0    0    0    10,114    0    10,114    10,114   Mar. 2025
Tjioe Yeow Chong   0    0    0    10,114    0    10,114    10,114   Mar. 2025
Aaron Tan   0    0    607    0    0    607    607   Mar. 2025
Rowena Victoria   0    0    202    0    0    202    202   Mar. 2025
Mohd. Akhlas Hussain   0    0    202    0    0    202    202   Mar. 2025
TOTAL   3,232,272    4,045    0    0    0    4,045    3,236,317    

 

 

 

 

Exhibit A

Revised Annex I

 

ANNEX I
LIST OF SELLERS

 

Name  Number of Ordinary Shares Held   Current Pro Rata Share   Percentage of Total Outstanding 
Signing Sellers            
Tay Yee Paa Tony (Tony Tay)   1,356,745    50.95%   41.92%
Lee Wei Chiang (Francis Lee)   1,306,015    49.05%   40.35%
Total Held by Signing Sellers   2,662,760    100.00%   82.28%
                
Other Company Shareholders               
Jonathan Ang Yun Hao   15,809         0.49%
Tay Yee Wee   16,161         0.50%
Victor Zheng   16,161         0.50%
Tan Chun Hao   24,242         0.75%
Seah Chin Siong   144,546         4.47%
Gooi Mooi Chiew   16,161         0.50%
Lim Chee Heong   16,161         0.50%
Loo Choo Leong   48,483         1.50%
Chen Yanfei   32,323         1.00%
Lim Soon Meng   39,392         1.22%
YA II PN Ltd. (Yorkville Group)   15,152         0.47%
Alpha Circuit, Ltd.   10,101         0.31%
Owen O'Callahan   4,045         0.12%
Carmen Wee   48,483         1.50%
Philip Chua   40,454         1.25%
Dickson Ho   32,322         1.00%
Michelle Liaw   16,161         0.50%
Chye Pang Hsiang   16,161         0.50%
Vincent Wong   10,114         0.31%
Tjioe Yeow Chong   10,114         0.31%
Aaron Tan   607         0.02%
Rowena Victoria   202         0.01%
Mohd. Akhlas Hussain   202         0.01%
Total Held by Other Company Shareholders   573,557         17.72%
                
TOTAL ORDINARY SHARES   3,236,317         100.000%