IGTA (SPAC) enters definitive merger with AgileAlgo at $160M pre-money; combined entity Prodigy, Inc.

Inception Growth Acquisition Ltd

AgileAlgo valued at $160M pre-money (16M shares at $10/share); SPAC IGTA to merge via Redomestication and Share Exchange.
12.5% of shares (2M shares) held in escrow as earnout; full vesting requires $15M revenue in 3 quarters from Oct 2024, partial below $7.5M.
Combined company renamed Prodigy, Inc.; PubCo board to have 5 directors, majority independent, designated by AgileAlgo.
Closing conditions include at least $5M cash, Nasdaq listing of PubCo shares, SEC effectiveness of Form S-4; outside date June 13, 2024.
Sponsor Support Agreement and Company Shareholder Support Agreement executed with 88.3% of AgileAlgo shareholders supporting the deal.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Inception Growth Acquisition Ltd entered into Business Combination Agreement with AgileAlgo Holdings Ltd. valued at $160,000,000 (effective 2023-09-12).

Action: entry
Agreement: merger
Counterparty: AgileAlgo Holdings Ltd.
Value: $160,000,000
Effective: 2023-09-12

Exact text from the filing

On September 12, 2023, IGTA entered into that certain Business Combination Agreement with IGTA Merger Sub Limited, a British Virgin Islands company and wholly owned subsidiary of IGTA (such company before the Redomestication Merger (as defined below) is sometimes referred to as the “ Purchaser ” and upon and following the Redomestication Merger is hereinafter sometimes referred to as “ PubCo ”), AgileAlgo Holdings Ltd., a British Virgin Islands company (“ AgileAlgo ” or the “ Company ”), and certain shareholders of AgileAlgo (the “ Signing Sellers ”, who together own approximately 88.3% of AgileAlgo’s issued and outstanding shares)

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Inception Growth Acquisition Ltd filing history →

Source: SEC EDGAR

accession 0001213900-23-077307

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