Inception Growth Acquisition Limited (NasdaqGM:IGTA) entered into letter of intent to acquire AgileAlgo Pte Ltd. on June 6, 2023. Inception Growth Acquisition Limited (NasdaqGM:IGTA) entered into definitive agreement to acquire AgileAlgo Pte Ltd. for $160 million on September 12, 2023. On July 27, 2023, the parties mutually agreed to amend the Original LOI by entering into an amended and restated non-binding letter of intent.

Under the terms of the Amended LOI, Inception Growth and AgileAlgo would become a combined entity, with AgileAlgo?s existing equity holders rolling 100% of their equity into the combined public company. Completion of a business combination with AgileAlgo is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, Antitrust approval, SEC shall have declared the Registration Statement effective, execution of employment agreements, Inception and AgileAlgo together shall have atleast $5 million in cash and cash equivalents, listing of consideration shares, Lock-Up Agreements, Registration Rights Agreement and Escrow Agreement, satisfaction of the conditions negotiated therein and approval of the transaction by the board and shareholders of both Inception Growth and AgileAlgo. The total consideration will be based on a pre-money equity value of $160 million 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) 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 fiscal quarter period beginning on October 1, 2024 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.

As of September 13, 2023, the boards of directors of Inception Growth Acquisition and AgileAlgo both unanimously approved the proposed business combination. It is currently anticipated that the transaction will close in the first quarter of 2024, but in no event later than June 13, 2024. 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.