IGTA Inception Growth Acquisition Ltd

Inception Growth Acquisition Limited (NASDAQ: IGTA), a publicly traded special purpose acquisition company (SPAC) sponsored by Soul Ventures Partners LLC (“Soul Ventures”), has announced the filing of a registration statement on Form S-4 (the "Registration Statement") on February 7, 2024, with the U.S. Securities and Exchange Commission (SEC). The Registration Statement includes a preliminary proxy statement and prospectus regarding the proposed business combination with AgileAlgo Holdings Limited (“AgileAlgo”), an AI company that powers enterprise-grade natural language code generators for machine learning and data management platforms to disrupt the software consulting industry.

While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about AgileAlgo, IGTA, and the proposed business combination.

Upon closing of the business combination, the combined company, a company incorporated in the British Virgin Islands and renamed “Prodigy, Inc.” (the “Combined Company” and before closing, the “PubCo”) and expects to list its ordinary shares and warrants on Nasdaq under the ticker symbol “PRGY” and “PRGYW,” respectively.

Seeking to Disrupt the Software Consulting Industry

AgileAlgo, which stands for Agility-in-Algorithm, seeks to address the problem of insufficient data scientists and engineers to support AI work, and the development and delivery of software. The enterprise software engineering and consulting industries still relies on significant manpower. By leveraging Generative AI that optimises software delivery capabilities, AgileAlgo will greatly reduce manpower requirements and effort for system integration roles over time.

AgileAlgo focuses on the use of multiple AI techniques including graph neural networks, a deeper form of Machine Learning, to develop AI use cases for end customers. With their proprietary natural language-based AI code generator platform, AgileAlgo can scale exponentially through a self-serve approach. This enables end customers to, extract of intelligence through natural language across their diverse data sources, facilitating the creation of a next-generation knowledge base for businesses.

Prodigy’s Impact as an AI-Powered Software Consulting Business

After being publicly listed and rebranded to Prodigy Inc., the Combined Company aims to become one of the largest AI based consulting workforce using a “Development-as-a-service” model and expects to capitalize on the software consulting industry growth. With the resources from the business combination, the Combined Company will also begin its acquisition strategy to roll-up other consulting companies.

The Combined Company plans to utilize its manpower supply business to collaborate with global system integrators, large local system integrators, and top-tier clients. It will seek to outsource customization efforts while gradually transitioning to automated and digital assistance solutions over time. In addition, the Combined Company will aim to maintain its presence in the mid-market segment by consolidating local SAP/Oracle/Salesforce boutiques and pursuing turn-key customer contracts.

The Combined Company’s goal will be to become the industry leader by delivering outcomes at the lowest possible cost, primarily by reducing the reliance on human intervention. While certain regions currently rely on offshoring for development, the Combined Company will aim to offer development as a universally accessible feature, potentially disrupting traditional practices.

Management Commentary

Warren Hui, Co-Founder and Partner of Soul Ventures: “As the sponsor of the SPAC, we are delighted to see the merger of AgileAlgo and IGTA progress. AgileAlgo’s enterprise facing software and its leverage of Generative AI is poised to greatly disrupt software consulting which by 2028 is slated to be a $500 Billion industry.”

“In envisioning a bold departure from traditional consulting paradigms, AgileAlgo’s unique model will signal a transformative shift in the industry's playbook. Tony Tay, Founder and CEO, and his team brings extensive experience of leading teams at SAP, Accenture, and other consulting companies which they will utilise to disrupt the traditional business model of software consulting. By harnessing the power of AI technologies, AgileAlgo transcends the limitations of offshoring and embrace a globally distributed workforce model. Upon merging with IGTA, the Combined Company’s vision of operating 24/7, unfettered by geographical constraints, heralds a new era of responsiveness and innovation. With a steadfast commitment to establishing 'centres of excellence' around effective outcomes, rather than merely chasing cost efficiencies, the Combined Company expects to be poised to redefine quality standards in the consulting landscape.”

“Soul Ventures is delighted to be able to partner with them and we will leverage their deep expertise in AI and access to capital to support the growth and development of the Combined Company, driving value creation for investors and advancing the frontier of artificial intelligence technology. In partnering with such an experienced and visionary team in AgileAlgo, and being able to help them revolutionise software consulting, Soul Ventures will continue to foray further into AI as we invest across the entire value chain.”

Tony Tay, Co-Founder and Chief Executive Officer of AgileAlgo: “The collaboration between AgileAlgo and IGTA marks an exciting milestone in the evolution of the software industry. By combining AgileAlgo's proprietary code generation technology and deep industry expertise with IGTA access to capital markets, the partnership is poised to catalyze significant advancements. This union not only promises to drive innovation but also aims to democratize software development by harnessing the power of AI.”

“With AgileAlgo's cutting-edge technology and IGTA's financial resources, the partnership is well-positioned to disrupt traditional approaches to software development. By leveraging AI, the alliance seeks to streamline processes, enhance efficiency, and ultimately redefine industry standards. Moreover, by democratizing access to software development tools and knowledge, the collaboration aims to empower a broader spectrum of individuals and enterprises, unlocking new opportunities and driving inclusive growth across the sector. This partnership represents a bold step forward in shaping the future of the software industry, one that holds immense potential to deliver value to shareholders while fostering greater accessibility and innovation for all stakeholders involved.”

Francis Lee, whom will be Co-CEO of the Combined Company alongside Tony Tay:

“The strategic alliance between AgileAlgo and IGTA heralds a game-changing venture in the software landscape from a commercial perspective. This collaboration is not only poised to redefine the commercial dynamics within the software sector but also aims to leverage the transformative potential of AI to drive tangible value for stakeholders.”

“The partnership represents a strategic alignment of strengths aimed at reshaping market dynamics and creating unparalleled commercial value. The collaboration aims to unlock new revenue streams and cultivate a broader customer base, thereby fortifying its commercial foothold. This union underscores a strategic imperative to capitalize on emerging trends and seize opportunities for sustainable commercial growth, positioning both companies as frontrunners in the ever-evolving software landscape.”

About AgileAlgo

AgileAlgo Holdings Limited, a British Virgin Islands business company, through its Singapore-based subsidiary, AgileAlgo Pte Ltd., is a maker of enterprise-grade natural language code generators for machine-learning and data management platforms. It utilises Generative-Artificial Intelligence (“AI”) techniques to automate AI code 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, reorganisation, or similar business combination with one or more businesses or entities.

For more information, visit http://www.inceptiongrowth1.com/.

About Soul Ventures

Soul Ventures is a venture capital firm that specialises in AI and consumer facing tech. With an impressive track record and portfolio, including investments in industry leading companies such as OpenAI, Cohere, SpaceX, Epic Games, Reddit and more, Soul Ventures invests in the next generation of cutting-edge companies that disrupt our daily lives.

For more information, visit, https://www.soulvc.com/.

Important Information About the Proposed Business Combination and Where to Find It

In connection with the proposed business combination, IGTA has filed relevant materials with the SEC, including a registration statement/proxy statement on Form S-4 that will also constitute a prospectus of PubCo with respect to its ordinary shares to be issued in the proposed business combination (the “proxy statement/prospectus”). Promptly after the registration statement on Form S-4 is declared effective by the SEC, the definitive proxy statement/prospectus (if and when available) will be delivered to IGTA’s stockholders entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. IGTA and/or PubCo may also file other relevant documents regarding the proposed business combination with the SEC. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED BUSINESS COMBINATION AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE BUSINESS COMBINATION. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF IGTA ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.

Investors and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be filed with the SEC by IGTA through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by IGTA will be available free of charge at: Inception Growth Acquisition Limited, 875 Washington Street, New York, NY 10014, attention: Mr. Cheuk Hang Chow, Chief Executive Officer.

Participants in Solicitation

IGTA and AgileAlgo, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies from IGTA’s stockholders in respect of the proposed business combination. IGTA’s stockholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers in the Registration Statement on Form S-4, which includes a proxy statement/prospectus, that has been filed with the SEC. Information about IGTA’s directors and executive officers and their ownership of IGTA shares of common stock is set forth in IGTA’s 10-K, filed with the SEC on February 7, 2024. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.

This press release does not contain all the information that should be considered concerning the business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Before making any voting or investment decision, investors and security holders are urged to read the registration statement on Form S-4, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination.

No Offer or Solicitation

This press release will not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the business combination. This press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.

Forward-Looking Statements

The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value, the benefits of the proposed transaction, integration plans, anticipated future financial and operating performance and results, including estimates for growth, and the expected timing of the transactions. Consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of IGTA’s securities; (ii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the Business Combination Agreement by the stockholders of IGTA; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the Business Combination Agreement following the announcement of the entry into the Business Combination Agreement and proposed business combination; (v) the ability of the parties to recognize the benefits of the Business Combination Agreement and the proposed business combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding AgileAlgo’s industry and market size; (viii) financial condition and performance of AgileAlgo, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the business combination, potential level of redemptions of IGTA’s public stockholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of AgileAlgo; (ix) the impact from future regulatory, judicial, and legislative changes in AgileAlgo’s industry; (x) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; and (xi) those factors discussed in IGTA’s filings with the SEC and that that will be contained in the definitive proxy statement/prospectus relating to the business combination. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the “Risk Factors” section of the definitive proxy statement/prospectus and other documents that has been filed and to be filed by IGTA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while AgileAlgo and IGTA may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither AgileAlgo nor IGTA gives any assurance that AgileAlgo, or IGTA, or the Combined Company, will achieve its expectations.

Contact:

Inception Growth Acquisition Limited

Cheuk Hang ChowChief Executive Officercheukhangchow@inceptiongrowth1.com (315) 636-6638

AgileAlgo Holdings Limited

Tony TayCo-Chief Executive Officertony.tay@agilealgo.com.sg(65) 9680-8483

Francis LeeCo-Chief Executive Officerfrancis.lee@agilealgo.com.sg(65) 8322-0331