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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): July 27, 2023
INCEPTION GROWTH ACQUISITION LIMITED
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-41134 |
|
86-2648456 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS. Employer
Identification No.) |
875 Washington Street
New York, NY
10014
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (315) 636-6638
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of a share of common stock |
|
IGTAU |
|
The Nasdaq Stock
Market LLC |
Common Stock, par value $0.0001 per share |
|
IGTA |
|
The Nasdaq Stock
Market LLC |
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 |
|
IGTAW |
|
The Nasdaq Stock
Market LLC |
Rights, each to receive one-tenth of one share of common stock |
|
IGTAR |
|
The Nasdaq Stock
Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On June 12, 2023, Inception
Growth Acquisition Limited (“Inception Growth” or the “Company”) issued a press release announcing that it has
entered into a binding letter of intent (“Original LOI”) for a business combination with AgileAlgo Pte Ltd. (“AgileAlgo”).
Subsequently, the Company and AgileAlgo recognized a scrivener’s error in the Original LOI and desired to correct such error to
reflect the intent of the parties. On July 27, 2023, the parties mutually agreed to amend the Original LOI by entering into an amended
and restated letter of intent (the “Amended LOI”). The Amended LOI provides that the Amended LOI is not binding and is not
intended to constitute a binding agreement by and between the parties, and no liability or obligation of any nature whatsoever is intended
to be created hereunder, except for certain provisions therein. The Amended LOI amends, restates and supersedes the Original LOI.
The Company issued a press
release to announce the execution of the Amended LOI, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current
Report on Form 8-K furnished pursuant to Item 7.01, including Exhibits 99.1, shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under
that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and
furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current
Report on Form 8-K, including Exhibits 99.1, that is required to be disclosed solely by Regulation FD.
Additional Information and Where to Find It
If a legally binding
definitive agreement with respect to the proposed business combination is executed, Inception Growth intends to file with the U.S.
Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, which will include a
preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be
mailed to Inception Growth’s stockholders as of a record date to be established for voting on the proposed business
combination. Inception Growth may also file other relevant documents regarding the proposed business combination with the SEC.
Stockholders will also be able to obtain copies of the registration statement and the preliminary and definitive
Proxy Statement/Prospectus (if and when available) and all other relevant documents that are filed or that will be filed with
the SEC by Inception Growth, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Inception
Growth Acquisition Limited, 875 Washington Street, New York, NY 10014.
This communication may be
deemed to be offering or solicitation material in respect of the proposed business combination, which will be submitted to the shareholders
of Inception Growth for their consideration. Inception Growth urges investors, shareholders and other interested persons to carefully
read, when available, the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed or that will be
filed with the SEC (including any amendments or supplements to the Proxy Statement/Prospectus, as applicable), in each case, before
making any investment or voting decision with respect to the proposed business combination, because these documents will contain important
information about Inception Growth, AgileAlgo, and the proposed business combination.
No Offer or Solicitation
This release shall not constitute
an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation
of any vote, consent or approval in any jurisdiction in respect of the proposed business combination, nor shall there be any sale, issuance
or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under
the laws of such jurisdiction. This release does not constitute either advice or a recommendation regarding any securities. No offering
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Forward-Looking Statements
The disclosure herein includes
certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as
“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to,
(1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity;
(2) references with respect to the anticipated benefits of the proposed business combination, the addressable market and changes in the
market for AgileAlgo’s services and technology, and expansion plans and opportunities; (3) the projected technological developments
of AgileAlgo, (4) current and future potential commercial and customer relationships; (5) the ability to operate efficiently at scale;
(6) expectations related to the terms and timing of the proposed business combination; and (7) the satisfaction of the closing conditions
to the proposed business combination. These statements are based on various assumptions, whether or not identified in this release, and
on the current expectations of Inception Growth’s and AgileAlgo’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
AgileAlgo. These forward-looking statements are subject to a number of risks and uncertainties, that could cause actual results to differ
materially from expected results. Most of these factors are outside the control of Inception Growth and are difficult to predict. Factors
that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the proposed business combination; (2) the inability to consummate the proposed business combination in
a timely manner or at all, including due to failure to obtain approval of the stockholders of Inception Growth or other conditions to
the closing in the business combination agreement, which may adversely affect the price of Inception Growth’s securities; (3) delays
in obtaining or the inability to obtain any necessary regulatory approvals required to complete the proposed business combination; (4)
the risk that the proposed business combination may not be completed by Inception Growth’s business combination deadline and the
potential failure to obtain an extension of the business combination deadline if sought by Inception Growth; (5) the ability to maintain
the listing of Inception Growth’s securities on a national securities exchange; (6) the inability to obtain or maintain the listing
of the combined company’s securities on the Nasdaq Stock Market LLC following the proposed business combination; (7) the risk that
the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed
business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination and to achieve its commercialization
and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the
ability of AgileAlgo to grow and manage growth economically and hire and retain key employees; (9) costs related to the proposed business
combination; (10) changes in applicable laws or regulations, and AgileAlgo’s ability to comply with such laws and regulations; (11)
the effect of the COVID-19 pandemic on Inception Growth or AgileAlgo and their ability to consummate the proposed business combination;
(12) the outcome of any legal proceedings that may be instituted against AgileAlgo or against Inception Growth related to the proposed
business combination; (13) the enforceability of AgileAlgo’s intellectual property, including any potential infringement on the
intellectual property rights of others, (14) the risk of downturns in the highly competitive industry in which AgileAlgo operates; (15)
the possibility that Inception Growth or AgileAlgo may be adversely affected by other economic, business, and/or competitive factors;
and (16) other risks and uncertainties to be identified in the Registration/Proxy Statement (when available) relating to the proposed
business combination, including those under “Risk Factors” therein, and in other filings with the SEC made by Inception Growth
or AgileAlgo, and in those documents that Inception Growth has filed, or will file, with the SEC. If any of these risks materialize or
our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Inception Growth nor AgileAlgo presently
know or that Inception Growth and AgileAlgo currently believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward looking statements reflect Inception Growth’s and AgileAlgo’s
expectations, plans or forecasts of future events and views as of the date of this report. Inception Growth and AgileAlgo anticipate that
subsequent events and developments will cause Inception Growth’s and AgileAlgo’s assessments to change. However, while Inception
Growth and AgileAlgo may elect to update these forward-looking statements at some point in the future, Inception Growth and AgileAlgo
specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Inception Growth’s
and AgileAlgo’s assessments as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description of Exhibits |
99.1 |
|
Press Release. |
104 |
|
Cover Page Interactive Data File - Embedded within the inline XBRL document. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
INCEPTION GROWTH ACQUISITION LIMITED |
|
|
|
|
By: |
/s/ Cheuk Hang Chow |
|
Name: |
Cheuk Hang Chow |
|
Title: |
Chief Executive Officer |
Date: August 2, 2023
3
Exhibit 99.1
Inception Growth Acquisition Limited and AgileAlgo
Pte Ltd. Announce Amended and Restated Letter of Intent for a Business Combination
New York, Aug. 02, 2023 (GLOBE NEWSWIRE) -- Inception
Growth Acquisition Limited (NASDAQ: IGTA), a publicly traded special purpose acquisition company (“Inception Growth”),
and AgileAlgo Pte Ltd. (“AgileAlgo”), a maker of enterprise-grade natural language code generator for machine-learning
and data management platforms, announced today the signing of an amended and restated non-binding letter of intent (“Amended
LOI”), which amends, restates and supersedes the June 6, 2023 letter of intent previously signed by the parties.
Transaction Overview
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. Inception Growth expects to announce additional details regarding the proposed business combination if a
definitive merger agreement is executed.
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,
satisfaction of the conditions negotiated therein and approval of the transaction by the board and shareholders of both Inception Growth
and AgileAlgo. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated
on the terms or timeframe currently contemplated, or at all.
About AgileAlgo Pte Ltd.
AgileAlgo is a maker of enterprise-grade natural
language code generator for machine-learning and data management platforms. It utilizes Generative-Artificial Intelligence (“AI”)
techniques to automate AI codes 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,
ultimately transforming the global workforce which is now still heavily reliant on offshoring costs and capability. Porche Capital Ltd
is acting as AgileAlgo’s business advisor in the proposed business combination.
For more information, visit https://www.agilealgo.ai/.
About Inception Growth Acquisition Limited
Inception Growth is a blank check company whose
business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses or entities.
Additional Information and Where to Find It
If a legally binding definitive agreement with
respect to the proposed business combination is executed, Inception Growth intends to file with the U.S. Securities and Exchange Commission
(the “SEC”) a registration statement on Form F-4, which will include a preliminary proxy statement/prospectus (a
“Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to Inception Growth’s stockholders
as of a record date to be established for voting on the proposed business combination. Inception Growth may also file other relevant
documents regarding the proposed business combination with the SEC. Stockholders will also be able to obtain copies of the registration
statement and the preliminary and definitive Proxy Statement/Prospectus (if and when available) and all other relevant documents
that are filed or that will be filed with the SEC by Inception Growth, without charge, at the SEC’s website at www.sec.gov or
by directing a request to: Inception Growth Acquisition Limited, 875 Washington Street, New York, NY 10014.
This communication may be deemed to be offering
or solicitation material in respect of the proposed business combination, which will be submitted to the shareholders of Inception Growth
for their consideration. Inception Growth urges investors, shareholders and other interested persons to carefully read, when available,
the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed or that will be filed with the SEC
(including any amendments or supplements to the Proxy Statement/Prospectus, as applicable), in each case, before making any investment
or voting decision with respect to the proposed business combination, because these documents will contain important information about
Inception Growth, AgileAlgo, and the proposed business combination.
No Offer or Solicitation
This release shall not constitute an offer to
sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of
any vote, consent or approval in any jurisdiction in respect of the proposed business combination, nor shall there be any sale, issuance
or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under
the laws of such jurisdiction. This release does not constitute either advice or a recommendation regarding any securities. No offering
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements
that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does
not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding
estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references
with respect to the anticipated benefits of the proposed business combination, the addressable market and changes in the market for AgileAlgo’s
services and technology, and expansion plans and opportunities; (3) the projected technological developments of AgileAlgo, (4) current
and future potential commercial and customer relationships; (5) the ability to operate efficiently at scale; (6) expectations related
to the terms and timing of the proposed business combination; and (7) the satisfaction of the closing conditions to the proposed business
combination. These statements are based on various assumptions, whether or not identified in this release, and on the current expectations
of Inception Growth’s and AgileAlgo’s management and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AgileAlgo. These forward-looking
statements are subject to a number of risks and uncertainties, that could cause actual results to differ materially from expected results.
Most of these factors are outside the control of Inception Growth and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the proposed business combination; (2) the inability to consummate the proposed business combination in a timely manner or at all,
including due to failure to obtain approval of the stockholders of Inception Growth or other conditions to the closing in the business
combination agreement, which may adversely affect the price of Inception Growth’s securities; (3) delays in obtaining or the inability
to obtain any necessary regulatory approvals required to complete the proposed business combination; (4) the risk that the proposed business
combination may not be completed by Inception Growth’s business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Inception Growth; (5) the ability to maintain the listing of Inception Growth’s
securities on a national securities exchange; (6) the inability to obtain or maintain the listing of the combined company’s securities
on the Nasdaq Stock Market LLC following the proposed business combination; (7) the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to
recognize the anticipated benefits of the proposed business combination and to achieve its commercialization and development plans, and
identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of AgileAlgo to
grow and manage growth economically and hire and retain key employees; (9) costs related to the proposed business combination; (10) changes
in applicable laws or regulations, and AgileAlgo’s ability to comply with such laws and regulations; (11) the effect of the COVID-19
pandemic on Inception Growth or AgileAlgo and their ability to consummate the proposed business combination; (12) the outcome of any legal
proceedings that may be instituted against AgileAlgo or against Inception Growth related to the proposed business combination; (13) the
enforceability of AgileAlgo’s intellectual property, including any potential infringement on the intellectual property rights of
others, (14) the risk of downturns in the highly competitive industry in which AgileAlgo operates; (15) the possibility that Inception
Growth or AgileAlgo may be adversely affected by other economic, business, and/or competitive factors; and (16) other risks and uncertainties
to be identified in the Registration/Proxy Statement (when available) relating to the proposed business combination, including those under
“Risk Factors” therein, and in other filings with the SEC made by Inception Growth or AgileAlgo, and in those documents that
Inception Growth has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive,
and there may be additional risks that neither Inception Growth nor AgileAlgo presently know or that Inception Growth and AgileAlgo currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition,
forward looking statements reflect Inception Growth’s and AgileAlgo’s expectations, plans or forecasts of future events and
views as of the date of this report. Inception Growth and AgileAlgo anticipate that subsequent events and developments will cause Inception
Growth’s and AgileAlgo’s assessments to change. However, while Inception Growth and AgileAlgo may elect to update these forward-looking
statements at some point in the future, Inception Growth and AgileAlgo specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Inception Growth’s and AgileAlgo’s assessments as of any date subsequent
to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts
Cheuk Hang Chow
Chief Executive Officer
Inception Growth Acquisition Limited
cheukhangchow@inceptiongrowth1.com
(315) 636-6638
Tony Porcheron
Chief Executive Officer
Porche Capital Ltd
tporcheron@porchecapital.com
353 (0) 8706 50447
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- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
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- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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- DefinitionLocal phone number for entity.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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- DefinitionTitle of a 12(b) registered security.
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- DefinitionName of the Exchange on which a security is registered.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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- DefinitionTrading symbol of an instrument as listed on an exchange.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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