M&A - IGTA Merger Sub Ltd

Form Type: EFFECT

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 999999999525001541

Filing Summary: On May 13, 2025, IGTA Merger Sub Ltd filed an EFFECT form as part of a merger. The filing is associated with an S-4 registration statement indicating the proposed transaction has significant implications for stakeholders. Specific details regarding the terms and conditions of the merger, including shareholder approval and expected timelines, are to be outlined in subsequent communications. This document marks a critical step in the merger process, seeking to inform stakeholders and comply with regulatory requirements.

Form Type: S-4/A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025041576

Filing Summary: This document is an amendment to the Registration Statement on Form S-4 for IGTA Merger Sub Limited. It outlines the details regarding the proposed business combination with AgileAlgo, including amendments to various agreements made since the initial filing. Key documents referenced include the Business Combination Agreement dated September 12, 2023, and several amendments to this agreement up to May 6, 2025. It discusses the securities being registered for public sale, specifies the commencement of the sale as soon as practicable after the registration statement becomes effective, and notes that the registrant is classified as a non-accelerated filer and an emerging growth company. There are various undertakings pertaining to the filing of amendments, providing additional information, and indemnification of directors. The registration includes provisions for additional financial statements as necessary and addresses requirements under the Securities Act of 1933.

Form Type: S-4/A

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025040649

Filing Summary: IGTA Merger Sub Ltd has filed for a registration statement concerning a merger with IGTA Holdings Inc, which is expected to streamline operations and improve efficiencies. The merger aims to combine resources and expertise, creating a more competitive entity in the marketplace. This registration includes disclosure of the financial details of the merger, anticipated timelines, and the regulatory approvals necessary for completion.

Form Type: S-4/A

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000121390025032515

Filing Summary: On April 16, 2025, IGTA Merger Sub Limited filed an amendment to their S-4 registration statement as part of the ongoing business combination process with Inception Growth Acquisition Limited and AgileAlgo Holdings Ltd. The document outlines the details regarding a Redomestication Merger and a Share Exchange, where Inception Growth will merge into IGTA Merger Sub Limited to form a publicly traded entity. The plan involves exchanging AgileAlgo shares for PubCo Ordinary Shares at a valuation of up to $140 million, with additional contingent consideration depending on targets met post-transaction. A Special Meeting for Inception Growth stockholders will solicit votes on several key proposals related to these actions, including the Redomestication Merger Proposal and Share Exchange Proposal. Significant conditions for closing the business combination include approval by stockholders and compliance with Nasdaq listing rules. The filing also notes that post-merger, PubCo aims to apply for listing on Nasdaq under new ticker symbols. Risk factors, voting information, and implications of exercising redemption rights by stockholders are adequately highlighted.

Form Type: S-4/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000101376225004113

Filing Summary: On March 28, 2025, IGTA Merger Sub Limited filed an amendment to its registration statement concerning its Business Combination Agreement with Inception Growth Acquisition Limited and AgileAlgo Holdings Ltd. This document outlines the intended merger and share exchange detailing the operational aspects of the transaction. The merger affectionately named Redomestication Merger will result in Inception Growth merging into IGTA Merger Sub, with IGTA Merger Sub becoming the surviving entity. Alongside the merger, AgileAlgo shareholders are to exchange their shares for up to 14 million new ordinary shares of the merged entity, valued at $140 million, plus contingent shares subject to performance criteria. The document specifies the structure of the proposed merger, including a series of proposals that stockholders will vote on during a special meeting, including approval of the Redomestication Merger and related corporate governance amendments. It addresses compliance with Nasdaq's listing rules, financial arrangements pertaining to the merger, and possible scenarios affecting stockholder ownership post-completion. It also provides insight into potential voting dynamics among stockholders along with risks associated with the merger. The completion timeline includes various amendments extending deadlines for closing the merger until May 31, 2025, and emphasizes the importance of stockholder approval in shaping the new publicly traded company.

Form Type: S-4/A

Filing Date: 2025-02-06

Corporate Action: Merger

Type: Update

Accession Number: 000121390025010968

Filing Summary: On February 6, 2025, IGTA Merger Sub Limited filed an amended registration statement (S-4/A) with the SEC related to the proposed business combination with AgileAlgo Holdings Ltd. The document details the process through which Inception Growth Acquisition Limited will merge with IGTA Merger Sub, with IGTA Merger Sub surviving as the publicly traded entity named PubCo. The filing outlines the two-step business combination process, which involves a Redomestication Merger and a Share Exchange, where AgileAlgo shareholders will exchange their shares for a specified number of shares of PubCo valued at a total of $140 million, plus additional contingent shares. The document also discusses a standby equity purchase agreement with Yorkville Advisors, allowing for up to $30 million in financing for the combined company. Stockholders are being asked to approve various proposals at an upcoming special meeting, including the merger and other related corporate governance changes. The document notes the shift in trading from Nasdaq to OTC Markets following a non-compliance notice from Nasdaq, as well as the terms and conditions regarding stockholder redemptions and the allocation of shares post-merger.

Form Type: S-4/A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025003864

Filing Summary: This document outlines an amendment to the registration statement of IGTA Merger Sub Limited concerning a business combination with Inception Growth Acquisition Limited and AgileAlgo Holdings Ltd. The proposed transaction involves a two-step process: a Redomestication Merger and a Share Exchange, where Inception Growth will merge with IGTA Merger Sub, and AgileAlgo shareholders will exchange their shares for PubCo Ordinary Shares. The business combination's effective date is contingent on shareholder approval and other conditions being met. Following the merger, the new entity will be publicly traded as 'Prodigy, Inc.' with significant ownership percentages allocated to existing stakeholders. The trading of Inception Growth's securities has transitioned to the OTC Markets after a trading suspension due to non-compliance with Nasdaq rules. Several proposals are presented for shareholder vote at a special meeting, including approvals for the merger and various governance changes. The document also emphasizes the risks associated with the investment in PubCo securities and outlines the financial considerations related to the business combination.