DEFM14A: Inception Growth Acquisition Limited to Merge with AI Software Provider AgileAlgo Holdings, Renaming to Prodigy, Inc. Amidst Financial Challenges and Nasdaq Delisting

Inception Growth Acquisition Limited is seeking shareholder approval for its business combination with British Virgin Islands-based AI software platform and service provider AgileAlgo Holdings Ltd., which will result in the combined entity being renamed Prodigy, Inc. and listed on Nasdaq.

Summary

• Inception Growth Acquisition Limited (IGTA), a blank check company, is proposing a two-step business combination with AgileAlgo Holdings Ltd., an AI software platform and service provider.
• The transaction involves a Redomestication Merger of Inception Growth into IGTA Merger Sub Limited (which will become PubCo, renamed Prodigy, Inc.) and a Share Exchange where AgileAlgo shareholders will receive PubCo Ordinary Shares.
• AgileAlgo shareholders are set to receive an aggregate of 14,000,000 PubCo Ordinary Shares, valued at $10.00 each, totaling $140,000,000, at closing.
• An additional 2,000,000 PubCo Ordinary Shares, valued at $20,000,000, are designated as contingent Earnout Consideration Shares, payable based on consolidated gross revenues reaching targets of $7,500,000 (minimum) to $15,000,000 (full) over a three-fiscal-quarter period starting October 1, 2024.
• Post-combination, AgileAlgo shareholders are anticipated to own approximately 77.95% of the issued and outstanding PubCo Ordinary Shares, while Inception Growth's existing public stockholders would own approximately 12.60% (assuming no redemptions).
• Inception Growth was delisted from The Nasdaq Stock Market on December 17, 2024, due to not completing a business combination within 36 months of its IPO, and its securities now trade on the OTC Markets.
• PubCo intends to apply for listing its PubCo Ordinary Shares and PubCo Warrants on The Nasdaq Stock Market under the symbols PRGY and PRGYW, respectively, upon consummation of the Business Combination.
• A Special Meeting of Stockholders is scheduled for July 1, 2025, to vote on nine proposals, including the merger, share exchange, Nasdaq listing compliance, charter amendments, director appointments, and an employee incentive plan.
• As of April 30, 2025, Inception Growth's trust account held approximately $3,689,890, with an estimated per-share redemption price of approximately $13.18.
• AgileAlgo reported operating revenues of $264,957 for the fiscal year ended September 30, 2024, a 251% increase from $75,252 in FY2023, but significantly missed its original projections of $11,888,889 (or restated $13,407,704).
• AgileAlgo incurred net losses of $517,597 in FY2024 and $538,832 in FY2023, resulting in a cumulative deficit of $1,301,949 as of December 31, 2024.
• AgileAlgo's auditors have included an explanatory paragraph in their report, noting "substantial doubt about its ability to continue as a going concern" absent additional financing.
• A Standby Equity Purchase Agreement (SEPA) with Yorkville (YA II PN, Ltd.) provides an equity credit line of up to $30,000,000 for the Combined Company, including $3,000,000 in pre-paid advances.
• The deferred underwriting commission of $2,250,000 has been renegotiated, with EF Hutton agreeing to accept 50,000 PubCo Ordinary Shares (valued at $500,000) and a $500,000 promissory note instead of full cash payment.
• AgileAlgo's founders provided $400,000 in interest-free shareholder loans in February and March 2025 to address increased cash flow needs.

Sentiment

Score: 3

Explanation: The document presents a high-risk, early-stage company with significant financial challenges, including a history of losses, a substantial cumulative deficit, and an auditor's going concern warning. While it outlines a strategic vision and some revenue growth, the company has severely missed its own projections, indicating operational and execution difficulties. The repeated extensions of the merger deadline and the delisting from Nasdaq further underscore the precarious situation. The reliance on founder loans and a standby equity line, while providing some liquidity, also highlight the ongoing need for capital.

Positives

• AgileAlgo's operating revenues increased by 251% in fiscal year 2024 compared to 2023, and by 391% in the three months ended December 31, 2024, compared to the same period in 2023, indicating significant growth in revenue generation.
• The new ADA (Coding-as-a-Service) line of business commenced sales in October 2024, contributing $55,485 to the Group's total revenue in the three months ended December 31, 2024, diversifying revenue streams.
• AgileAlgo's management believes the company is well-positioned for long-term growth and success, despite past missed projections, and plans to accelerate research and development and expand sales efforts with new capital post-Business Combination.
• The founders of AgileAlgo have demonstrated strong commitment by providing $400,000 in interest-free shareholder loans in February and March 2025 to support the company's increased cash flow needs and continued growth.
• The Standby Equity Purchase Agreement (SEPA) with Yorkville provides access to a substantial equity credit line of up to $30,000,000, with $3,000,000 available as pre-paid advances, offering a crucial source of capital for the Combined Company.
• The renegotiation of the deferred underwriting commission with EF Hutton to include shares and a promissory note reduces the immediate cash outflow required from the Trust Account at closing.
• AgileAlgo's core technology, utilizing GenerativeAI, Natural Language Processing (NLP), Graph Neural Networks (GNN), and big data analytics, addresses a significant and growing market need for IT talent shortage and software automation.
• The company's strategic focus on large enterprise and public sector markets, coupled with partnerships like the one with Capgemini, positions it to tap into lucrative and expanding segments of the software consulting industry.
• The continuous increase in 'Supported User Stories' (pre-developed templates) within AgileAlgo's platform indicates an expanding capability to cater to a wider range of unique customer business requirements and implementation scenarios.

Negatives

• AgileAlgo has a limited operating history and has consistently incurred operating losses since its inception, with a cumulative deficit of $1,301,949 as of December 31, 2024.
• AgileAlgo's auditors have expressed "substantial doubt about its ability to continue as a going concern" in their report, highlighting significant financial uncertainties.
• AgileAlgo's actual revenues for fiscal year 2024 ($264,957) were significantly lower than its original projections of $11,888,889 (or restated $13,407,704), indicating a substantial miss in financial forecasts.
• The company's cash and cash equivalents balance is very low, at $18,842 as of December 31, 2024, raising concerns about short-term liquidity.
• Inception Growth was delisted from The Nasdaq Stock Market on December 17, 2024, and now trades on the OTC Markets, which could negatively impact the liquidity and market perception of PubCo's shares post-merger.
• The Business Combination Agreement has been amended multiple times to extend the outside closing date, most recently to July 31, 2025, suggesting delays and potential difficulties in closing the transaction.
• The minimum cash condition for closing is $5,000,000, and while initial financing is expected to meet this, significant redemptions by Inception Growth public stockholders could jeopardize the closing.
• The Standby Equity Purchase Agreement (SEPA) with Yorkville can be terminated by either party, posing a risk to the availability of crucial financing for the Business Combination.
• AgileAlgo's new ADA line of business is expected to have a lower gross profit margin (20-22%) compared to its existing ANGEL business, which could impact overall profitability.
• The company currently lacks a dedicated consulting team for project delivery, relying on development staff to 'double-hat,' which may affect efficiency and project quality.
• AgileAlgo has noted insufficient sales and account management headcount, which could hinder its ability to convert trial users to paying customers and expand existing relationships.
• The company's platform user interfaces may require further improvement to enhance self-service capabilities and reduce customer churn.
• The exercise price of PubCo Warrants is subject to potential downward adjustment if shares are issued at less than $9.20, which could lead to further dilution for existing shareholders.
• The Redomestication Merger may be a taxable event for U.S. Holders of Inception Growth securities, potentially leading to unexpected tax liabilities.
• There is a risk that PubCo may be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. Holders.

Risks

• AgileAlgo has a limited operating history, making it difficult to evaluate its prospects and future results of operations, and its historical revenue growth may not be indicative of future performance.
• The market in which AgileAlgo operates is highly competitive and rapidly changing, with larger competitors having significantly greater resources, potentially affecting AgileAlgo's sales and profit margins.
• AgileAlgo's strategy to develop new and enhance products may adversely affect its near-term revenue growth and results of operations due to significant expense and potential difficulties in design, development, and integration.
• AgileAlgo may experience pricing pressures from customers, including major system integrators and partners, which could reduce sales and profit margins.
• A limited number of customers account for a substantial portion of AgileAlgo's revenue, and the loss or reduction of business from any major customer could materially and adversely affect operating results.
• AgileAlgo's business depends on its ability to attract new customers and on existing customers purchasing additional services and subscriptions and renewing them, which is not guaranteed.
• AgileAlgo's products in trial and future applications may not be widely accepted by customers or may receive negative attention, potentially lowering margins and harming the business.
• AgileAlgo's sold projects may suffer from quality issues, missed timelines, and resource constraints, affecting financial performance.
• AgileAlgo's sales cycles can be long and unpredictable, particularly for large subscriptions, requiring considerable time and expense without guaranteed sales.
• AgileAlgo's operating results may fluctuate significantly from period to period, potentially causing its stock price to decline.
• There is substantial doubt about AgileAlgo's ability to continue as a going concern absent additional financing, which may not be obtainable on favorable terms or at all, potentially leading to significant delays, scaling back operations, or bankruptcy.
• AgileAlgo's revenue growth depends in part on the success of its strategic relationships with third parties, including channel partners, and failure to establish or maintain these could adversely affect the business.
• The issuance of PubCo Ordinary Shares in the Yorkville Financing after the Business Combination could result in substantial dilution and materially affect the trading price of the shares.
• The Yorkville Financing may be terminated by either party, which could result in an adverse effect on the consummation of the Business Combination if alternative financing is not secured.
• AgileAlgo may not be able to achieve its financial projections, as past projections for FY2024 were significantly missed, and future results may differ materially.
• If AgileAlgo is unable to ensure that its products and solutions interoperate with a variety of third-party software applications, it may become less competitive.
• Any failure to offer high-quality maintenance and support services for AgileAlgo's customers may harm its relationships and business.
• The loss of one or more key members of AgileAlgo's management team or personnel, or failure to attract and retain additional personnel, could harm the business.
• AgileAlgo depends on skilled employees and could be impacted by a shortage of critical skills.
• Cybersecurity and data privacy incidents or breaches may damage client relations, inhibit growth, and lead to significant costs and liabilities.
• AgileAlgo's business is subject to a variety of domestic and international laws, rules, policies, and obligations, including data protection and anticorruption, with potential for serious consequences for violations.
• Economic, political, regulatory, and foreign currency fluctuations in international regions where AgileAlgo operates could harm its results.
• Interruptions or delays in AgileAlgo's services or services from data center hosting facilities or public clouds could impair service delivery.
• AgileAlgo's business is subject to risks, expenses, and uncertainties associated with selling solutions outside Singapore.
• AgileAlgo relies on third-party telecommunications and internet service providers, and any failure or changes in terms could harm customer relationships.
• AgileAlgo's plans to expand and establish new public cloud-based data centers for international operations may be unsuccessful and present risks.
• AgileAlgo may be subject to income taxation in Asia Pacific countries and other jurisdictions, and changes in tax rates or policies could adversely affect operating results.
• Inaccurate forecasts of AgileAlgo's market and market growth may lead to business not growing at projected rates.
• Inability to anticipate future market needs, enhance products, or develop new products in a timely manner could harm revenue generation.
• Inability to maintain or increase recurring revenue streams could adversely affect operating results.
• Inability to maintain reliable performance of AgileAlgo's products and technologies could harm its brand and reputation.
• Potential disruptions related to international conflicts (e.g., Ukraine, Middle East) could materially and adversely affect business and results of operations.
• AgileAlgo's use of open-source technology could generate quality control and security challenges and impose limitations on its ability to commercialize software.
• Third parties may claim infringement of intellectual property, leading to significant litigation or licensing expenses.
• Unauthorized use of AgileAlgo's proprietary technology and intellectual property could adversely affect its business.
• Errors, defects, or bugs in AgileAlgo's software products could result in delayed or lost revenue, expensive corrections, and liability.
• Inability to respond quickly enough to changes in technology and develop intellectual property into commercially viable products could affect competitiveness.
• Adverse material changes affecting the Singapore market or regulations could impact AgileAlgo's business.
• Inception Growth's securities were suspended and delisted from Nasdaq, which may present challenges to listing PubCo's securities on Nasdaq and could lead to reduced liquidity and trading activity.
• Inception Growth will be forced to liquidate its Trust Account if it cannot consummate a business combination by June 13, 2025 (or October 13, 2025 if fully extended), resulting in warrants and rights expiring worthless.
• A substantial majority of Inception Growth's public stockholders may redeem their Public Shares, potentially reducing the cash available for the Business Combination and making PubCo Ordinary Shares less liquid.
• Third-party claims could reduce the proceeds held in the Trust Account, potentially leading to a lower per-share liquidation price for Inception Growth's stockholders.
• Distributions to Inception Growth's stockholders could be viewed as an unlawful payment if the company is unable to pay its debts, potentially leading to recovery actions by a liquidator.
• Inception Growth's due diligence investigation of AgileAlgo may not have been adequate, potentially leading to unforeseen material issues.
• Material weaknesses in Inception Growth's internal control over financial reporting could adversely affect its ability to report results accurately and timely.
• Becoming a public company by means other than a traditional underwritten IPO may lead to additional risks and uncertainties for PubCo's shareholders, including less analyst coverage and liquidity.
• Inception Growth's Initial Stockholders have agreed to vote in favor of the proposals, regardless of how public stockholders vote, potentially influencing the outcome.
• Stockholder litigation and regulatory inquiries are expensive and could harm the business and divert management attention.
• Inception Growth's Sponsor, officers, and directors have interests that may conflict with public stockholders' interests, as their investments would be worthless if the Business Combination is not completed.
• The exercise price of PubCo Warrants is subject to potential adjustment if additional shares are issued at a price less than $9.20, which could have an adverse impact on the trading price of PubCo Ordinary Shares.
• Inception Growth's warrant agreement and rights agreement designate New York courts as the exclusive forum for certain actions, potentially limiting warrant/rights holders' ability to obtain a favorable judicial forum.
• Inception Growth is requiring stockholders to comply with specific requirements for redemption, which may make it more difficult to exercise redemption rights.
• Activities by Inception Growth's affiliates to purchase Public Shares could increase the likelihood of approval of the proposals and affect the market price of securities.
• Subsequent to the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring, and impairment or other charges that could negatively affect its financial condition and stock price.
• If the Adjournment Proposal is not approved, and insufficient votes are obtained, the Business Combination may not be approved and could fail.
• There is currently no public market for PubCo Ordinary Shares, and there is no assurance an active trading market will develop or that PubCo will successfully obtain Nasdaq listing.
• The sale or availability for sale of substantial amounts of PubCo Ordinary Shares in the future could adversely affect their market price.
• PubCo may issue additional PubCo Ordinary Shares or other equity/convertible debt securities without shareholder approval, diluting existing ownership interests and potentially depressing the market price.
• Volatility in PubCo's share price could subject it to securities class action litigation.
• The requirements of being a public company may strain PubCo's resources, divert management attention, and affect its ability to attract and retain qualified board members.
• PubCo's amended and restated memorandum and articles of association will contain anti-takeover provisions that could have a material adverse effect on shareholder rights.
• As PubCo is not a foreign private issuer, it will be required to comply fully with U.S. domestic issuer reporting requirements, incurring significant additional expenses.
• Shareholders may face difficulties in protecting their interests and enforcing rights through U.S. courts due to PubCo's British Virgin Islands incorporation.
• PubCo will be an emerging growth company, and reduced disclosure requirements may make its securities less attractive to investors.
• The Redomestication Merger may be a taxable event for U.S. Holders of IGTA Shares, Warrants, and Rights.
• The IRS may not agree with the position that PubCo should be treated as a foreign corporation for U.S. federal income tax purposes, potentially leading to U.S. corporate taxation.
• PubCo may be or become a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences to U.S. Holders.
• PubCo may adopt additional share incentive plans in the future, which may adversely affect its results of operations through dilutive impact and compensation charges.

Future Outlook

PubCo intends to apply for listing on The Nasdaq Stock Market post-Business Combination. AgileAlgo plans to significantly accelerate its research and development efforts and ramp up sales, pre-sales, and consulting resources with the new capital. The company aims to reach 100 live customers by 2027 and introduce three more product sets through its ADA platform. Management anticipates that previously delayed projects from the fiscal year 2025 pipeline may now close in fiscal year 2025, contributing to future revenue growth. The new ADA line of business is expected to become a stable and predictable revenue stream from the growing enterprise software consulting market.

Management Comments

• "AgileAlgo management has decided not to update its projections for fiscal 2024 because the assumptions and estimates used in, and the results derived from, the financial analyses used in formulating projections (for example, the timing of revenue streams) are inherently subject to substantial uncertainty."
• "Management believes that the main reasons for this conclusion are related to the significant management attention and financial resources expended in connection with completing the Business Combination and becoming a Nasdaq listed company."
• "AgileAlgo does not yet have a dedicated consulting team specifically for project work delivery, and is still leveraging development staff to double-hat in fulfilling customer projects."
• "Management continues to believe strongly that sales will increase significantly in 2025, although AgileAlgo was unable to meet the 2024 projections presented to Moore due to the factors highlighted above."
• "The Inception Growth Board also believes that projections generally, and those provided by early stage companies such as AgileAlgo specifically, are inherently uncertain by their nature."
• "The Group therefore believes it does have the pipeline going beyond the fiscal year ended September 30, 2024 to maintain or exceed the Groups monthly revenue run-rate from that recorded in the first two quarters, or first half of fiscal year 2024."
• "The Group believes that its cash on hand following the consummation of the Business Combination, including the current available cash and cash equivalents on its balance sheet, the funds contained in Inception Growths Trust Account, and the Yorkville Financing, will be sufficient to meet the Groups working capital and capital expenditure requirements for at least the next 12 months from the date of this proxy statement/prospectus and sufficient to fund its operations."
• "While these matters may raise substantial doubt about the Groups ability to continue as a going concern, the founders Tony Tay and Francis Lee remain committed to inject further funds into the Group to ensure albeit gradual and limited, but unimpeded growth."

Industry Context

The announcement relates to the merger of a SPAC with an AI software platform and service provider, AgileAlgo, operating in the rapidly growing global market for AI and enterprise software consulting. This market is projected to expand from $400 billion to over $450 billion by 2027, driven by increased digitization and a severe global shortage of IT talent, particularly in AI and software engineering. AgileAlgo aims to address this talent gap by automating software development through GenerativeAI, positioning itself as a 'Virtual System Implementer' and 'Coding-as-a-Service' provider. The company's focus on large enterprises and public sector organizations, and its strategic partnerships, align with the industry trend of outsourcing and the need for custom code in complex business systems like SAP, Oracle, and Salesforce.

Comparison to Industry Standards

• AgileAlgo's projected gross profit margins for enterprise software and SaaS companies (above 50%, with top performers over 60%) are considered reasonable by Inception Growth's management, aligning with traditional industry benchmarks.
• The projected EBITDA levels are deemed reasonable, partly due to AgileAlgo's primary operating presence in Southeast Asia, where operating costs are comparatively lower than in more developed countries like the United States and Europe.
• The global software consulting market is projected to grow from USD400 billion to over USD450 billion by 2027, with Asia's demand for consulting services expected to exceed US$73 billion by 2028, indicating a significant market opportunity for AgileAlgo.
• AgileAlgo's new ADA business targets initial gross profit margins of 10-15%, aiming for 20-22%, which is noted as 'relatively modest' but is seen as a valuable entry into the lucrative enterprise software consulting market, which is experiencing double-digit Compound Annual Growth Rate (CAGR) globally.
• The document references McKinsey & Co. reports from June 2023, highlighting the significant influence of GenerativeAI on software engineering and the substantial growth in funding for GenerativeAI, reaching $12 billion in the first five months of 2023 compared to $4.5 billion in all of 2022.
• The 2023 Global Talent Shortage Survey by ManpowerGroup is cited, revealing that over 77% of employers across 41 countries faced challenges in filling various positions, with the IT and data sectors being most acutely affected, underscoring the market need AgileAlgo addresses.
• SAP is identified as the leading market player globally and in Asia within the ERP sub-sector, which AgileAlgo's ADA-ABAP Engine specifically targets, aligning with a dominant industry standard.

Management Changes

Corporate Governance

Legal Proceedings

• AgileAlgo is not currently a party to any actions, claims, suits, or other legal proceedings whose outcome, if determined adversely, would individually or in aggregate have a material adverse effect on its business, financial condition, and results of operations.
• To the knowledge of the Company, there is no Action (or any reasonable basis therefor) pending against, or threatened against, the Company Group or any of its officers or directors, the Business or any Company Shares, or any of the Company Groups assets by or before any Authority which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by the Business Combination Agreement.
• There are no outstanding judgments against the Company Group that would reasonably be expected to have a Company Material Adverse Effect.
• The Company Group is not, and has not been in the past two (2) years, subject to any proceeding with any Authority, other than as would not reasonably be expected to have a Company Material Adverse Effect.
• No Action involving the Company Group with respect to Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
• There is no Action (or any basis therefore) pending against or, to the knowledge of the Purchaser Parties, threatened against any Purchaser Party, any of its officers or directors or any of its securities or any of its assets or Contracts before any court, Authority or official or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by the Business Combination Agreement.
• There are no outstanding judgments or Orders against the Purchaser Parties.
• No Purchaser Party is, or has previously been, subject to any legal proceeding with any Authority.
• No Action involving the Purchaser Parties with respect to Money Laundering Laws is pending or, to the knowledge of the Purchaser Parties, threatened.
• As of the date of the Business Combination Agreement, there is no Action pending or, to the knowledge of the Purchaser Parties, threatened against Parent by Nasdaq or the SEC, respectively, with respect to any intention to deregister shares of Parent Common Stock or prohibit or terminate the listing of shares of Parent Common Stock on Nasdaq.

Related Party Transactions

• **Inception Growth Acquisition Limited (Parent/SPAC):**
• The Sponsor (Soul Venture Partners LLC) purchased 2,587,500 founder shares for an aggregate of $25,000.
• The Sponsor purchased 4,721,250 private placement warrants for $4,721,250.
• The Sponsor loaned Inception Growth $1,000,000, which was repaid.
• Inception Growth issued unsecured promissory notes totaling $1,540,000 to the Sponsor as of December 31, 2024. These notes do not bear interest and are convertible into PubCo Ordinary Shares upon closing.
• A temporary advance of $503,946 from the Sponsor was outstanding as of December 31, 2024.
• Inception Growth pays an affiliate of its Sponsor a monthly fee of $10,000 for office space, utilities, and administrative support.
• The Sponsor transferred 1,271,510 common shares to unaffiliated third parties in connection with non-redemption agreements, valued at $452,026, to encourage them not to redeem their shares.
• **AgileAlgo Holdings Ltd. (Company):**
• Mr. Tay Yee Paa Tony (AgileAlgo's CEO) provided an interest-free Director Loan of S$100,000 (approximately $73,948), which was repaid in October 2023.
• Mr. Seah Chin Siong (a nominated director for the combined company) provided a $50,000 redeemable convertible note in April 2023, which converted into 144,546 ordinary shares in August 2023.
• Mr. Tay paid certain operating expenses on behalf of the Company, with $75,031 due to related parties as of December 31, 2024.
• AgileAlgo's founders, Mr. Tony Tay and Mr. Francis Lee, jointly provided $400,000 in interest-free shareholder loans to AgileAlgo Pte. Ltd. in February and March 2025 to address increased cash flow needs.
• Mr. Tay and Mr. Lee have agreed to pledge up to 500,000 PubCo Ordinary Shares held by them upon Closing to guarantee Company obligations to third-party vendors.

Stakeholder Impact

• **Shareholders (Inception Growth Public Stockholders):** Will experience significant dilution in their percentage ownership of the combined company (from ~9.60% to ~12.60% in a no-redemption scenario, or ~11.40% in a maximum-redemption scenario). They face the risk of their warrants and rights expiring worthless if the business combination is not completed and the SPAC liquidates. They have the option to redeem their shares for cash, but this could reduce the liquidity of PubCo shares post-merger.
• **Shareholders (AgileAlgo Shareholders):** Will become the majority owners of the combined public company (~77.95% in a no-redemption scenario), gaining public market access. Their shares will be subject to lock-up agreements for 180 days post-closing. They also have the potential to receive additional earnout shares based on future revenue performance.
• **Sponsor (Soul Venture Partners LLC) and Initial Stockholders:** Their significant investment in Inception Growth (founder shares and private warrants) will become worthless if the business combination is not completed, creating a strong incentive for them to see the merger through. They have waived their redemption rights and agreed to vote in favor of the transaction.
• **Employees (AgileAlgo):** Key executives will transition to leadership roles in PubCo with new employment agreements. An employee incentive plan will be adopted, reserving 15% of PubCo's outstanding shares for awards, aiming to attract and retain talent and align their interests with the company's long-term success.
• **Customers:** AgileAlgo's business model aims to address IT talent shortages and streamline software development, potentially offering more efficient and cost-effective solutions. However, past missed projections and reliance on development staff for project delivery could impact service quality or timelines in the near term.
• **Suppliers and Creditors:** The document mentions efforts to have vendors waive claims against the Trust Account, but there's no guarantee. The Sponsor has agreed to indemnify the Trust Account for certain claims, providing some protection. The renegotiation of deferred underwriting fees also impacts a key creditor (EF Hutton).
• **Regulatory Bodies (SEC, Nasdaq):** The company is subject to SEC reporting requirements and Nasdaq listing rules. The delisting from Nasdaq and the ongoing efforts to re-list PubCo highlight regulatory scrutiny and compliance challenges.

Next Steps

• Inception Growth stockholders will hold a Special Meeting on July 1, 2025, to vote on the Business Combination and related proposals.
• If approved, the Business Combination (Redomestication Merger and Share Exchange) is expected to be consummated as soon as practicable after the Special Meeting.
• PubCo intends to apply for listing of its PubCo Ordinary Shares and PubCo Warrants on The Nasdaq Stock Market under the symbols PRGY and PRGYW, respectively.
• AgileAlgo plans to accelerate its research and development efforts and ramp up its sales, pre-sales, and consulting resources post-Business Combination.
• AgileAlgo aims to achieve 100 live customers by 2027 and introduce three more product sets through its ADA platform.
• AgileAlgo plans to make a series of acquisitions of upstream manpower supply companies in dominant software vendor ecosystems.
• AgileAlgo intends to implement time sheet systems for Percentage of Completion (POC) accounting and onboard specialized consulting personnel.
• AgileAlgo plans to purchase its own SAP instance for productive use and research and development purposes.
• AgileAlgo plans to launch its Virtual Code Testing Engine in beta starting in 2025.
• Inception Growth has an annual meeting scheduled for June 5, 2025, to vote on proposals to extend the business combination deadline to October 13, 2025.

Key Dates

Recommendation

Keywords

SPAC, Merger, Acquisition, AI, Artificial Intelligence, Software, Generative AI, Fintech, Enterprise Software, SaaS, Singapore, British Virgin Islands, Nasdaq, OTC Markets, SEC Filing, Proxy Statement, DEFM14A, Inception Growth Acquisition Limited, AgileAlgo Holdings, Prodigy Inc., Earnout, Capital Raise, Liquidation, Delisting, Financial Technology