M&A - Inception Growth Acquisition Ltd

Form Type: DEFM14A

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047847

Filing Summary: Inception Growth Acquisition Limited is soliciting votes for its Special Meeting scheduled for July 1, 2025, where stockholders will decide on a proposed merger with AgileAlgo Holdings Ltd. This Business Combination involves a two-step process: a Redomestication Merger followed by a Share Exchange. The former stockholders of Inception Growth will exchange their shares for an aggregate of 14 million PubCo Ordinary Shares, with additional contingent shares based on performance targets. Proposals include approval of the merger agreement, issuance of shares, and other corporate governance changes. About 20% of the new entity's shares may remain with existing Inception Growth stockholders, pending decisions on redemption rights. The meeting covers various proposals like Director appointments and an Incentive Plan, essential for compliance with Nasdaq listing requirements and complete the merger process. Stockholders were alerted to the need for approval to preserve their investment interests as Inception Growth is now trading on OTC Markets after being delisted from Nasdaq. Detailed risk factors and voting instructions are provided within the document.

Form Type: 10-Q

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000121390025045948

Filing Summary: Inception Growth Acquisition Limited, a blank check company, filed its quarterly report for the period ended March 31, 2025. The subsidiary informed shareholders of its ongoing business activities, financial performance, and a pending business combination with AgileAlgo Holdings Limited. The agreement entails a two-step merger process including a redomestication merger followed by an exchange of shares. The company reported a net loss of $128,366 for the quarter, with total liabilities of $6,577,836 and shareholders' deficit of $6,575,045. Shareholders were provided insight into the Trust Account established post-IPO, which is intended to fund the business combination. Provisions for shareholder redemption of shares were also highlighted, emphasizing potential pro-rata distributions from the Trust Account and challenges associated with executing the business combination. This report outlines the urgent need for completion of the merger by June 2024, as previous extensions for business completion have been granted.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000121390025040618

Filing Summary: On May 6, 2025, Inception Growth Acquisition Limited (IGTA) entered into Amendment No. 4 to the Business Combination Agreement originally dated September 12, 2023, regarding the proposed merger with AgileAlgo Holdings Ltd. This latest amendment extends the Outside Closing Date to July 31, 2025, and includes provisions for IGTA's consent to transfers and issuances of certain Company ordinary shares. The previous amendments made on June 20, 2024, December 16, 2024, and March 27, 2025, had extended the Outside Closing Date for the merger multiple times. The document emphasizes the need for continued compliance with conditions necessary for the completion of the merger, including the listing status of IGTA's common stock, and outlines potential risks related to the consummation of the Business Combination.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000121390025040611

Filing Summary: On May 6, 2025, Inception Growth Acquisition Limited (IGTA) entered into Amendment No. 4 to the Business Combination Agreement originally dated September 12, 2023, with AgileAlgo Holdings Ltd. and related parties. This amendment extends the Outside Closing Date to July 31, 2025, and includes IGTA's consent for certain transfers and issuances of Company ordinary shares. Previous amendments had extended deadlines for the business combination agreement, reflecting ongoing negotiations. Key conditions for termination were noted, including the delisting of IGTA's stock from Nasdaq. The document also discusses the anticipated business combination's financial implications and risks, including market conditions and necessary approvals from IGTA's stockholders, emphasizing the speculative nature of forward-looking statements.

Form Type: 425

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000101376225003379

Filing Summary: On March 27, 2025, Inception Growth Acquisition Limited (IGTA) entered into Amendment No. 3 to its Business Combination Agreement with AgileAlgo Holdings Ltd. This amendment extends the Outside Closing Date to May 31, 2025, allowing the company to potentially conclude a merger with AgileAlgo. The amendment also clarifies conditions under which AgileAlgo can terminate the agreement if IGTA's common stock is delisted from Nasdaq and not relisted by the new deadline. Prior amendments had already extended this closing date, indicating ongoing developments in facilitating the business combination. The agreement also allows for certain waivers regarding transfers and issuances of Company ordinary shares as required under the agreement.

Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000101376225003366

Filing Summary: On March 27, 2025, Inception Growth Acquisition Limited (IGTA) entered into Amendment No. 3 to the Business Combination Agreement with IGTA Merger Sub Limited and AgileAlgo Holdings Ltd, which extends the Outside Closing Date to May 31, 2025. This amendment also allows AgileAlgo to terminate the agreement if IGTA’s common stock is delisted from Nasdaq and certain conditions regarding relisting are not met. Prior amendments had extended the closing dates on multiple occasions, originally from September 12, 2023, and included stipulations on stockholder approvals and potential termination events. Key provisions permit IGTA's consent to specific transfers and share issuances as required by the agreement.