New York, Sept. 13, 2023 (GLOBE NEWSWIRE) — Inception Growth Acquisition Limited (NASDAQ: IGTA), a Delaware incorporated publicly traded special purpose acquisition company, and AgileAlgo Holdings Limited, a British Virgin Islands business company that, through its Singapore-based subsidiary, AgileAlgo Pte Ltd., is a maker of enterprise-grade natural language code generator for machine-learning and data management platforms, today announced they have entered into a definitive agreement for a business combination. Upon closing of the business combination, the combined company will be organized in the British Virgin Islands and renamed “Prodigy, Inc.” and expects to list its ordinary shares on Nasdaq under the ticker symbol “PRGY.”
Tony Tay, the founder of AgileAlgo, said: “AgileAlgo is thrilled to announce the partnership with IGTA to create more shareholder value. With our internally developed code generation technology and our deep knowledge on the software industry, we intend to leverage the power of AI to disrupt the way how the software industry works. The partnership with IGTA will allow us to access the capital market to speed up our growth in this critical moment of the industry. We are confident that we can add tremendous value to enterprises, as well as democratizing software development to everyone.”
Cheuk Hang Chow, the Chief Executive Officer of IGTA, said: “Our team has been actively and diligently searching for a target of highest standard to add value to our shareholders since our inception, and we are fortunate enough to find this rare opportunity to acquire AgileAlgo, a maker of enterprise-grade natural language code generator for machine-learning and data management platforms. We believe AgileAlgo possesses a top-notch management team and core technology that can automate a large part of the software industry and thereby create significant value. From our countless conversations with AgileAlgo’s founders Tony and Francis, we understand they have a big vision as well as the execution capability to achieve their vision. We are glad to be on this exciting journey to transform the software industry.”
Transaction Overview
Under the terms of the Business Combination Agreement, (a) IGTA will be merged with and into its newly formed subsidiary IGTA Merger Sub Limited, a British Virgin Islands business company (“PubCo”) (the “Redomestication Merger”), with PubCo surviving the Redomestication Merger as a British Virgin Islands business company, and (b) immediately thereafter, PubCo shall acquire the outstanding shares of AgileAlgo from AgileAlgo’s shareholders that are either parties to the Business Combination Agreement upon its initial signing (which constitute 88.3% of AgileAlgo’s issued and outstanding shares) or that become party to the Business Combination Agreement after its initial signing and the effectiveness of the registration statement for the transaction by executing and delivering a joinder agreement thereto (such AgileAlgo shareholders, collectively, the “Sellers”) in exchange for ordinary shares of PubCo (the “Share Exchange”) (collectively, the “Business Combination”).
The total consideration to be paid by PubCo to the Sellers at the Closing will be based on a pre-money equity value of $160 million for 100% of AgileAlgo’s outstanding shares (the “Exchange Consideration”), payable solely in new ordinary shares of PubCo, each valued at $10.00 per share, with 12.5% of the Exchange Consideration otherwise payable to the Sellers at the Closing (or $20 million if 100% of the AgileAlgo shareholders become Sellers under the Business Combination Agreement) (together with earnings thereon, the “Earnout Shares”) to be set aside in escrow at the Closing, subject to vesting and forfeiture if the consolidated gross revenues of the Combined Company and its subsidiaries during the three (3) fiscal quarter period beginning on October 1, 2024 (the “Revenues”) do not equal or exceed $15 million, based on a sliding scale where all of such Earnout Shares will be forfeited if the Revenues do not exceed $7.5 million.
The boards of directors of IGTA and AgileAlgo both unanimously approved the proposed business combination. The closing of the transaction is subject to approval by IGTA’s stockholders and AgileAlgo’s shareholders, and other customary closing conditions. It is currently anticipated that the transaction will close in the first quarter of 2024, but in no event later than June 13, 2024.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive Business Combination Agreement relating to the transaction, a copy of which will be filed by IGTA with the Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.
Advisors
Loeb & Loeb LLP is serving as legal advisor to IGTA. Ellenoff Grossman & Schole LLP is serving as legal advisor to AgileAlgo. Porche Capital Ltd is acting as a business advisor to AgileAlgo in the proposed business combination.
About AgileAlgo Holding Limited
AgileAlgo, a British Virgin Islands business company, through its Singapore-based subsidiary, AgileAlgo Pte Ltd., is a maker of enterprise-grade natural language code generator for machine-learning and data management platforms. It utilizes Generative-Artificial Intelligence (“AI”) techniques to automate AI codes development and scaling to other technology stacks. AgileAlgo intends to grow and acquire IT consulting practices as well as work with large-scale project owners to drive down complexity, time and cost of producing software scripts and code, contributing to the transformation of the global workforce, which is now still heavily reliant on offshoring costs and capability.
For more information, visit https://www.agilealgo.ai/.
About Inception Growth Acquisition Limited
Inception Growth Acquisition Limited is a blank check company incorporated under the laws of Delaware whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities.
